2002

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                        COMMISSION FILE NUMBER 000-49987

                                 CONOCOPHILLIPS
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    01-0562944
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                             600 NORTH DAIRY ASHFORD
                                HOUSTON, TX 77079
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 281-293-1000

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           Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ------------------------------------------------------ ------------------------ Common Stock, $.01 Par Value New York Stock Exchange Preferred Share Purchase Rights Expiring June 30, 2012 New York Stock Exchange 6 3/8% Notes due 2009 New York Stock Exchange 6.65% Notes due March 1, 2003 New York Stock Exchange 6.65% Debentures due July 15, 2018 New York Stock Exchange 7% Debentures due 2029 New York Stock Exchange 7.125% Debentures due March 15, 2028 New York Stock Exchange 7.20% Notes due November 1, 2023 New York Stock Exchange 7.92% Notes due April 15, 2023 New York Stock Exchange 8.5% Notes due 2005 New York Stock Exchange 8.75% Notes due 2010 New York Stock Exchange 9 3/8% Notes due 2011 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | | Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |X| No | | Excluding shares held by affiliates, the registrant had 672,131,287 shares of Common Stock, $.01 Par Value, outstanding at February 28, 2003. The aggregate market value of common stock held by non-affiliates of the registrant was $34,077,056,251 as of February 28, 2003. The registrant, solely for the purpose of this required presentation, has deemed its Board of Directors and the Compensation and Benefits Trust to be affiliates, and deducted their stockholdings of 6,156,952 and 26,785,094 shares, respectively, in determining the aggregate market value. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2003 (Part III) ================================================================================ TABLE OF CONTENTS
PART I Item Page - ---- ---- 1 and 2. Business and Properties ............................................. 1 Corporate Structure and Current Developments .................... 1 Segment and Geographic Information .............................. 2 Exploration and Production (E&P) ............................ 2 Midstream ................................................... 17 Refining and Marketing (R&M) ................................ 18 Chemicals ................................................... 25 Emerging Businesses ......................................... 27 Competition ..................................................... 28 General ......................................................... 29 3. Legal Proceedings ................................................... 29 4. Submission of Matters to a Vote of Security Holders ................. 32 Executive Officers of the Registrant ................................ 32 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters 34 6. Selected Financial Data ............................................. 35 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ........................................... 36 7a. Quantitative and Qualitative Disclosures About Market Risk .......... 78 8. Financial Statements and Supplementary Data ......................... 82 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................ 174 PART III 10. Directors and Executive Officers of the Registrant .................. 175 11. Executive Compensation .............................................. 175 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................................. 175 13. Certain Relationships and Related Transactions ...................... 175 14. Controls and Procedures ............................................. 176 PART IV 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .... 176
PART I Unless otherwise indicated, "the company" and "ConocoPhillips" are used in this report to refer to the businesses of ConocoPhillips and its consolidated subsidiaries. "Conoco" and "Phillips" are used in this report to refer to the individual companies prior to the merger date of August 30, 2002. Items 1 and 2, Business and Properties, contain forward-looking statements including, without limitation, statements relating to the company's plans, strategies, objectives, expectations, intentions, and resources, that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The words "forecasts," "intends," "believes," "expects," "plans," "scheduled," "anticipates," "estimates," and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the company's disclosures under the heading: "CAUTIONARY STATEMENT FOR THE PURPOSES OF THE `SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995," beginning on page 76. ConocoPhillips files annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (SEC). These filings are available free of charge through the company's internet website at www.conocophillips.com as soon as reasonably practicable after the company electronically files such material with, or furnishes it to, the SEC. ITEMS 1 AND 2. BUSINESS AND PROPERTIES CORPORATE STRUCTURE AND CURRENT DEVELOPMENTS ConocoPhillips is a major, integrated, global energy company. ConocoPhillips was incorporated in the state of Delaware on November 16, 2001, in connection with, and in anticipation of, the merger between Conoco Inc. (Conoco) and Phillips Petroleum Company (Phillips). The merger between Conoco and Phillips (the merger) was consummated on August 30, 2002, at which time Conoco and Phillips combined their businesses by merging with separate acquisition subsidiaries of ConocoPhillips. As a result of the merger, Conoco and Phillips each became wholly owned subsidiaries of ConocoPhillips. For accounting purposes, Phillips was designated as the acquirer of Conoco and ConocoPhillips was treated as the successor of Phillips. Accordingly, Phillips' operations and results are presented in this Form 10-K for all periods prior to the close of the merger. From the merger date forward, the operations and results of ConocoPhillips reflect the combined operations of the two companies. Subsequent to the merger, Conoco was renamed ConocoPhillips Holding Company, and Phillips was renamed ConocoPhillips Company, but for ease of reference, those companies will be referred to respectively in this document as Conoco and Phillips. ConocoPhillips' business is organized into five operating segments: 1) Exploration and Production (E&P)--This segment explores for and produces crude oil, natural gas, and natural gas liquids worldwide, and mines oil sands to extract bitumen and upgrade it into synthetic crude oil. 2) Midstream--This segment gathers and processes natural gas produced by ConocoPhillips and others, and fractionates and markets natural gas liquids, primarily in the United States, Canada and Trinidad. The Midstream segment includes ConocoPhillips' 30.3 percent equity investment in Duke Energy Field Services, LLC, a joint venture with Duke Energy. 1 3) Refining and Marketing (R&M)--This segment refines, markets and transports crude oil and petroleum products, primarily in the United States, Europe and Asia. 4) Chemicals--This segment manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists primarily of ConocoPhillips' 50 percent equity investment in Chevron Phillips Chemical Company LLC, a joint venture with ChevronTexaco Corporation. 5) Emerging Businesses--This segment encompasses the development of new businesses beyond the company's traditional operations. Emerging Businesses includes new technologies related to carbon fibers, natural gas conversion into clean fuels and related products (gas-to-liquids), fuels technology, and power generation. At December 31, 2002, ConocoPhillips employed approximately 57,000 people in over 40 countries. SEGMENT AND GEOGRAPHIC INFORMATION For operating segment information and geographic information, see Note 26--Segment Disclosures and Related Information in the Notes to Consolidated Financial Statements, which is incorporated herein by reference. EXPLORATION AND PRODUCTION (E&P) - -------------------------------- This segment explores for and produces crude oil, natural gas, and natural gas liquids on a worldwide basis. It also mines deposits of oil sands in Canada to extract the bitumen and upgrade it into a synthetic crude oil. At December 31, 2002, ConocoPhillips' E&P operations were producing in the United States; the Norwegian and U.K. sectors of the North Sea; Canada; Nigeria; Venezuela; the Timor Sea; offshore Australia and China; Indonesia; the United Arab Emirates; Vietnam; Russia; and Ecuador. The information listed below appears in the supplemental oil and gas operations disclosures on pages 146 through 163 and is incorporated herein by reference. o Proved worldwide crude oil, natural gas and natural gas liquids reserves; o Net production of crude oil, natural gas and natural gas liquids; o Average sales prices of crude oil, natural gas and natural gas liquids; o Average production costs per barrel of oil equivalent; o Net wells completed, wells in progress and productive wells; and o Developed and undeveloped acreage. In 2002, ConocoPhillips' worldwide crude oil production, including its share of equity affiliates' production, averaged 682,000 barrels per day, a 21 percent increase from 563,000 barrels per day in 2001. 2 During the year, 371,000 barrels per day of crude oil was produced in the United States, down slightly from 373,000 barrels per day in 2001. The decrease in U.S. production was due to lower production in Alaska, reflecting normal field declines, as well as operating interruptions during the year, partially offset by increased production volumes following the merger. Foreign crude oil production volumes increased 64 percent in 2002, primarily as a result of the merger. E&P's worldwide production of natural gas liquids averaged 46,000 barrels per day in 2002, compared with 35,000 barrels per day in 2001. U.S. production accounted for 32,000 barrels per day in 2002, compared with 26,000 barrels per day in 2001. The increases were primarily the result of the merger. The company's worldwide production of natural gas averaged 2,047 million cubic feet per day in 2002, compared with 1,335 million cubic feet per day in 2001. U.S. natural gas production increased 20 percent in 2002, while foreign natural gas production increased 126 percent. The increases were primarily due to the merger. ConocoPhillips' worldwide annual average crude oil sales price increased 1 percent in 2002, to $24.07 per barrel. E&P's annual average worldwide natural gas sales price decreased 14 percent from 2001, to $2.77 per thousand cubic feet. The company's finding and development costs in 2002 were $5.57 per barrel of oil equivalent, compared with $5.97 in 2001. Over the last five years, ConocoPhillips' finding and development costs averaged $4.31 per barrel of oil equivalent. Finding and development costs per barrel of oil equivalent is calculated by dividing the net reserve change for the period (excluding production and sales) into the costs incurred for the period, as reported in the "Costs Incurred" disclosure required by Statement of Financial Accounting Standards No. 69, "Disclosures about Oil and Gas Producing Activities." At December 31, 2002, ConocoPhillips, including its share of equity affiliates, held a combined 101.9 million net developed and undeveloped acres, compared with 25.8 million net acres at year-end 2001. The increase in acreage was primarily the result of the merger. At year-end 2002, the company held acreage in 29 countries (counting the Timor Gap Zone of Cooperation between Australia and East Timor as a single country for this purpose). E&P--U.S. OPERATIONS In 2002, U.S. E&P operations contributed 55 percent of ConocoPhillips' worldwide liquids production and 54 percent of its worldwide natural gas production. The company's U.S. operations are managed in two divisions: Alaska and the Lower 48 States. ALASKA ConocoPhillips is a major producer of crude oil on Alaska's North Slope, and produces natural gas in the Cook Inlet. A brief summary of the major Alaskan producing fields, transportation infrastructure, and exploration activities follows. Greater Prudhoe Area The Greater Prudhoe Area is comprised of the Prudhoe Bay field and satellites, as well as the Greater Point McIntyre Area fields. In 2002, an agreement was reached among all owners to align ownership across all fields within the Greater Prudhoe Area. ConocoPhillips now holds a 36.1 percent interest in all fields within the Greater Prudhoe Area, all of which are operated by BP p.l.c. (BP). 