0001193125-12-325680 Sample Contracts

AMENDMENT, CHANGE OF SPONSORSHIP, AND RESTATEMENT OF CERTAIN NONQUALIFIED DEFERRED COMPENSATION PLANS OF CONOCOPHILLIPS
Conocophillips • July 31st, 2012 • Petroleum refining

Phillips 66 is a subsidiary of ConocoPhillips, but pursuant to the Separation and Distribution Agreement between ConocoPhillips and Phillips 66, Phillips 66 will become, on the Distribution Date specified in that Agreement, a separate publicly-traded corporation. In connection with the Separation and Distribution Agreement, ConocoPhillips and Phillips 66 have also entered into an Employee Matters Agreement dealing with matters relating to employees and their compensation and benefits.

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RETIRING EXECUTIVE RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • July 31st, 2012 • Conocophillips • Petroleum refining • Delaware

Vesting Schedule: With regard to these units, the units vest on the Designated Date and the restrictions on the vested units lapse six months after the Grantee’s Termination date.

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