Key Employee Deferred Compensation Plan of

ORIGINAL FOR EXECUTION

APPROVED VP, HR DECEMBER 29, 2005



KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF

CONOCOPHILLIPS



TITLE I

(Effective for benefits earned and vested prior to

January 1, 2005)



PURPOSE



The purpose of the Key Employee Deferred Compensation Plan of ConocoPhillips (the "Plan") is to attract and retain key employees by providing them with an opportunity to defer receipt of cash amounts which otherwise would be paid to them under various compensation programs or plans by the Company. This Plan is the continuation of the Key Employee Deferred Compensation Plan of Phillips Petroleum Company, of the Conoco Inc. Global Variable Compensation Deferral Program, and of the portions of the Conoco Inc. Salary Deferral & Savings Restoration Plan consisting of Salary Deferral Obligations and Retiree Obligations, and all deferrals made under any of those plans, programs, or arrangements shall continue under their terms and the terms of this Plan. 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.



(a) "Affiliated Group" shall mean the Company plus other subsidiaries and affiliates in which it owns , directly or through a subsidiary or affiliate, a 5% or more equity interest.



(b) "Award" shall mean the United States cash dollar amount (i) allotted to an Employee under the terms of an Incentive Compensation Plan or a Long Term Incentive Plan, or (ii) required to be credited to an Employee92s Deferred Compensation Account pursuant to an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, the Strategic Incentive Plan, a Long Term Incentive Plan, or any similar plans, or any administrative procedure adopted pursuant thereto, or (iii) credited as a result of a Participant92s deferral of the receipt of the value of the Stock which would otherwise be delivered to an Employee in the event restrictions lapse on Restricted Stock or Restricted Stock Units or the settlement of Restricted Stock Units previously awarded or which may be awarded to the Participant pursuant to an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, the Strategic Incentive Plan, a Long Term Incentive Plan, an Omnibus Securities Plan, or any similar plans, or any administrative procedure adopted pursuant thereto, or (iv) credited resulting from a lump sum distribution from any of the Company92s non-qualified retirement plans and/or plans which provide for a retirement supplement, or (v) resulting from the forfeiture of Restricted Stock, required by Phillips Petroleum Company, of key employees who became employees of GPM Gas Corporation, or (vi) credited as a result of an Employee92s deferral of the receipt of the lump sum cash payment from the Employee92s account in the Defined Contribution Makeup Plan, or (vii) credited as a result of an Employee92s voluntary reduction of Salary, or (viii) credited as a result of an Employee92s deferral of a Performance Based Incentive Award, or (ix) any other amount determined by the Committee to be an Award under the Plan. Sections 2 and 3 of this Plan shall not apply with respect to Awards included under (ii), (v), and (ix) above and a participant receiving such an Award shall be deemed, with respect thereto, to have elected a Section 5(b)(i) payment option - 10 annual installments commencing about one year after retirement at age 55 or above, but subject to revision under the



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terms of this Plan.





(c) "Board of Directors" shall mean the board of directors of the Company.



(d) "Chief Executive Officer" or "CEO" shall mean the Chief Executive Officer of the Company.



(e) "Committee" shall mean the Compensation Committee of the Board of Directors.



(f) "Company" shall mean ConocoPhillips.



(g) "Conoco Inc. Global Variable Compensation Deferral Program" shall mean the Conoco Inc. Global Variable Compensation Deferral Program, prior to its merger into this Plan on October 3, 2003.



(h) "Conoco Inc. Salary Deferral & Savings Restoration Plan" shall mean the Conoco Inc. Salary Deferral & Savings Restoration Plan, prior to its merger into this Plan on October 3, 2003.



(i) "Deferred Compensation Account" shall mean an account established and maintained for each Participant in which is recorded the amounts of Awards deferred by a Participant, the deemed gains, losses, and earnings accrued thereon, and payments made therefrom all in accordance with the terms of the Plan.



(j) "Defined Contribution Makeup Plan" shall mean the Defined Contribution Makeup Plan of ConocoPhillips, or any similar plan or successor plans.