3 The Prudhoe Bay field is the largest oil field on Alaska's North Slope. It is the site of a large waterflood and enhanced oil recovery project, as well as a gas processing plant that processes and re-injects more than 8 billion cubic feet of natural gas daily. ConocoPhillips' net crude oil production from the Prudhoe Bay field averaged 130,800 barrels per day in 2002, compared with 144,900 barrels per day in 2001, while natural gas liquids production averaged 24,100 barrels per day in 2002, compared with 25,000 barrels per day in 2001. Prudhoe Bay satellite fields Aurora, Borealis, Polaris, and Midnight Sun produced 12,700 net barrels per day of crude oil in 2002 compared with 3,400 net barrels per day in 2001. The newly developed Borealis satellite field contributed the biggest share in 2002, producing 7,200 net barrels per day compared with 1,100 net barrels per day in 2001. All Prudhoe Bay satellite fields are produced through Prudhoe Bay production facilities. The Greater Point McIntyre Area (GPMA) is made up of the Point McIntyre, Niakuk, Lisburne, West Beach, and North Prudhoe Bay State fields. All fields within the GPMA are produced through the Lisburne Production Center. Net crude oil production for GPMA averaged 19,800 barrels per day in 2002, compared with 26,000 barrels per day in 2001. The bulk of this production came from the Point McIntyre field where an enhanced oil recovery project began in 2000. Greater Kuparuk Area ConocoPhillips operates the Greater Kuparuk Area, which is comprised of the Kuparuk field and four satellite fields: Tarn, Tabasco, Meltwater and West Sak. ConocoPhillips holds a 55.2 percent interest in the Kuparuk field, located about 40 miles west of Prudhoe Bay. Field installations include three central production facilities that separate oil, gas and water. The gas is either used for fuel or compressed for reinjection. ConocoPhillips' net crude oil production from Kuparuk averaged 79,000 barrels per day in 2002, compared with 91,400 barrels per day in 2001. The decrease was due to normal field declines. The Greater Kuparuk Area's satellite fields of Tarn, Tabasco and Meltwater produced 21,300 net barrels per day of crude oil in 2002, compared with 12,600 net barrels per day in 2001. The increase was due to a full year's production from Meltwater, which came online in late 2001. ConocoPhillips holds a 55.4 percent interest in these satellite fields. In late 2002, ConocoPhillips announced the startup of Kuparuk field Drill Site 3S (Palm). This drill site will develop the oil accumulation discovered by the Palm exploration wells drilled during the winter 2001 season. The Palm oil accumulation effectively extends the Kuparuk field on Alaska's North Slope approximately three miles to the northwest. The drill site produced crude oil at a 6,000 net-barrel-per-day rate following startup and is expected to reach peak production in 2004 following additional development drilling. Production from Palm is processed through existing Kuparuk field facilities. The Greater Kuparuk Area also includes the West Sak heavy-oil field. ConocoPhillips is studying and applying new ways to develop this heavy-oil field. In 2002, West Sak produced 3,300 net barrels of heavy oil per day, compared with 2,700 net barrels per day in 2001. ConocoPhillips holds a 55.4 percent interest in this field. Alpine Field The Alpine field, located west of the Kuparuk field, began production in November 2000. In 2002, the field produced at a net rate of 63,400 barrels of oil per day, compared with 57,800 barrels per day in 2001. ConocoPhillips is the operator and holds a 78 percent interest in Alpine. 4 In January 2003, ConocoPhillips and the U.S. Department of Interior Bureau of Land Management signed a Memorandum of Understanding that provides for completion of an Environmental Impact Statement (EIS) for five prospective satellites, Fiord, Nanuq, Lookout, Spark, and Alpine West, as well as future potential developments in the northeast corner of the National Petroleum Reserve-Alaska (NPR-A) and near the Alpine oil field. A final decision to move forward on these projects will be made after the EIS is completed and the appropriate permits have been granted. Cook Inlet ConocoPhillips' assets in Alaska include the North Cook Inlet field, the Beluga natural gas field, and the Kenai liquefied natural gas facility. ConocoPhillips has a 100 percent interest in the North Cook Inlet field. Net production in 2002 averaged 125 million cubic feet per day. All of the production from the North Cook Inlet field is used to supply ConocoPhillips' share of gas to the Kenai liquefied natural gas plant. ConocoPhillips' interest in the Beluga River field is 33 percent. Net production averaged 41 million cubic feet per day in 2002. Gas from the Beluga River field is sold to local utilities and industrial consumers. ConocoPhillips owns a 70 percent interest in the Kenai liquefied natural gas plant, which supplies liquefied natural gas to two utility companies in Japan. Utilizing two leased tankers, the company transports the liquefied natural gas to Japan, where it is reconverted to dry gas at the receiving terminal. ConocoPhillips sold 44.4 billion cubic feet of liquefied natural gas to Japan in 2002, compared with 46.1 billion cubic feet in 2001. Exploration ConocoPhillips holds more than one million net exploration acres in Alaska. ConocoPhillips drilled or participated in eight exploratory wells during 2002, on locations near Kuparuk, Prudhoe Bay and Alpine, as well as in the NPR-A and the Cook Inlet. Of the eight wells, two are moving forward with development plans and one is pending further appraisal. In May 2001, ConocoPhillips announced the first discoveries in the NPR-A since the area was reopened to exploration in 1999. ConocoPhillips plans to drill or participate in four exploration wells in Alaska during 2003. Transportation ConocoPhillips transports the petroleum liquids it produces on the North Slope to market through the Trans-Alaska Pipeline System (TAPS), an 800-mile pipeline, marine terminal and spill response and escort vessel system that ties the North Slope of Alaska to the port of Valdez in south-central Alaska. While ownership interest in TAPS was 26.7 percent in 2002, regulatory approval was received in early 2003 to purchase an additional 1.5 percent interest from Amerada Hess, thereby increasing ConocoPhillips ownership in TAPS to 28.2 percent. The purchase was effective January 24, 2003. In the second quarter of 2001, ConocoPhillips and the five other owners of TAPS completed and filed state and federal applications for renewal of the pipeline's right-of-way permit through 2034. The State of Alaska approved the 30-year right-of-way renewal in November 2002 and U.S. federal approval was received in January 2003. TAPS was shut down in early November 2002 following a major earthquake in Alaska. There were no associated oil leaks, spills or pipeline ruptures. TAPS remained shut down for approximately three days and was restarted after all necessary inspections, leak testing and temporary repairs were made. 5 ConocoPhillips' ownership of stock in the Alyeska Pipeline Service Company increased from 26.7 percent in 2002 to 28.2 percent as a result of the January 2003 purchase of an additional interest from Amerada Hess. Alyeska constructed and operates the pipeline system on behalf of the TAPS owners. ConocoPhillips also has ownership interests in the Alpine, Kuparuk and Oliktok pipelines on the North Slope. In 2002, ConocoPhillips sold its 20 percent ownership interest in the Cook Inlet Pipeline Company. ConocoPhillips, BP and ExxonMobil agreed in late 2000 to jointly evaluate a gas pipeline project to deliver natural gas from Alaska's North Slope to the Lower 48. The three co-owners shared equally in the costs and governance of the program. ConocoPhillips does not believe the project provides the desired return on investment in the current economic environment, given the significant size and risk associated with the project. However, ConocoPhillips continues to search for a solution that will allow this energy resource to be produced. ConocoPhillips' wholly owned subsidiary, Polar Tankers Inc., manages the marine transportation of the company's Alaska North Slope production. Polar Tankers is based in Long Beach, California, and operates five ships in the Alaskan trade, chartering additional third party operated vessels as necessary. In 2001, Polar Tankers brought the Polar Endeavour into service, and the Polar Resolution was brought into service in 2002. After the Polar Endeavour was placed in service, ConocoPhillips entered into a transaction to sell and subsequently lease back the vessel for 10 years. These 125,000-deadweight-ton, double-hulled crude oil tankers are the first two of five Endeavour Class tankers that ConocoPhillips plans to add to its Alaskan-trade fleet over a five-year period. The third tanker, the Polar Discovery, is scheduled to enter the fleet in 2003. LOWER 48 STATES ConocoPhillips' operations in the Lower 48 States are principally located in the following areas: o Offshore: Gulf of Mexico; o Onshore: Various trends in Texas, New Mexico, Oklahoma, Louisiana, Utah, Colorado, and Wyoming Gulf of Mexico ConocoPhillips' current portfolio of producing properties in the Gulf of Mexico includes three fields operated by ConocoPhillips and 24 operated by other companies. At December 31, 2002, ConocoPhillips had 14 leases in production or under development in the deepwater Gulf of Mexico. ConocoPhillips held interests in 391 lease blocks in the deepwater Gulf of Mexico as of December 31, 2002. In 2003, ConocoPhillips expects to participate in four exploration wells in the deepwater Gulf of Mexico. ConocoPhillips' deepwater Gulf of Mexico drilling program utilizes the Deepwater Pathfinder, a drillship that is owned by a joint venture between Transocean Sedco Forex Inc. and ConocoPhillips. The vessel, which went into service in January 1999, is capable of drilling in water depths of up to 10,000 feet. ConocoPhillips holds a 16 percent interest in the Ursa field, which is operated by Shell. The Ursa tension-leg platform was installed in late 1998 in approximately 3,900 feet of water, with first production occurring in March 1999. As Ursa was owned by Conoco before the merger, only the production from August 30 through December 31, 2002, is included in ConocoPhillips' 2002 statistics and financial results. Production during this period averaged a net 12,500 barrels per day of liquids and 16 million cubic feet per day of gas. 6 The Princess field, which is adjacent to the Ursa field, was discovered in 2000. Because of Princess' proximity to Ursa, petroleum liquids and natural gas produced from Princess can be processed and transported via the Ursa infrastructure already in place. ConocoPhillips owns a 16 percent interest in Princess. First production from Princess began in late 2002 with the completion of a well on the Ursa platform. ConocoPhillips operates and holds a 75 percent interest in the Garden Banks 783 and 784 leases which contain the Magnolia field. First production from Magnolia is scheduled for late 2004. ConocoPhillips owns a non-operated interest of 18.2 percent in the K2 discovery. K2 was discovered in 1999 and appraisal continued in 2002. Further appraisal and preliminary development operations are scheduled for 2003. Onshore ConocoPhillips is a large natural gas producer in three major gas producing trends: the Lobo trend in south Texas, the San Juan Basin of New Mexico, and the Guymon-Hugoton trend in the panhandles of Texas and Oklahoma. At December 31, 2002, the company held over 2.2 million net acres of oil and gas leases in these trends. Combined production from the date of the merger through year-end from these three areas averaged a net 948 million cubic feet per day of natural gas. E&P--THE NORTH SEA In 2002, E&P operations in the North Sea contributed 28 percent of ConocoPhillips' worldwide liquids production and 29 percent of its worldwide natural gas production. The company's North Sea assets are principally located in the Norwegian and U.K. sectors. NORWAY The Ekofisk Area is located approximately 200 miles offshore Norway in the center of the North Sea. The Ekofisk Area is comprised of four producing fields: Ekofisk, Eldfisk, Embla and Tor. Ekofisk serves as a hub for petroleum operations in the area, with surrounding developments utilizing the infrastructure. Net production in 2002 from the Ekofisk Area was 127,000 barrels of liquids per day and 133 million cubic feet of natural gas per day. ConocoPhillips is the operator and has a 35.1 percent interest in Ekofisk. The production license for the Ekofisk Area runs until 2028. ConocoPhillips also has ownership interests in several other producing fields in the Norwegian North Sea, the more significant of which include a 24.3 percent interest in the Heidrun field, a 10.3 percent interest in the Statfjord field, and a 1.6 percent interest in the Troll field. Production from these, and other fields in the Norwegian sector of the North Sea acquired in the merger, averaged a net 105,000 barrels of liquids per day and 112 million cubic feet of natural gas per day for the last four months of 2002. UNITED KINGDOM ConocoPhillips is the largest equity owner in and the joint operator of the Britannia natural gas/condensate field. ConocoPhillips holds a 58.7 percent interest in Britannia. First production from Britannia occurred in August 1998. ConocoPhillips' proved reserves in Britannia included approximately 1.1 trillion cubic feet of natural gas and 34 million barrels of petroleum liquids at December 31, 2002. For the last four months of 2002, production from Britannia averaged a net 13,000 barrels per day of liquids and 336 million cubic feet per day of natural gas. 7 ConocoPhillips operates and holds a 36.5 percent interest in the Judy/Joanne fields which together comprise J-Block. Additionally, the Jade field began production in the first quarter of 2002 from a wellhead platform and pipeline tied to the J-Block facilities. ConocoPhillips is the operator and holds a 32.5 percent interest in Jade. Together, these fields produced a net 14,000 barrels of liquids per day and 96 million cubic feet of natural gas per day in 2002. ConocoPhillips continues to supply gas from J-Block to Enron Capital and Trade Resources Limited (Enron Capital), which was placed in Administration in the United Kingdom on November 29, 2001. ConocoPhillips has been paid all amounts currently due and payable by Enron Capital, including outstanding amounts due for the period prior to the appointment of the Administrator. The company believes that Enron Capital will continue to pay the amounts due for gas supplied by ConocoPhillips in accordance with the terms of the gas sales agreement. ConocoPhillips does not currently expect that it will have to curtail sales of gas under the gas sales agreement or shut in production as a result of the Administration of Enron Capital. However, in the event Enron Capital is no longer under Administration, there may be additional risk of production constraints. ConocoPhillips has various ownership interests in 15 producing gas fields in the southern North Sea that were acquired in the merger. These fields mostly feed into the ConocoPhillips-operated Theddlethorpe gas processing facility through three ConocoPhillips-operated pipeline systems. Production for the last four months of 2002 averaged a net 357 million cubic feet per day of natural gas. The investment in the Viscount development was charged to impairment expense in the fourth quarter of 2002 due to disappointing development drilling results. In September 2002, ConocoPhillips began production from the Hawksley field in the southern sector of the U.K. North Sea. The Hawksley discovery well, 44/17 a-6y, was completed in July 2002 in one of five natural gas reservoirs currently being developed by ConocoPhillips as a single, unitized project. The other reservoirs are McAdam, Murdoch K., Boulton, and Watt. Collectively, they are known as CMS3 due to their utilization of the production and transportation facilities of the ConocoPhillips-operated Caister Murdoch System (CMS). ConocoPhillips is the operator of CMS3 and holds a 59.5 percent interest. ConocoPhillips has a 24 percent interest in the Clair field development. Net proved reserves are 24 million barrels of petroleum liquids. The Clair development is comprised of a conventional steel jacket structure with minimum manned facilities topside. First production from Clair is targeted for 2004. ConocoPhillips is also assessing the development of the Callanish and Brodgar fields. These new satellite development projects would be tied back to the Britannia facility. Appraisal wells for both discoveries were drilled in 2000. ConocoPhillips has a 75 percent interest in the Brodgar field and an 83.5 percent interest in the Callanish field. ConocoPhillips also has ownership interests in several other producing fields in the U.K. North Sea, including a 23.4 percent interest in the Alba field, a 40 percent interest in the MacCulloch field, and an 11.5 percent interest in the Armada field. Production from these and other fields in the U.K. sector of the North Sea averaged a net 50,000 barrels of liquids per day and 85 million cubic feet of natural gas per day for the last four months of 2002. The Interconnector pipeline, which connects the United Kingdom and Belgium, facilitates the marketing throughout Europe of the natural gas ConocoPhillips produces in the United Kingdom. ConocoPhillips' 10 percent equity share of the Interconnector pipeline allows the company to ship approximately 200 million cubic feet of natural gas per day to markets in continental Europe. ConocoPhillips has multi-year contracts to supply natural gas to Gasunie in the Netherlands and Wingas in Germany. Because the Interconnector pipeline provides the flexibility to flow in either direction, ConocoPhillips is able to take 8 advantage of the long-term and short-term market conditions in both the United Kingdom and continental Europe. OTHER AREAS ConocoPhillips sold its interests in the Netherlands in the fourth quarter of 2002. Financial results for the Netherlands from the date of the merger through the date of sale are included in Corporate and Other as discontinued operations. Accordingly, the Netherlands production statistics are not included in E&P. EXPLORATION ConocoPhillips plans six exploration wells and two appraisal wells in the North Sea in 2003. In the Norwegian sector, three exploration wells and an appraisal well are planned for 2003. In the U.K. sector, two exploratory wells that were spudded in late 2002 will continue drilling operations into 2003. ConocoPhillips plans to participate in an additional exploration well and an appraisal well in the U.K. sector in 2003. E&P--CANADA In 2002, E&P operations in Canada contributed 2 percent of ConocoPhillips' worldwide liquids production and 8 percent of its worldwide natural gas production, excluding Syncrude production. CONVENTIONAL OIL AND GAS OPERATIONS Operations in western Canada encompass properties in Alberta, northeastern British Columbia and southwestern Saskatchewan. The reserve base in central and northwestern Alberta and northeastern British Columbia is dominated by liquids-rich natural gas and light-oil fields, as well as large enhanced oil recovery projects. The reserve base in southern Alberta and southwestern Saskatchewan is a mix of medium-gravity crude oil and natural gas. ConocoPhillips is working with three other energy companies, as members of the Mackenzie Delta Producers' Group (Group), on the possibility of transporting onshore gas production from the Mackenzie Delta in northern Canada to existing markets. In October 2001, the Group signed a Memorandum of Understanding (MOU) with the Aboriginal peoples of the Northwest Territories, as represented by the Mackenzie Valley Aboriginal Pipeline Corporation (MVAPC). The MOU provides a framework for the parties to move forward on the development of a Mackenzie Valley pipeline, running some 800 miles to serve the North American gas market. In January 2002, the Group and the MVAPC announced that they would begin preparing the regulatory applications needed to develop onshore natural gas resources in the Mackenzie Delta, including the Mackenzie Valley pipeline. Conceptual engineering commenced in April 2002, and in September 2002, after receiving expressions of interest from other potential shippers, the consortium decided to increase the initial design capacity for the Mackenzie Valley pipeline from 830 to 1,200 million cubic feet per day. The pipeline capacity would be expandable with additional compression. ConocoPhillips would hold a 16 percent interest in the pipeline and a 75 percent interest in the development of the Parsons Lake gas field. The Parsons Lake gas field would be one of the three primary fields in the Mackenzie Delta that would anchor the pipeline development. Submission of regulatory applications for the project is anticipated in late 2003 and first gas production is currently targeted by 2008. ConocoPhillips owns approximately 47 percent of Petrovera, a joint venture that combines a substantial portion of ConocoPhillips' Canadian heavy-oil assets and certain associated natural gas assets. Net production was approximately 15,100 barrels of petroleum liquids per day from the date of the merger through year-end 2002, and is reported separately in equity affiliate production. 9 OTHER CANADIAN OPERATIONS ConocoPhillips has two oil sands projects in Canada: Syncrude Canada Ltd. and Surmont. Syncrude Canada Ltd. ConocoPhillips owns a 9.03 percent undivided interest in Syncrude Canada Ltd., a joint venture created by a number of energy companies for the purpose of mining shallow deposits of oil sands, extracting the bitumen and upgrading it into a light sweet crude oil called Syncrude Sweet Blend (Syncrude). The primary plant and facilities are located at Mildred Lake, about 25 miles north of Fort McMurray, Alberta, together with an auxiliary mining and extraction facility approximately 20 miles from the Mildred Lake plant. Syncrude Canada Ltd. holds eight oil sands leases, of which ConocoPhillips' share is approximately 23,000 net acres. The necessary surface rights are also held and the sites are readily accessible. In December 1999, the Alberta Energy and Utilities Board extended the project license term to the year 2035. The U.S. Securities and Exchange Commission's regulations define this project as mining-related and not part of conventional oil and gas operations. As such, Syncrude reserves are not included in the company's proved oil and gas reserves as reported in its supplemental oil and gas reserves information. Surmont The Surmont lease is located about 35 miles south of Fort McMurray, Alberta. ConocoPhillips owns a 43.5 percent interest and is the operator. Currently, a pilot project is being conducted to evaluate the potential of the Steam Assisted Gravity Drainage technology at Surmont to economically develop oil sands that are too deep to mine. In 2001, the company submitted a regulatory application to develop 100,000 barrels per day of heavy-oil production. This application is in the final stages of review and a regulatory decision is expected in 2003. E&P--SOUTH AMERICA In 2002, E&P operations in South America were comprised of interests in Venezuela, Ecuador and Brazil. South American operations contributed 4 percent of ConocoPhillips' worldwide liquids production. VENEZUELA ConocoPhillips has two major heavy-oil projects in Venezuela: Petrozuata and Hamaca. In addition, ConocoPhillips owns blocks in the Gulf of Paria, which contains the Corocoro conventional oil and gas discovery and other exploration opportunities. Petrozuata Petrozuata is a joint venture between ConocoPhillips, which holds a 50.1 percent non-controlling equity interest that was acquired in the merger, and a subsidiary of Petroleos de Venezuela S.A. (PDVSA), the national oil company of Venezuela, which holds the remaining interest. The project is an integrated operation that produces extra-heavy crude oil from reserves in the Zuata region of the Orinoco Oil Belt, transports it to the Jose industrial complex on the north coast of Venezuela, and upgrades it into medium-grade crude oil, with associated by-products of liquefied petroleum gas, sulfur, petroleum coke and heavy gas oil. The joint-venture agreement has a 35-year term. Petrozuata began early production of extra-heavy crude oil in August 1998, and, after completion of the upgrader at Jose, made the first commercial sales of upgraded, medium-grade crude oil in April 2001. ConocoPhillips' net production was approximately 52,200 barrels of medium-grade crude oil per day for the last four months of 2002, and is reported separately as equity affiliate production. The medium-grade 10 crude oil produced by Petrozuata is used as a feedstock for ConocoPhillips' Lake Charles, Louisiana, refinery and the Cardon refinery operated by PDVSA. ConocoPhillips has entered into an agreement to purchase up to 104,000 barrels per day of the Petrozuata upgraded crude oil for a market-based formula price over the term of the joint venture in the event that Petrozuata is unable to sell the production for higher prices. All upgraded crude oil sales are denominated in U.S. dollars. By-products produced by the upgrading facility, principally coke and sulfur, are sold to a variety of domestic and foreign purchasers. The loading facilities at Jose transfer crude oil and some of the by-products to ocean vessels for export. Hamaca The Hamaca project also involves the development of heavy-oil reserves from the Orinoco Oil Belt. ConocoPhillips' share in the Hamaca project is 40 percent. ConocoPhillips holds its interest in Hamaca through a jointly held limited liability company, which ConocoPhillips accounts for using the equity method. The other participants in Hamaca are PDVSA and ChevronTexaco Corporation. Drilling of development wells started in January 2001, with early production of extra-heavy oil starting in the fourth quarter of 2001. Production averaged 8,500 net barrels per day of heavy oil in 2002, and is reported separately as equity affiliate production. Construction of the heavy-oil upgrader, pipelines and associated production facilities at the Jose industrial complex began in 2000. The upgrader is expected to begin producing commercial quantities of medium-grade crude oil in 2004, at which time ConocoPhillips' net production from the Hamaca field is expected to increase to over 60,000 barrels per day from proved reserves. Gulf of Paria In 1999, Conoco drilled the Corocoro discovery that, during drill stem tests, flowed hydrocarbons from multiple zones. In 2001, Conoco and its partners commenced a four-well appraisal program to evaluate the Corocoro discovery. Three of the four wells were drilled in 2001 and the fourth well was completed in the first quarter of 2002. All four wells were successful. ConocoPhillips currently holds a 50 percent working interest in the Gulf of Paria West Block and is the operator. In November 2002, ConocoPhillips began progressing development discussions with the Venezuelan government and the company expects development approval in the first half of 2003. Upon approval of the development plan, an affiliate of PDVSA has the option to increase its participation in the development, which could reduce ConocoPhillips' current 50 percent interest down to as low as 32.5 percent. In addition, Venezuelan legislation enacted in 2001 introduced a new 30 percent flat royalty regime and reduced the income tax rate on light oil projects from 67.7 percent to 50 percent. The Corocoro Project's Royalty Agreement, which provides for a sliding scale royalty with a 16.55 percent maximum rate, was in effect prior to the 2001 legislation and is expected to continue to apply to the project. In addition to the Corocoro discovery, ConocoPhillips is pursuing additional prospects in the Gulf of Paria, with two exploration wells planned for 2003. In December of 2002, political unrest in Venezuela caused economic and other disruptions that shut down most oil and gas operations in Venezuela, including the company's Petrozuata, Hamaca and Gulf of Paria operations. Limited production began from these operations in February 2003. For more information about the impact of the disruptions on the company's operations in Venezuela, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Outlook" on page 74. 