(k) "Disability" shall mean the inability, in the opinion of the Company92s Medical Director, of a Participant, because of an injury or sickness, to work at a reasonable occupation that is available with the Company, a Participating Subsidiary, or another subsidiary of the Company.



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(l) "Employee" shall mean any individual or Rehired Participant who satisfies the conditions of Section 5(j) who is a salaried employee of the Company or of a Participating Subsidiary who is eligible to receive an Award from an Incentive Compensation Plan, has Restricted Stock and/or Restricted Stock Units, and is classified as a ConocoPhillips salary grade 19 or above or any equivalent salary grade at a Participating Subsidiary. Employee shall also include Participants who are employed by a member of the Affiliated Group and former employees of a member of the Affiliated Group who Retire or are Laid Off and are eligible to receive a lump sum distribution from non-qualified retirement plans. Employee shall also include any individual or Rehired Participant who is hired as a salaried employee of ConocoPhillips Services Inc. on or after January 1, 2003, and is classified as a ConocoPhillips salary grade 19 or above or any equivalent salary grade at a Participating Subsidiary. Notwithstanding the foregoing, prior to October 3, 2003, Employee shall not include anyone who is classified as a Heritage Conoco Employee. On and after October 3, 2003, Employee shall include anyone who is classified as a Heritage Conoco Employee.



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



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



(o) "Heritage Conoco Employee" shall mean an individual employed by Conoco Inc., Conoco Pipe Line Company, or Louisiana Gas Systems Inc. prior to January 1, 2003; provided, however, that an individual who has been terminated from employment with a member of the Affiliated Group at any time and rehired by a member of the Affiliated Group after January 1, 2003, shall not be considered a Heritage Conoco Employee for purposes of this Plan.



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(p) "Incentive Compensation Plan" shall mean the ConocoPhillips Variable Cash Incentive Program, the Incentive Compensation Plan of Phillips Petroleum Company, or the Annual Incentive Compensation Plan of Phillips Petroleum Company, the Special Incentive Plan for Former Tosco Executives, the Conoco Inc. Global Variable Compensation Plan, or a similar plan of a Participating Subsidiary, or any similar or successor plans, or all, as the context may require.



(q) "Layoff" or "Laid Off" shall mean an applicable termination of employment by reason of layoff under the Phillips Layoff Plan or the Phillips Work Force Stabilization Plan, an applicable Qualifying Event (without there being a Disqualifying Event) under the Conoco Severance Pay Plan, or layoff or redundancy under any other layoff or redundancy plan which the Company, any Participating Subsidiary, or any other member of the Affiliated Group may adopt from time to time. If all or any portion of the benefits under the layoff or redundancy plan are contingent on the employee92s signing a general release of liability, such termination shall not be considered as a Layoff for purposes of this Plan unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan.



(r) "Long-Term Incentive Compensation Plan" shall mean the Long-Term Incentive Compensation Plan of Phillips Petroleum Company, which was terminated December 31, 1985.



(s) "Long-Term Incentive Plan" shall mean the ConocoPhillips Performance Share Program, the ConocoPhillips Restricted Stock Program, the Phillips Petroleum Company Long-Term Incentive Plan, or a similar or successor plan of any of them, established under an Omnibus Securities Plan.



(t) "Newhire Employee" shall mean any Employee who is hired or rehired during a calendar year.



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(u) "Omnibus Securities Plan" shall mean the Omnibus Securities Plan of Phillips Petroleum Company, the 2002 Omnibus Securities Plan of Phillips Petroleum Company, the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 1998 Key Employee Stock Plan of ConocoPhillips, or a similar or successor plan of any of them.



(v) "Participant" shall mean a person for whom a Deferred Compensation Account is maintained.



(w) "Participating Subsidiary" shall mean a subsidiary of the Company, of which the Company beneficially owns, directly or indirectly, more than 50% of the aggregate voting power of all outstanding classes and series of stock, where such subsidiary has adopted one or more plans making participants eligible for participation in this Plan and one or more Employees of which are Potential Participants.