11 BRAZIL ConocoPhillips announced in August 2001 that the Brazilian government had signed concession agreements finalizing the award of two exploration blocks. ConocoPhillips, bidding alone, previously placed winning bids on BM-ES-11 and BM-PAMA-3 in Brazil's third bid round held in June 2001. Both blocks are located in deepwater offshore Brazil. ConocoPhillips entered into partnerships on both blocks in late 2002, reducing its interest to 70 percent in BM-ES-11 and 65 percent in BM-PAMA-3. In 2002 a significant seismic program was initiated over the acreage position. The evaluation of that seismic is ongoing and will continue in 2003. ConocoPhillips will operate both blocks. ECUADOR ConocoPhillips has a 14 percent non-operating interest in producing fields in the Oriente basin in Ecuador in the area collectively referred to as "Block 16," that was acquired in the merger. Repsol YPF, s.a. is the operator of the Block 16 area. ConocoPhillips' net production was 3,200 barrels of crude oil per day for the last four months of 2002. Net production for 2003 is expected to increase to over 8,000 barrels of crude oil per day with the completion of a trans-Andean heavy-oil pipeline. The pipeline completion is anticipated in the second half of 2003. E&P--ASIA PACIFIC In 2002, E&P operations in the Asia Pacific area contributed 3 percent of ConocoPhillips' worldwide liquids production and 7 percent of its worldwide natural gas production. CHINA In the South China Sea, ConocoPhillips' combined net production of crude oil from its Xijiang facilities averaged 11,600 barrels per day in 2002. Production from Phase I development of the Peng Lai 19-3 field in Bohai Bay Block 11-05 began in late December 2002. By the end of January 2003, the field was producing at a net rate of 8,200 barrels per day. ConocoPhillips holds a 49 percent interest, with the remainder held by the China National Offshore Oil Corporation. The Phase I development utilizes one wellhead platform and a floating production, storage and offloading facility. ConocoPhillips continues to move forward with feasibility planning and design for Phase II of the Peng Lai 19-3 development. Phase II would include multiple wellhead platforms, central processing facilities, and a floating storage and offloading facility. The Peng Lai 25-6 field, discovered in 2000 and located three miles east of Peng Lai 19-3, will be developed in conjunction with Phase II of the Peng Lai 19-3 development project. Several other exploration prospects have been identified in Block 11-05, with two exploration wells planned for 2003. INDONESIA ConocoPhillips operates 14 Production Sharing Contracts (PSCs) in Indonesia and has a non-operating interest in three others, all of which were acquired in the merger. ConocoPhillips' assets are concentrated in two core areas: the West Natuna Sea and South Sumatra; with a potentially emerging area offshore East Java. ConocoPhillips is party to five long-term U.S. dollar pipeline gas contracts that have been signed in Indonesia. 12 Offshore Assets ConocoPhillips operates six offshore PSCs: 1) South Natuna Sea Block B, 2) Nila, 3) Tobong, 4) Kakap, 5) Sakala Timur, and 6) Ketapang. The company holds a non-operator interest in the Pangkah PSC offshore East Java, and is a co-venturer in the West Natuna Gas Supply Group (WNG). ConocoPhillips participates in various gas marketing arrangements in connection with these assets. The Block B PSC is comprised of two mature oil fields and 15 gas fields in various phases of development. The largest current development in the Block B PSC is the Belanak field, which is scheduled for first production in late 2004. Two additional developments are scheduled for startup dates in 2006 and 2008, and would produce into the Belanak infrastructure. The company also has an active exploration program in both the Natuna Sea and East Java. Onshore Assets ConocoPhillips operates eight onshore PSCs: 1) Corridor TAC, 2) Corridor PSC, 3) South Jambi 'B', 4) Sakakemang JOB (jointly operated with a co-venturer), 5) Banyumas, 6) Tungkal, 7) Block A PSC in Aceh, and 8) Warim, and holds non-operator interests in the Bentu and Korinci-Baru PSCs. As with its offshore properties, the company participates in various gas marketing arrangements in connection with these fields. Exploration efforts focus on locating additional natural gas reserves. Gas sales are transported to Duri through a pipeline system formerly owned and operated by the state-owned pipeline company, PGN. This system has recently been transferred to a new company, Transgasindo (TGI), in which ConocoPhillips received a 14 percent equity share. Production of natural gas from Indonesia averaged a net 217 million cubic feet per day for the last four months of 2002, while production of crude oil over the same period averaged a net 14,700 barrels per day. The company plans to drill five exploratory and four appraisal wells in Indonesia in 2003. VIETNAM ConocoPhillips has a 23.25 percent interest in Block 15-1 in the Cuu Long Basin. In 2001, the partners in Block 15-1 declared the southwest portion of the Su Tu Den (Black Lion) field commercial after a successful appraisal program. In addition, an appraisal well in the northeast portion of Su Tu Den was successfully drilled in 2002. The Su Tu Den Phase I development project was approved in December 2001. A floating production, storage and offloading vessel and a wellhead platform will be utilized. The field is scheduled to begin production in the second quarter of 2004. An exploration discovery was also made on the nearby Su Tu Vang (Golden Lion) prospect in the third quarter of 2001. The potential commerciality of Su Tu Vang and the Northeast portion of Su Tu Den are currently being evaluated. ConocoPhillips has a 36 percent interest in the Rang Dong field in Block 15-2 in the Cuu Long Basin. In the third quarter of 2002, production began from two new wellhead platforms in the Rang Dong field. These additional platforms increased net production from the field from under 6,800 to over 12,400 barrels per day at year-end 2002. A successful appraisal step-out well, Rang Dong-12X, was drilled in the central part of the field in late 2001 and tested at a rate of 9,300 barrels of petroleum liquids per day. A development plan for this area of the field is being evaluated. ConocoPhillips also owns interests in offshore Blocks 16-2, 5-3, 133 and 134, as well as a 16.33 percent interest in the Nam Con Son gas pipeline. 13 TIMOR SEA AND AUSTRALIA Bayu-Undan ConocoPhillips' direct interest in the unitized Bayu-Undan field, located in the Timor Sea, was 55.9 percent at year-end 2002. A further 8.25 percent interest was held through Petroz N.L., in which the company had an 89.7 percent stock ownership at year-end. The field is being developed in two phases. Phase I is a gas-recycle project, where condensate and natural gas liquids will be separated and removed and the dry gas reinjected into the reservoir. This phase is expected to begin production in 2004, with the goal of attaining a net rate of 50,000 barrels of liquids per day from proved reserves. Phase II would involve the export and sale of the natural gas from the field. In March 2002, ConocoPhillips announced that it had signed a Heads of Agreement (LNG HOA) with The Tokyo Electric Power Company, Incorporated (TEPCO) and Tokyo Gas Co., Ltd. (Tokyo Gas) that would enable Phase II to proceed upon resolution of certain legal, regulatory, and fiscal issues. The Timor Sea Treaty (Treaty) was ratified by Timor-Leste (formerly East Timor) in December 2002 and by Australia in March 2003 and is subject to certain procedural events before it is fully effective. The Treaty will allow the issuance of new production sharing contracts to the existing contractors in the Bayu-Undan unit, which when combined with the expected approval of the Development Plan and the expected enactment of certain Timor-Leste legislation will provide the legal, regulatory and fiscal basis necessary to proceed with the project. Under the LNG HOA, TEPCO and Tokyo Gas will purchase 3 million tons per year in total of liquefied natural gas (LNG) for a period of 17 years, utilizing natural gas from the Bayu-Undan field. Shipments would begin in 2006 from an LNG facility near Darwin, Australia, utilizing ConocoPhillips' Optimized Cascade liquefied natural gas process. Under a separate agreement, the company plans to sell a 22.5 percent interest in one of the production sharing contracts via an indirect sale of an affiliate to TEPCO and Tokyo Gas. Following the sale to TEPCO and Tokyo Gas and a rebalancing of interests, ConocoPhillips' interest in the unitized Bayu-Undan field, including Petroz N.L., would be 56.72 percent. Greater Sunrise During 2002, the Sunrise joint venture conducted a thorough review of a proposal based on piping gas 330 miles to shore for sale in Darwin and elsewhere in Australia and an alternative proposal to supply LNG to North America from a floating LNG facility. The review found neither proposal to be commercially viable at that time. However, the review did acknowledge the level of demand and interest within the Australian domestic gas market, and highlighted the potential for a floating LNG facility at Greater Sunrise to become a cost competitive supplier of LNG into regional markets. Consequently, in 2003, the Greater Sunrise joint venture participants plan to continue evaluating commercial development options and markets. The Sunrise joint venture participants are: Woodside 33.44 percent (Operator), ConocoPhillips 30 percent, Shell 26.56 percent and Osaka Gas 10 percent. E&P--AFRICA AND THE MIDDLE EAST NIGERIA ConocoPhillips' crude oil production from five leases in Nigeria averaged a net 29,100 barrels per day in 2002. These five leases include four onshore Oil Mining Leases (OML) and a shallow-water offshore OML. Continued development and exploratory drilling is planned for 2003 on the leases. 14 ConocoPhillips entered into a production sharing contract on Oil Prospecting Lease (OPL) 318, deepwater Nigeria, on June 14, 2002, where ConocoPhillips is operator with 50 percent interest. The acquisition of 3D seismic data on OPL 318 is planned to begin in 2003, with the first exploratory well expected to be drilled in the fourth quarter of 2004. The company is participating in a 450-megawatt gas-fired power plant to supply electricity to Nigeria's national electricity supplier. The plant will consume 75 million cubic feet per day of natural gas sourced from within ConocoPhillips' Nigerian proved natural gas reserves. The plant is expected to be operational in 2005. ANGOLA ConocoPhillips has a 20 percent interest in exploratory activity in deepwater Block 34, offshore Angola. The first exploration well, completed in 2002, did not encounter commercial quantities of hydrocarbons, which led to a substantial financial impairment of the investment in the block. Further drilling is planned on the block in 2003. CAMEROON On December 18, 2002, ConocoPhillips announced a successful drill stem test on an exploratory well offshore Cameroon. The well, located in exploration permit PH 77, offshore in the Douala Basin, obtained a maximum flow rate of 3,000 barrels of oil per day and 1.8 million cubic feet of natural gas per day during the test. Contractor interests in the 2,830 square mile permit are held 50 percent by ConocoPhillips and 50 percent by a subsidiary of Petronas Carigali (Petronas). ConocoPhillips serves as the operator of the consortium. ConocoPhillips and Petronas are currently analyzing well results, and will be working with the National Hydrocarbon Corporation of Cameroon on developing forward plans to evaluate the discovery and other identified exploration prospects in the permit. DUBAI In Dubai, United Arab Emirates, ConocoPhillips is using horizontal drilling techniques and advanced reservoir drainage technology to enhance the efficiency of the offshore production operations and improve recovery rates from four fields. SAUDI ARABIA ConocoPhillips has a 15 percent interest in Core Venture 1 and a 30 percent interest in Core Venture 3 of the Kingdom of Saudi Arabia's natural gas initiative. ConocoPhillips and its co-venturers continue to define the project components in more detail, and to negotiate the implementation agreement, which would set out all major financial, operational and legal terms for the initiative, as well as a timeline for the project execution. E&P--RUSSIA AND CASPIAN SEA REGION RUSSIA ConocoPhillips holds a 50 percent ownership interest in Polar Lights Company, a Russian limited liability company established in January 1992 to develop the Ardalin field in the Timan-Pechora basin in Northern Russia. Polar Lights, which was acquired in the merger, started producing oil in August 1994 from the Ardalin field. In June 2002, production commenced from the Oshkotyn field, the first of three satellite fields under development. Net production averaged 13,500 barrels of petroleum liquids per day for the last four months of 2002. ConocoPhillips accounts for its interest in Polar Lights using the equity method of accounting. 15 CASPIAN SEA ConocoPhillips has an 8.33 percent interest in an exploration project in the Kazakhstan sector of the Caspian Sea. The exploration area consists of 10.5 blocks, totaling nearly 2,000 square miles about 50 miles west-northwest of the Tengiz oil field, onshore Kazakhstan. The blocks are covered by a production sharing agreement with the Kazakhstan government. The initial production phase of the contract is for 20 years, with options to extend the agreement an additional 20 years. In June 2002, ConocoPhillips and the other contracting companies in conjunction with KazMunayGas, which represents the Government of the Republic of Kazakhstan, declared the Kashagan discovery commercial. The declaration of commerciality enables the preparation of a development plan for the Kashagan field. The contracting companies plan to continue to explore other structures within the North Caspian Sea license. In October 2002, ConocoPhillips and its co-venturers announced a new hydrocarbon discovery in the Kazakhstan sector of the Caspian Sea. An initial test well, the Kalamkas-1, located adjacent to the Kashagan field, flowed oil. E&P--OTHER ConocoPhillips is continuing with plans to develop a project to build a liquefied natural gas import terminal in northern Baja California to provide access to gas markets in that region. The company is working with federal, state, and local officials in Mexico to secure permits for the project, and a decision whether or not to proceed with the terminal project is expected during 2003, pending resolution of local permitting issues. E&P--RESERVES The company has not filed any information with any other federal authority or agency with respect to its estimated total proved reserves at December 31, 2002. No difference exists between the company's estimated total proved reserves for year-end 2001 and year-end 2000, which are shown in this filing, and estimates of these reserves shown in a filing with another federal agency in 2002. DELIVERY COMMITMENTS ConocoPhillips has future commitments to deliver fixed and determinable quantities of crude oil to U.S. customers under various supply agreements over the next three years. During the period, the company is obligated to supply a total of 127 million barrels of crude oil under long-term contracts. To fulfill these obligations, ConocoPhillips plans to use production from domestic proved reserves, which are greater than these obligations and which have estimated production levels sufficient to meet the required delivery amounts. ConocoPhillips has a commitment to deliver a fixed and determinable quantity of liquefied natural gas in the future to two utility customers in Japan. The company is obligated over the next three years to supply a total of 108 billion cubic feet of liquefied natural gas. Production from one field in Alaska, with estimated proved reserves greater than the company's obligation and estimated production levels sufficient to meet the required delivery amount, will be used to fulfill the obligation. 16 MIDSTREAM - --------- ConocoPhillips' Midstream business is conducted through owned and operated assets as well as through its 30.3 percent equity investment in Duke Energy Field Services, LLC (DEFS). The Midstream businesses purchase raw natural gas from producers and gather natural gas through extensive pipeline gathering systems. The gathered natural gas is then processed to extract natural gas liquids from the raw gas stream. The remaining "residue" gas is marketed by both ConocoPhillips and DEFS to electrical utilities, industrial users, and gas marketing companies. Most of the natural gas liquids are fractionated--separated into individual components like ethane, butane and propane--and marketed as chemical feedstock, fuel, or blendstock. Total natural gas liquids extracted in 2002, including ConocoPhillips' share of DEFS, was 156,000 barrels per day, with 133,000 barrels per day of natural gas liquids fractionated. DEFS supplies a substantial portion of its natural gas liquids to ConocoPhillips and Chevron Phillips Chemical Company LLC (a joint venture between ConocoPhillips and ChevronTexaco) under a supply agreement that continues until December 31, 2014. This purchase commitment is on an "if-produced, will-purchase" basis and so it has no fixed production schedule, but has been, and is expected to be, a relatively stable purchase pattern over the term of the contract. Under this agreement, natural gas liquids are purchased at various published market index prices, less transportation and fractionation fees. DEFS also purchases raw natural gas from ConocoPhillips' E&P operations. DEFS is headquartered in Denver, Colorado. At December 31, 2002, DEFS owned and operated 60 natural gas liquids extraction plants, and owned an equity interest in another 11. Also at year end, DEFS' gathering and transmission systems included 60,000 miles of pipeline. In 2002, DEFS' raw natural gas throughput averaged 7.4 billion cubic feet per day, and natural gas liquids extraction averaged 392,000 barrels per day. DEFS' assets are primarily located in the Gulf Coast area, west Texas, Oklahoma, the Texas Panhandle, the Rocky Mountain area, and western Canada. Outside of DEFS, ConocoPhillips' U.S. Midstream assets at December 31, 2002, included nine owned and operated natural gas liquids extraction plants in New Mexico, Texas and Louisiana with a combined net plant inlet capacity of 757 million cubic feet per day and an equity interest in another two plants. One of the company owned plants in Louisiana also includes a 10,500 barrel-per-day liquids fractionator. In addition, ConocoPhillips owns an underground natural gas liquids storage facility in each of Texas and Louisiana. ConocoPhillips owns a 25,000 barrel-per-day capacity liquids fractionation plant in Gallup, New Mexico; owns a 22.5 percent equity interest in Gulf Coast Fractionators, which owns a natural gas liquids fractionating plant in Mt. Belvieu, Texas (with ConocoPhillips' net share of capacity at 25,000 barrels per day); and owns a 40 percent interest in a fractionation plant in Conway, Kansas (with ConocoPhillips' share of capacity at 42,000 barrels per day). ConocoPhillips owns a 700-mile intrastate natural gas and liquids pipeline system in Louisiana and gas gathering and natural gas liquids pipelines in several states. ConocoPhillips' Canadian natural gas liquids business includes the following assets: o A 92 percent operating interest in the 2.4 billion-cubic-feet-per-day Empress natural gas processing straddle plant near Medicine Hat, Alberta, with natural gas liquids production capacity of 46,000 barrels per day; o A 580-mile Petroleum Transmission Company pipeline from Empress to Winnipeg and six related pipeline terminals; 17 o An underground natural gas liquids storage facility with 1 million barrels of capacity; o A 10 percent interest in the 1,902-mile Cochin liquefied petroleum gas pipeline, originating in Edmonton, Alberta, and ending in Sarnia, Ontario, and a terminal storage system that transports propane, ethane and ethylene; and o An 18 percent interest in a 30,000 barrel-per-day propane-plus fractionator and a 5 percent interest in a 65-mile natural gas liquids pipeline with storage near Edmonton, Alberta. Canadian natural gas liquids extracted averaged 15,000 barrels per day in 2002. ConocoPhillips also owns a 39 percent equity interest in Phoenix Park Gas Processors Limited, a joint venture with the National Gas Company of Trinidad and Tobago Limited, which processes gas in Trinidad and markets natural gas liquids throughout the Caribbean and into the U.S. Gulf Coast. Phoenix Park's facilities include a gas processing plant and a natural gas liquids fractionator. ConocoPhillips' share of natural gas liquids extracted averaged 3,000 barrels per day in 2002. REFINING AND MARKETING (R&M) - ---------------------------- R&M operations encompass refining crude oil and other feedstocks into petroleum products (such as gasoline, distillates and aviation fuels), buying and selling crude oil and refined products, and transporting, distributing and marketing petroleum products. R&M operations are organized regionally with operations in the United States, Europe and the Asia Pacific region. As a condition to the merger, the U.S. Federal Trade Commission (FTC) required that the company divest specified Conoco and Phillips assets, the most significant of which were Phillips' Woods Cross, Utah, refinery and associated motor fuel marketing operations; Conoco's Commerce City, Colorado, refinery and related crude oil pipelines; and Phillips' Colorado motor fuel marketing operations. In addition, in December 2002, the company committed to and initiated a plan to sell a substantial portion of its company-owned retail sites. Both the FTC-required dispositions and the retail site dispositions have been classified as discontinued operations for financial reporting purposes, and are included in Corporate and Other. Accordingly, they are excluded from the descriptions of R&M's continuing operations contained in this section. See Note 4--Discontinued Operations, in the Notes to Consolidated Financial Statements, for additional information. UNITED STATES REFINING At December 31, 2002, ConocoPhillips owned and operated 12 crude oil refineries in the United States (excluding two refineries that are held for sale and reported in discontinued operations in Corporate and Other) having an aggregate rated crude oil refining capacity at year-end 2002 of 2,166,000 barrels per day. The average purchase cost of a barrel of crude delivered to the company's U.S. refineries in 2002 was $24.92, compared to $20.77 in 2001. 18 East Coast Region BAYWAY REFINERY Located on the New York Harbor in Linden, New Jersey, Bayway has a crude oil processing capacity of 250,000 barrels per day and processes mainly light low-sulfur crudes. Crude oil is supplied to the refinery by tanker, primarily from the North Sea and West Africa. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with home heating oil. Other products include petrochemical feedstocks (propylene) and residual fuel oil. The facility distributes its refined products to East Coast customers through pipelines, barges, railcars and trucks. Product production changes to meet seasonal demand. Gasoline is in higher demand during the summer, while in winter, the refinery optimizes operations to increase heating oil production. A 775 million-pound-per-year polypropylene plant became operational in March 2003. TRAINER REFINERY The Trainer refinery is located in Trainer, Pennsylvania, about 10 miles southwest of the Philadelphia airport on the Delaware River. The refinery has a crude oil processing capacity of 180,000 barrels per day and processes mainly light low-sulfur crudes. The Bayway and Trainer refineries are operated in coordination with each other by sharing crude oil cargoes, moving feedstocks between the facilities, and sharing certain personnel. Trainer also receives crude oil from the North Sea and West Africa. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with home heating oil. Other products include petrochemical feedstocks (propylene) and residual fuel oil. Refined products are distributed to customers in Pennsylvania, New York and New Jersey via pipeline, barge, railcar and truck. Gulf Coast Region ALLIANCE REFINERY The Alliance refinery, located in Belle Chasse, Louisiana, on the Mississippi River, is about 25 miles south of New Orleans and 63 miles north of the Gulf of Mexico. The refinery has a crude oil processing capacity of 250,000 barrels per day and processes mainly light low-sulfur crudes. Alliance receives domestic crude oil via pipeline, and crude oil from the North Sea and West Africa via pipeline connected to the Louisiana Offshore Oil Port. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with home heating oil. Other products include petrochemical feedstocks (benzene) and petroleum (fuel) coke. The majority of the refined products are distributed to customers through the Colonial and Plantation pipeline systems. LAKE CHARLES REFINERY The Lake Charles refinery is located in Westlake, Louisiana. The refinery has a crude oil processing capacity of 252,000 barrels per day. The refinery receives domestic and international crude oil and processes heavy, high-sulfur, low-sulfur and acidic crude oil. While the sources of international crude oil can vary, the majority is Venezuelan and Mexican heavy crudes delivered via tanker. The refinery produces a high percentage of transportation fuels such as gasoline, off-road diesel, and jet fuel along with heating oil. The majority of the refined products are distributed to customers by truck, rail or major common-carrier pipelines. In addition, refinery products can be sold into export markets through the refinery's marine terminal. The Lake Charles facilities also include a specialty coker and calciner that manufactures graphite and anode petroleum cokes supplied to the steel and aluminum industries, and provides a substantial increase in light oils production by breaking down the heaviest part of the crude barrel to allow additional production of diesel fuel and gasoline. The Lake Charles refinery supplies feedstocks to Excel Paralubes, Penreco and Venture Coke Company (Venco), all joint ventures that are part of the company's Specialty Businesses function within R&M. 19 SWEENY REFINERY The Sweeny refinery is located in Old Ocean, Texas, about 65 miles southwest of Houston. Effective March 1, 2003, the refinery's crude oil processing capacity increased to 215,000 barrels per day as a result of incremental debottlenecking. The refinery primarily receives crude oil through ConocoPhillips' and jointly owned terminals on the Gulf Coast, including a deepwater terminal at Freeport, Texas. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with home heating oil. Other products include petrochemical feedstocks (benzene) and petroleum (fuel) coke. Refined products are distributed throughout the Midwest and southeastern United States through pipeline, barge and railcar. ConocoPhillips and PDVSA have a limited partnership that operates a 58,000 barrel-per-day delayed coker and related facilities at the Sweeny refinery. Under the terms of the agreements, PDVSA supplies the refinery up to 165,000 barrels per day of Venezuelan Merey, or equivalent, crude oil. ConocoPhillips is the operator of, and holds a 50 percent interest in, the coker through its interest in Merey Sweeny, L.P. Central Region WOOD RIVER REFINERY The Wood River refinery is located in Roxana, Illinois, about 15 miles north of St. Louis, Missouri, on the east side of the Mississippi River. It is the company's largest refinery, with a crude oil processing capacity of 286,000 barrels per day and can process a mix of both light low-sulfur and heavy high-sulfur crudes. The facility receives domestic and foreign crude oil by pipeline. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with home heating oil. Other products include petrochemical feedstocks (benzene) and asphalt. Through an off-take agreement, a significant portion of its gasoline, diesel and jet fuel is sold to a third party at the refinery for delivery via pipelines into the upper Midwest, including the Chicago, Illinois, and Milwaukee, Wisconsin, metropolitan areas. Remaining refined products are distributed to customers in the Midwest by pipeline, truck, barge and railcar. PONCA CITY REFINERY ConocoPhillips' refinery located in Ponca City, Oklahoma, has a crude oil processing capacity of 194,000 barrels per day. Both foreign and domestic crudes are delivered by pipeline from the Gulf of Mexico, Oklahoma, Kansas, Texas and Canada. The refinery's facilities include fluid catalytic cracking, delayed coking and hydrodesulfurization units, which enable it to produce high ratios of gasoline and diesel fuel from crude oil. Finished petroleum products are shipped by truck, rail and company-owned and common-carrier pipelines to markets throughout the mid-continent region. BORGER REFINERY The Borger refinery is located in Borger, Texas, in the Texas Panhandle about 50 miles north of Amarillo. It includes a natural gas liquids fractionation facility. The crude oil processing capacity is 148,000 barrels per day, and the natural gas liquids fractionation capacity is 95,000 barrels per day. The refinery processes mainly heavy high-sulfur crudes. The refinery receives crude oil and natural gas liquids feedstocks through ConocoPhillips' pipelines from west Texas, the Texas Panhandle and Wyoming. The Borger refinery can also receive water-borne crude oil via ConocoPhillips' pipeline systems. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel along with a variety of natural gas liquids and solvents. Pipelines move refined products from the refinery to west Texas, New Mexico, Arizona, Colorado, Kansas, Nebraska and the Chicago area. 20 BILLINGS REFINERY ConocoPhillips' Billings, Montana, refinery has a crude oil processing capacity of 60,000 barrels per day, processing a mixture of about 95 percent Canadian heavy high-sulfur crude plus domestic high-sulfur and low-sulfur crudes, all delivered by pipeline. A delayed coker converts heavy high-sulfur residue into higher value light oils. The refinery produces a high percentage of transportation fuels such as gasoline, jet fuel, diesel and fuel grade petroleum coke. Finished petroleum products from the refinery are delivered via company-owned pipelines, rail, and trucks. West Coast Region LOS ANGELES REFINERY The Los Angeles refinery is composed of two linked facilities located about five miles apart in Carson and Wilmington, California, about 15 miles southeast of Los Angeles International airport. Carson serves as the front-end of the refinery by processing crude oil, and Wilmington serves as the back-end by upgrading products. The refinery has a crude oil processing capacity of 132,000 barrels per day and processes mainly heavy high-sulfur crudes. The refinery receives domestic crude oil via pipeline from California and foreign and domestic crude oil by tanker through company-owned and third-party terminals in the Port of Los Angeles. The refinery produces a high percentage of transportation fuels such as gasoline, diesel, and jet fuel. Other products include fuel grade petroleum coke. The refinery produces California Air Resources Board gasoline, and also produces gasoline without methyl tertiary-butyl ether (MTBE) by using ethanol to meet federally mandated oxygenate requirements. Refined products are distributed to customers in southern California, Nevada and Arizona by pipeline and truck. SAN FRANCISCO AREA REFINERY The San Francisco Area refinery is composed of two linked facilities located about 200 miles apart. The Santa Maria facility is located in Arroyo Grande, California, about 200 miles south of San Francisco, while the Rodeo facility is in the San Francisco Bay area. The refinery's crude oil processing capacity is 109,000 barrels per day of mainly heavy high-sulfur crudes. Both the Santa Maria and Rodeo facilities have calciners to upgrade the value of the coke that is produced. The refinery receives crude oil from central California, including the Elk Hills oil field, and foreign crude oil by tanker. Semi-refined liquid products from the Santa Maria facility are sent by pipeline to the Rodeo facility for upgrading to finished petroleum products. The refinery produces transportation fuels such as gasoline, diesel, and jet fuel. Other products include fuel grade petroleum coke. The refinery produces California Air Resources Board gasoline, and also produces gasoline without MTBE by using ethanol to meet federally mandated oxygenate requirements. Refined products are distributed by pipeline, railcar, truck and barge. FERNDALE REFINERY The Ferndale refinery in Ferndale, Washington, is about 20 miles south of the United States-Canada border on Puget Sound. The refinery has a crude oil processing capacity of 92,000 barrels per day. The refinery receives crude oil primarily from the Alaskan North Slope, with secondary sources supplied by Canada or the Far East. Ferndale operates a deepwater dock that is capable of taking in full tankers bringing North Slope crude oil from Valdez, Alaska. The refinery is also connected to the Transmountain crude oil pipeline that originates in Canada. The refinery produces transportation fuels such as gasoline, diesel, and jet fuel. Other products include residual fuel oil supplying the northwest marine transportation market. Construction of a new fluidized catalytic cracking unit that will increase the yield of transportation fuel is expected to become fully operational in the second quarter of 2003. Most refined products are distributed by pipeline and barge to major markets in the northwest United States. 21 MARKETING At December 31, 2002, ConocoPhillips marketed gasoline through approximately 13,700 outlets in 48 states (excluding operations reported in discontinued operations in Corporate and Other). About 31 percent of these utilize the Conoco brand, about 47 percent are branded Phillips 66 outlets, while the remaining outlets feature the Circle K, 76, Exxon and Mobil brands. ConocoPhillips has the right to use the Exxon and Mobil brands in certain areas until 2010. ConocoPhillips also has the use of the Coastal brand in 10 states until 2011. Wholesale In its wholesale operations, the company utilizes a network of marketers and dealers operating approximately 12,600 outlets. ConocoPhillips also buys and sells petroleum products in spot markets. ConocoPhillips' refined products are marketed on both a branded and unbranded basis. In addition to automotive gasoline and diesel fuel, ConocoPhillips produces and markets aviation gasoline, which is used by smaller, piston-engine aircraft. Aviation gasoline and jet fuel are sold through independent marketers at approximately 600 branded locations in the United States. At December 31, 2002, CFJ Properties, a 50/50 joint venture between ConocoPhillips and Flying J, owned and operated 96 truck travel plazas that carry the Conoco and/or Flying J brands. Retail At December 31, 2002, ConocoPhillips owned and operated approximately 400 convenience stores under the Circle K, Phillips 66, Conoco and 76 brands in 12 states. The company-operated retail operations are focused in the mid-continent and West Coast regions. All the Phillips 66 branded outlets market merchandise through the Kicks 66 brand convenience stores. TRANSPORTATION Pipelines and Terminals At December 31, 2002, ConocoPhillips' R&M segment had approximately 31,500 miles of common-carrier crude oil, raw natural gas liquids and products pipeline systems in the United States, including those partially owned and/or operated by affiliates. The company also owned and/or operated 82 finished product terminals, six liquefied petroleum gas terminals, seven crude oil terminals and one coke exporting facility. Tankers At December 31, 2002, ConocoPhillips chartered 15 double-hulled crude oil tankers, with capacities ranging in size from 650,000 to 1,100,000 barrels. These tankers are utilized to transport feedstocks to certain of the company's U.S. refineries. The company also has an ocean-going barge under charter, as well as a domestic fleet of both owned and chartered boats and barges providing inland waterway transportation. The information above excludes the operations of the company's subsidiary, Polar Tankers Inc., which is discussed in the E&P section, as well as an owned tanker on lease to a third party for use in the North Sea. ConocoPhillips has agreements for the long-term chartering of five double-hulled crude oil tankers that are currently under construction. Delivery is expected in the third and fourth quarters of 2003. Two of these vessels are 825,000-barrel tankers, and three are 1,115,000-barrel tankers. The term of the agreement is 12 years from date of delivery. ConocoPhillips plans to utilize the new tankers to replace older vessels in supplying its East Coast refining operations. 22 SPECIALTY BUSINESSES ConocoPhillips manufactures and sells a variety of high-value lubricants and specialty products including petroleum cokes, lubes, such as automotive and industrial lubricants, solvents and pipeline flow improvers, to commercial, industrial and wholesale accounts worldwide. Lubricants are marketed under the Conoco, Hydroclear, Phillips 66, 76 and Kendall brands. These lubricants are sold by marketers, mass merchandise stores, fast lubes, tire stores, automotive dealers, and convenience stores. Lubricants are also sold to industrial customers in many markets. Excel Paralubes is a joint-venture hydrocracked lubricating base oil manufacturing facility located adjacent to the Lake Charles refinery, and is 50 percent owned by ConocoPhillips. Excel Paralubes' lube oil facility produces approximately 20,000 barrels per day of high-quality, clear hydrocracked base oils. Hydrocracked base oils are second in quality only to synthetic base oils, but are produced at a much lower cost. The Lake Charles refinery supplies Excel Paralubes with gas-oil feedstocks. ConocoPhillips has a 50 percent interest in Penreco, a fully integrated specialties company, which manufactures and markets highly refined specialty petroleum products, including solvents, waxes, petrolatums and white oils, for global markets. The company manufactures high-quality graphite and anode-grade cokes in the United States and Europe, for use in the global steel and aluminum industries. Venco is a coke calcining joint venture in which ConocoPhillips has a 50 percent interest. Green petroleum coke is supplied to Venco's Lake Charles calcining facility from the Lake Charles refinery. INTERNATIONAL REFINING At December 31, 2002, ConocoPhillips owned or had an interest in six refineries outside the United States with an aggregate rated crude oil capacity of 440,000 net barrels per day. The average purchase cost of crude oil delivered to the company's international refineries in 2002 was $24.55 per barrel, compared with a $21.10 per barrel in 2001. Humber Refinery ConocoPhillips' wholly owned Humber refinery is located in North Lincolnshire, United Kingdom. Effective January 1, 2003, Humber's capacity was increased by 2,000 barrels per day to 234,000 barrels per day as a result of incremental debottlenecking. Crude oil processed at the refinery is supplied primarily from the North Sea and includes lower-cost, acidic crudes. The refinery also processes other intermediate feedstocks, mostly vacuum gas oils and residual fuel oil. The refinery's location on the east coast of England provides for cost-effective North Sea crude imports and product exports to European and world markets. The Humber refinery is a fully integrated refinery that produces a full slate of light products and minimal fuel oil. The refinery also has two coking units with associated calcining plants, which upgrade the heavy "bottoms" and imported feedstocks into light-oil products and high-value graphite and anode petroleum cokes. Approximately 58 percent of the light oils produced in the refinery are marketed in the United Kingdom, while the other products are exported to the rest of Europe and the United States. This gives the refinery the flexibility to take full advantage of inland and global export market opportunities. 