(x) "Plan Administrator" shall mean the Vice President, Human Resources of the Company, or his or her successor.



(y) "Potential Participant" shall mean a person who has received a notice specified in Section 2 or in Section 5 (h).



(z) "Rehired Participant" shall mean a Participant who, subsequent to Retirement or Layoff, is rehired by the Company, or any subsidiary of the Company, and whose employment status is classified as regular full-time or its equivalent.



(aa) "Restricted Stock" and "Restricted Stock Units" shall mean respectively shares of Stock and units each of which shall represent a hypothetical share of Stock, which have certain restrictions attached to the ownership thereof or the delivery of shares pursuant thereto.



(bb) "Retiree Obligations" shall mean obligations to former employees who have retired on



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or after the earliest retirement date available under the Retirement Plan of Conoco and who are Participants in this Plan arising from deferrals made as participants in the Conoco Inc. Salary Deferral & Savings Restoration Plan prior to its merger into this Plan.



(cc) "Retirement" or "Retire" or "Retiring" shall mean termination of employment with the Company or any subsidiary of the Company on or after the earliest early retirement date at age 55 or above as defined in the ConocoPhillips Retirement Plan (or, with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or of the applicable retirement plan of a member of the Affiliated Group.



(dd) "Retirement Income Plan" shall mean the ConocoPhillips Retirement Plan (or, with respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a similar retirement plan of the Participating Subsidiary pursuant to the terms of which the Participant retires.



(ee) "Salary Deferral Obligations" shall mean obligations to Employees who are Participants in this Plan arising from salary deferrals made as participants in the Conoco Inc. Salary Deferral & Savings Restoration Plan prior to its merger into this Plan.



(ff) "Settlement Date" shall mean the date on which all acts under an Incentive Compensation Plan or the Long-Term Incentive Compensation Plan or actions directed by the Committee, as the case may be, have been taken which are necessary to make an Award payable to the Participant.



(gg) "Salary" shall mean the monthly equivalent rate of pay for an Employee before adjustments for any before-tax voluntary reductions.



(hh) "Stock" means shares of common stock of ConocoPhillips, par value $.01.



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(ii) "Strategic Incentive Plan" shall mean the Strategic Incentive Plan portion of the 1986 Stock Plan of Phillips Petroleum Company, of the 1990 Stock Plan of Phillips Petroleum Company, of the Phillips Petroleum Company Omnibus Securities Plan, and of any successor plans of similar nature.



(jj) "Trustee" shall mean the trustee of the grantor trust established by the Trust Agreement between the Company and Wachovia Bank, N.A. dated as of June 1, 1998, or any successor trustee.





SECTION 2. Notification of Potential Participants.



(a) Incentive Compensation Plan . Each year, during October, Employees who are eligible to receive an Award in the immediately following calendar year under an Incentive Compensation Plan will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference concerning deferral of all or part (in one percent increments) of such Award.



(b) Restricted Stock and Restricted Stock Units Lapsing .



(i) Each year during October, Employees who are or will be 55 years of age or older prior to the end of the following calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference to delay the lapsing of the restrictions on part (in one percent increments) or all of the shares of Restricted Stock and/or Restricted Stock Units previously awarded or which may be awarded to the Employee under an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, a Long-Term Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan in the event the Compensation Committee takes action in the following calendar year to lapse restrictions on Restricted Stock and/or Restricted Stock Units and/or settle Restricted Stock Units.



(ii) Each year during October, Employees who have been granted a special Restricted Stock Award and/or Restricted Stock Unit Award will be notified and given the



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opportunity, in a manner prescribed by the Plan Administrator to indicate a preference to delay the lapsing of the restrictions on part (in one percent increments) or all of the shares of Restricted Stock and/or Restricted Stock Units when the restrictions lapse on the Special Restricted Stock and/or Restricted Stock Units or the Restricted Stock Units are settled based on the terms of the Special Restricted Stock and/or Restricted Stock Unit Awards in the following year.