23 Whitegate Refinery The Whitegate refinery is located in Cork, Ireland. Whitegate is Ireland's only refinery, and has a processing capacity of 72,000 barrels per day. Crude oil processed by the refinery is light sweet crude sourced mostly from the North Sea. The refinery primarily produces transportation fuels and fuel oil, which are distributed to the inland market via truck and sea, as well as being exported to the European market. ConocoPhillips also operates a deepwater crude oil and products storage complex in Bantry Bay, Ireland. MiRO Refinery The MiRO refinery in Karlsruhe, Germany, is a joint-venture refinery with a crude oil processing capacity of 283,000 barrels per day. ConocoPhillips has an 18.75 percent interest in MiRO, giving the company a net capacity share of 53,000 barrels per day. The other owners of MiRO are Shell & DEA Oil GmbH (formerly DEA Mineraloel AG), Esso AG and Ruhr Oel GmbH, a 50/50 joint venture between Veba and PDVSA. Approximately 60 percent of the refinery's crude oil feedstock is low-cost, high-sulfur crude. The MiRO complex is a fully integrated refinery producing gasoline, middle distillates, and specialty products along with a small amount of residual fuel oil. The refinery has a high capacity to convert lower-cost feedstocks into higher value products, primarily with a fluid catalytic cracker and delayed coker. The refinery produces both fuel grade and specialty calcined cokes. The refinery processes crude and other feedstocks supplied by each of the partners in proportion to their respective ownership interests. Czech Republic Refineries ConocoPhillips, through its participation in Ceska rafinerska, a.s. (CRC), has an interest in two refineries in the Czech Republic: one in Kralupy and the other in Litvinov. The other owners of CRC are Unipetrol A.S., Agip Petroli, and Shell Overseas Investment B.V. The refinery at Litvinov has a crude oil processing capacity of 103,000 barrels per day, and the Kralupy refinery has a crude oil processing capacity of 63,000 barrels per day. ConocoPhillips' 16.33 percent ownership share of the combined capacity is 27,000 barrels per day. Both refineries process mostly high-sulfur crude oil, with a large portion being Russian export blend delivered by pipeline. The refineries have an alternative crude supply via a pipeline from the Mediterranean. The two refineries are operated as a single entity, with certain intermediate streams moving between the two facilities. CRC markets finished products both inland and abroad. Melaka Refinery The refinery in Melaka, Malaysia, is a joint venture with Petronas, the Malaysian state oil company. ConocoPhillips owns a 47 percent interest in the joint venture. The refinery has a rated crude oil processing capacity of 120,000 barrels per day, of which ConocoPhillips' share is 56,000 barrels per day. Crude oil processed by the refinery is sourced mostly from the Middle East. The refinery produces a full range of refined petroleum products. The refinery capitalizes on ConocoPhillips' proprietary coking technology to upgrade low-cost feedstocks to higher-margin products. ConocoPhillips' share of refined products is distributed by truck to the company's ProJET retail sites in Malaysia, or transported by sea primarily to Asian markets. MARKETING ConocoPhillips had marketing operations in 15 European countries at December 31, 2002. The company's European marketing strategy is to sell primarily through owned, leased or joint-venture retail sites using a low-cost, high-volume, low-price strategy. ConocoPhillips also markets aviation fuels, liquid petroleum gases, heating oils, transportation fuels and marine bunkers to commercial customers and into the bulk or spot market. 24 ConocoPhillips uses the "JET" brand name to market its retail products in its wholly owned operations in Austria, the Czech Republic, Denmark, Finland, Belgium, Luxembourg, Germany, Hungary, Norway, Poland, Slovakia, Sweden and the United Kingdom. In addition, various joint ventures in which ConocoPhillips has an equity interest market products in Switzerland and Turkey under the "Coop" and "Tabas" or "Turkpetrol" brand names, respectively. As of December 31, 2002, ConocoPhillips had approximately 2,100 marketing outlets in its wholly owned European operations, of which about 1,200 were company-owned. Through ConocoPhillips' joint venture operations in Turkey and Switzerland, the company also has an interest in an additional 770 sites. The company's largest branded site networks are in Germany and the United Kingdom, which account for 60 percent of total European branded units. As of December 31, 2002, ConocoPhillips had 137 marketing outlets in its wholly owned Thailand operations in Asia. In addition, through a joint venture in Malaysia with Sime Darby Bhd., a company that has a major presence in the Malaysian business sector, ConocoPhillips also has an interest in another 25 retail sites. In Thailand and Malaysia, retail products are marketed under the "JET" and "ProJET" brands, respectively. CHEMICALS - --------- On July 1, 2000, ConocoPhillips and ChevronTexaco combined their worldwide chemicals businesses, excluding ChevronTexaco's Oronite business, into a new company, Chevron Phillips Chemical Company LLC (CPChem). In addition to contributing the assets and operations included in the company's Chemicals segment, ConocoPhillips also contributed the natural gas liquids business associated with its Sweeny, Texas, complex. ConocoPhillips and ChevronTexaco each own 50 percent of CPChem. ConocoPhillips uses the equity method of accounting for its investment in CPChem. CPChem, headquartered in The Woodlands, Texas, has 32 production facilities and six research and technology centers. CPChem uses natural gas liquids and other feedstocks to produce petrochemicals such as ethylene, propylene, styrene, benzene and paraxylene. These products are then marketed and sold, or used as feedstocks to produce plastics and specialty chemicals, such as polyethylene, cumene, and cyclohexane. CPChem's domestic facilities are located at Baytown, Borger, Conroe, La Porte, Orange, Pasadena, Port Arthur and Old Ocean, Texas; St. James, Louisiana; Pascagoula, Mississippi; Marietta, Ohio; and Guayama, Puerto Rico. CPChem also has nine plastic pipe plants and one pipe fittings plant in eight states. Major international facilities are located or under construction in Belgium, China, Saudi Arabia, Singapore, South Korea and Qatar. There is one plastic pipe plant in Mexico. Construction continued in Qatar on a major olefins and polyolefins complex, named Q-Chem I. The facility is designed to have an annual capacity of 1.1 billion pounds of ethylene, 1 billion pounds of polyethylene and 100 million pounds of 1-hexene. Construction of the complex, located in Mesaieed, Qatar, is nearing completion and the complex is undergoing commissioning. CPChem has a 49 percent interest, with a Qatar state-firm owning the remaining 51 percent interest. CPChem also signed an agreement for the development of a complex to be built in Ras Laffan, Qatar, named Q-Chem II. The facility will be an integrated ethylene and polyethylene complex. Final approval of Q-Chem II is anticipated in mid-2004, with startup expected in 2007. 25 CPChem announced plans in 2002 for a 50 percent-owned joint venture project in Al Jubail, Saudi Arabia. The project, expected to cost approximately $1 billion, is planned to produce styrene and propylene. Final approval of the project is anticipated in the fourth quarter of 2003, with operational start-up expected in 2006. A brief description of CPChem's major product lines follows. OLEFINS AND POLYOLEFINS Ethylene: Ethylene is a simple olefin used primarily to produce plastics, such as polyethylene. Ethylene is produced at Old Ocean, Port Arthur and Baytown, Texas. CPChem's net annual capacity at December 31, 2002, was approximately 7.6 billion pounds. Polyethylene: Polyethylene is used to make a wide variety of plastic products, including trash bags, milk jugs, bottles and plastic films. Polyethylene is produced at Pasadena, Baytown, and Orange, Texas, as well as in China and Singapore. CPChem's net annual capacity at December 31, 2002, was approximately 5.1 billion pounds. Plastic Pipe: Polyethylene is used to manufacture plastic pipe and pipe fittings. Plastic pipe is produced at nine plants in the United States and one plant in Mexico. Pipe fittings are produced at one plant in the United States. CPChem's net annual capacity at December 31, 2002, was approximately 544 million pounds. Normal Alpha Olefins: Normal alpha olefins can be custom blended for special applications and are used extensively as polyethylene comonomers and in plasticizers, synthetic motor oils and lubricants. Normal alpha olefins are produced at Baytown, Texas. CPChem's net annual capacity at December 31, 2002, was approximately 1.3 billion pounds. AROMATICS AND STYRENICS Styrene: Styrene, produced from benzene and ethylene, is used as a feedstock for polystyrene and other applications. Styrene is produced at St. James, Louisiana. CPChem's net annual capacity at December 31, 2002, was approximately 2.1 billion pounds. Polystyrene: Polystyrene is a thermoplastic polymer used in cups, disposable cameras, disposable signs, and other applications. It is produced at Marietta, Ohio, and in China. CPChem's net annual capacity at December 31, 2002, was approximately 990 million pounds. Benzene: Benzene is used to make cumene, cyclohexane, styrene and other products. Benzene is produced at Pascagoula, Mississippi; Port Arthur, Texas; and in Saudi Arabia. CPChem's net annual capacity at December 31, 2002, was approximately 2.7 billion pounds. Cyclohexane: Cyclohexane is a derivative of benzene that is used as a feedstock for nylon. It is produced at Port Arthur, Texas, and in Saudi Arabia. CPChem markets all of its own cyclohexane production, as well as that of its affiliates. CPChem's net annual capacity at December 31, 2002, was approximately 575 million pounds. In addition, CPChem markets cyclohexane production from ConocoPhillips' Sweeny and Borger complexes. K-Resin(R): K-Resin(R) is a styrene-butadiene (SBC) copolymer used to produce a clear, shatter-resistant resin. It is produced at the Houston Chemical Complex (HCC) in Pasadena, Texas, and in South Korea. Production of K-Resin SBC at HCC was idled in March 2000 as a result of an accident and fire at the plant. The plant began a phased-in start-up in the fourth quarter of 2001 and the force majeure status of the plant was lifted in May 2002. CPChem's annual capacity at HCC at December 31, 2002, was 26 approximately 270 million pounds. CPChem also has a net annual capacity of 69 million pounds at an equity affiliate's plant in Yochon, South Korea. Paraxylene: Paraxylene is an aromatic used as a feedstock for polyester. It is produced at Pascagoula, Mississippi. CPChem's net annual capacity at December 31, 2002, was approximately 1.0 billion pounds. SPECIALTY PRODUCTS Specialty Chemicals: CPChem manufactures, markets and distributes organosulfur, paraffinic, olefinic and aromatic specialty chemicals as well as a complete line of natural gas odorants, specialty catalysts, specialty fuels, mining chemicals and oilfield drilling additives, enhancers and cements. These products are manufactured and processed in Borger and Conroe, Texas and Tessenderlo, Belgium. Ryton(TM) Polyphenylene Sulfide: CPChem produces high-performance polyphenylene sulfide polymers sold under the trademark Ryton(TM), which is produced at Borger, Texas. CPChem's annual capacity of Ryton polymer at December 31, 2002, was 22 million pounds. Ryton compounds are produced in Belgium and Singapore. These facilities have a net annual capacity of approximately 29 million pounds of Ryton compounds in the aggregate. CPChem has research facilities in Oklahoma, Ohio, and Texas, as well as in Singapore and Brussels, Belgium. EMERGING BUSINESSES - ------------------- Emerging businesses encompass the development of new businesses beyond the company's traditional operations. CARBON FIBERS In 2002, ConocoPhillips completed the construction of its first carbon fibers manufacturing plant located in Ponca City, Oklahoma. ConocoPhillips confronted technology issues during construction, which resulted in a delay in the development of carbon fibers applications. As a result of market, operating and technological uncertainties, the company announced in February 2003 that it would shut down this project. GAS-TO-LIQUIDS (GTL) The GTL process refines natural gas into a wide range of transportable products. ConocoPhillips' GTL research facility is located in Ponca City, Oklahoma. The research facility includes laboratories and pilot plants to facilitate technology advancements. A 400 barrel-per-day pilot plant, designed to produce clean fuels from natural gas, is under construction in Ponca City and scheduled for completion in 2003. FUELS TECHNOLOGY ConocoPhillips' fuels technology businesses provide technologies and services that can be used in the company's operations or licensed to third parties. Downstream, major product lines include sulfur removal technologies (S Zorb), alkylation technologies (ReVAP), and delayed coking technologies. For upstream and downstream, fuels technology offers analytical services, pilot plant, and industrial hygiene services. 