(iii) Such indication of preference as outlined in (i) above may be made within 60 days of the amendment of this Plan providing for the notice; provided, however, that such indication of preference must be made no later than June 6, 2003, for such Awards that would otherwise be lapsed or settled later in 2003.



(c) Restricted Stock and Restricted Stock Unit Awards Deferral .



(i) Each year during October, Employees who are or will be 55 years of age or older prior to the end of the calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference concerning the deferral of the receipt of the value of all or part (in one percent increments) of the Stock which would otherwise be delivered to the Employees in the event, during the following calendar year, the Compensation Committee takes action to lapse restrictions on Restricted Stock and/or Restricted Stock Units and/or settle Restricted Stock Units previously awarded or which may be awarded to the Employees under an Incentive Compensation Plan, the Long Term Incentive Compensation Plan, a Long Term Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan.



(ii) Employees who have been granted a special Restricted Stock Award and/or Restricted Stock Units Award may, in the year preceding the year in which the restrictions are scheduled to lapse or the Restricted Stock Units are to be settled, indicate a preference concerning the deferral of the value of all or part (in one percent increments) of the stock which would otherwise be delivered to the Employees in the next calendar year when the restrictions lapse on the special Restricted Stock and /or



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Restricted Stock Units or the Restricted Stock Units are settled based on the terms of the special Restricted Stock Awards and/or Restricted Stock Units Awards.



(iii) Employees who are Laid Off during or after the year they reach age 50 may no later than 30 days after being notified of Layoff, in the manner prescribed by the Plan Administrator, indicate a preference concerning the deferral of the receipt of the value of all or part (in one percent increments) of the Stock which would be otherwise be delivered to the Employees in the event Restricted Stock Units, which have been granted in exchange for Restricted Stock pursuant to the Exchange offer initiated by the Company on December 17, 2001, are settled.



(iv) Such indication of preference as outlined in (i) above may be made within 60 days of the amendment of this Plan providing for the notice; provided, however, that such indication of preference must be made no later than June 6, 2003, for such Awards that would otherwise be lapsed or settled later in 2003.



(d) Lump Sum Distribution from Non-Qualified Retirement Plans . With respect to the lump sum distribution permitted from the Company92s non-qualified retirement plans and/or plans which provide for a retirement supplement, Employees may indicate, in a manner prescribed by the Plan Administrator, a preference concerning deferral of all or part (in one percent increments) of such lump sum distribution.



(e) Lump Sum from Defined Contribution Makeup Plan . Employees who will receive a lump sum cash payment from their account under the Defined Contribution Makeup Plan, may indicate, in a manner prescribed by the Plan Administrator, a preference concerning deferral of all or part (in one percent increments) of such payment.



(f) Salary Reduction . Annually, Employees and Newhire Employees on the U.S. dollar payroll may elect, in a manner prescribed by the Plan Administrator, a voluntary reduction of Salary for each pay period of the following calendar year, or for Newhire Employees the remainder of the calendar year in which they are hired, in which case



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the Company will credit a like amount as an Award hereunder, provided that the amount of such voluntary reduction shall not be less than 1% nor more than 50% of the Employee92s Salary per pay period (and may be further limited by the Plan Administrator such that the resulting salary that is paid is sufficient to satisfy all benefit plan deductions, tax deductions, elective deductions , and other deductions required to be withheld by the Company).



(g) Performance Based Incentive Award . Each year, during October, Employees who are eligible to receive a Performance Based Incentive Award in the immediately following calendar year will be notified and given the opportunity, in a manner prescribed by the Plan Administrator, to indicate a preference for the award to be paid as cash, deferred to their KEDCP account, or issued as Restricted Stock or a combination of cash, deferred compensation and Restricted Stock.





SECTION 3. Indication of Preference or Election to Defer Award.



(a) Incentive Compensation Plan . If a Potential Participant prefers to defer under this Plan all or any part of the Award to which a notice received under Section 2(a) pertains, the Potential Participant must indicate such preference, in a manner prescribed by the Plan Administrator, (i) if the Potential Participant is subject to Section 16 of the Exc ...