27 POWER GENERATION The focus of the power business is on developing integrated projects in support of the company's E&P and R&M strategies and business objectives. The projects that enable these strategies are included within the respective E&P and R&M segments. The projects and assets that have a significant merchant component are included in the Emerging Business segment. The power business is developing a 730-megawatt gas-fired combined heat and power plant in North Lincolnshire, United Kingdom. The facility will provide steam and electricity to the Humber refinery and steam to a neighboring refinery, as well as market power into the U.K. market. Construction began in 2002, with commercial operation anticipated in 2004. ConocoPhillips also owns or has an interest in gas-fired cogeneration plants in Orange and Corpus Christi, Texas. EMERGING TECHNOLOGY Emerging Technology focuses on developing new business opportunities designed to provide growth options for ConocoPhillips well into the future. Example areas of interest include renewable energy, advanced hydrocarbon processes, energy conversion technologies and new petroleum-based products. COMPETITION ConocoPhillips competes with private, public and state-owned companies in all facets of the petroleum and chemicals businesses. Some of the company's competitors are larger and have greater resources. Each of the segments in which ConocoPhillips operates is highly competitive. No single competitor, or small group of competitors, dominates any of ConocoPhillips' business lines. Upstream, the company's E&P segment competes with numerous other companies in the industry to locate and obtain new sources of supply, and to produce oil and natural gas in an efficient, cost-effective manner. Based on reserves statistics published in the September 9, 2002, issue of the Oil and Gas Journal, ConocoPhillips had the sixth-largest total of worldwide reserves of non-state-owned companies. The company delivers its oil and natural gas production into the worldwide oil and natural gas commodity markets. The principal methods of competing include geological, geophysical and engineering research and technology; experience and expertise; and economic analysis in connection with property acquisitions. The company's Midstream segment, through its equity investment in DEFS and its consolidated operations, competes with numerous other integrated petroleum companies, as well as natural gas transmission and distribution companies, to deliver the components of natural gas to end users in the commodity natural gas markets. DEFS is one of the largest producers of natural gas liquids in the United States, based on the November 18, 2002, Gas Processors Report. DEFS' principle methods of competing include economically securing the right to purchase raw natural gas into its gathering systems, managing the pressure of those systems, operating efficient natural gas liquids processing plants, and securing markets for the products produced. Downstream, the company's R&M segment competes primarily in the United States, Europe and the Asia Pacific region. Based on the statistics published in the December 23, 2002, issue of the Oil and Gas Journal, ConocoPhillips had the largest U.S. refining capacity of about 20 large refiners of petroleum products. In the Chemicals' segment, through its equity investment in CPChem, the company generally ranks in the middle of approximately 10 major competitors, based on ethylene, polyethylene, benzene and 28 styrene production capacity at year-end 2002, as published by Chemical Market Associates Inc. Petroleum products are primarily delivered into U.S. commodity markets, while petrochemicals and plastics are delivered into the worldwide commodity markets. Elements of downstream competition include product improvement, new product development, low-cost structures, and manufacturing and distribution systems. In the marketing portion of the business, competitive factors include product properties and processibility, reliability of supply, customer service, price and credit terms, advertising and sales promotion, and development of customer loyalty to ConocoPhillips' or CPChem's branded products. GENERAL At the end of 2002, ConocoPhillips held a total of 2,043 active patents in 72 countries worldwide, including 737 active U.S. patents. During 2002, the company received 61 patents in the United States and 134 foreign patents. The company's products and processes generated licensing revenues of $28 million in 2002. The overall profitability of any business segment is not dependent on any single patent, trademark, license, franchise or concession. Company-sponsored research and development activities charged against earnings were $355 million, $44 million and $43 million in 2002, 2001 and 2000, respectively. The environmental information contained in Management's Discussion and Analysis on pages 66 through 70 under the caption, "Environmental" is incorporated herein by reference. It includes information on expensed and capitalized environmental costs for 2002 and those expected for 2003 and 2004. Like all major, international oil companies, the company has for many years operated in countries that are subject to U.S. Government restrictions or prohibitions on business activities by U.S. companies. In some cases, business is permitted if the company has received a license from the Office of Foreign Assets Control (OFAC). In some cases where the company is prohibited from doing business, non-U.S. subsidiaries of the company are not restricted. The regulations implementing the restrictions are complicated and subject to interpretation by OFAC. The company has programs designed to ensure compliance with the restrictions and believes that its present operations do not violate the restrictions. In view of recent political, diplomatic and military developments in the Middle East, and throughout the world, the company is reexamining its policies and procedures in order to prevent any actions that would violate the letter, or even the spirit of the restrictions. These developments may affect prices, production levels, allocation and distribution of raw materials and products, including their import, export and ownership; the amount of tax and timing of payment; and the cost of compliance with environmental regulations. In recent weeks, a number of institutional investors and state governmental agencies have questioned the appropriateness of U.S. companies transacting business in or with any country that has reportedly been linked to terrorism, even if the country is not subject to legal restrictions. The company is also reexamining its policies to seek to ensure that its activities in or with certain countries is consistent with the U.S. government's policy, interests and objectives in such countries. Political or military developments, enactment by the U.S. of new legal restrictions, more stringent interpretation of existing legal restrictions, or decisions by the company to voluntarily cease operations in certain areas in order to protect its reputation could materially adversely affect the company. ITEM 3. LEGAL PROCEEDINGS The following is a description of legal proceedings involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment for this reporting period. The 29 following proceedings include those matters previously reported in Conoco's and Phillips' respective 2001 Forms 10-K, first- and second- quarter 2002 Forms 10-Q and ConocoPhillips' third-quarter 2002 Form 10-Q that have not been resolved. While it is not possible to predict the outcome of such proceedings, if any of such proceeding were decided adversely to ConocoPhillips, there would be no material effect on the company's consolidated financial position. Nevertheless, such proceedings are reported pursuant to the United States Securities and Exchange Commission's regulations. ConocoPhillips has responded to information requests from the United States Environmental Protection Agency (EPA) regarding New Source Review compliance at its Alliance, Bayway, Borger, Ferndale, Los Angeles, Rodeo, Santa Maria, Sweeny, Trainer and Wood River refineries. Although ConocoPhillips has not been notified of any formal findings or violations arising from these information requests, ConocoPhillips has been informed that the EPA is contemplating the filing of a civil proceeding against ConocoPhillips for alleged violations of the Clean Air Act. ConocoPhillips currently seeks a negotiated resolution of these matters which will likely result in increased environmental capital expenditures and governmental monetary sanctions. On December 31, 2002, the company received a Revised Proposed Agreed Order, which amended the June 24, 2002, Proposed Agreed Order, from the Texas Commission on Environmental Quality (TCEQ), proposing a penalty of $458,163 in connection with alleged air emission violations at the company's Borger, Texas, refinery as a result of an inspection conducted by the TCEQ in October 2000. On March 19, 2003, the TCEQ issued a recalculation of the proposed penalty in the amount of $467,834. On December 17, 2002, the United States Department of Justice (DOJ) notified ConocoPhillips of various alleged violations of the National Pollution Discharge Elimination System (NPDES) Permit for the Sweeny Refinery. DOJ asserts that these alleged violations occurred at various times during the period beginning January 1997 through July 2002. DOJ seeks a civil penalty in the amount of $1.6 million. On November 14, 2002, the TCEQ issued a proposed agreed Findings Order to resolve alleged water discharge violations of the Texas Water Code and Commission Rules at the Sweeny Refinery for the period beginning March 2000 through July 2002. The proposed order assesses a penalty in the amount of $488,125. On September 27, 2002, the Montana Department of Environmental Quality (MDEQ) issued a Notice of Violation (NOV) to ConocoPhillips. The NOV alleges that on December 13, 2000, the company discharged 52,374 gallons of gasoline from Tank 32 at its Helena, Montana product storage terminal. The NOV seeks a penalty in the amount of $114,000. The company anticipates that this matter will be settled early in the second quarter of 2003. On September 26, 2002, the EPA Region 5 filed an Administrative Complaint against the company alleging federal clean air act compliance violations associated with a product tank roof seal during the period December 15, 1997 through October 1, 2001. On November 25, 2002, the company and the EPA entered into a Consent Agreement and Final Order requiring the company to pay a $46,381 cash penalty and perform a supplemental environmental project (SEP). The SEP is estimated to cost approximately $180,000. On July 15, 2002, the United States filed a Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) cost recovery action against the company alleging that the United States has incurred unreimbursed oversight costs at the Lowry Superfund Site located in Arapahoe County, Colorado. The United States seeks recovery of approximately $12.3 million in past oversight costs and a declaratory judgment for future CERCLA response cost liability. Pursuant to the terms of a prior settlement agreement between the company, Waste Management, Inc. and others, Waste Management has assumed the 30 company's defense for this matter and it is the company's position that Waste Management should indemnify it for any liability arising from this action. On June 28, 2002, the company received an administrative civil complaint from the EPA, alleging violation of Emergency Planning and Community Right to Know Act found during an audit of the Los Angeles refinery in March 2000. This matter was settled in the first quarter of 2003. The company conducted negotiations with the EPA and the states of Colorado, Louisiana, Montana, and Oklahoma throughout 2001 as part of the EPA's nationwide initiative to enforce federal air regulations at petroleum refineries. In December 2001, the company entered into a Consent Decree with the United States, Colorado, Louisiana, Montana, and Oklahoma to reduce emissions from the company's Billings, Denver, Lake Charles and Ponca City refineries by a total of 7,500 tons per year over the subsequent seven years. The company expects to spend an estimated $95 million to $110 million over that time period to install control technology and equipment to reduce emissions from stacks, vents, valves, heaters, boilers and flares. The Consent Decree required and the company has paid a civil penalty of $1.5 million, in addition to requiring $5.1 million to be spent on supplemental environmental projects in Colorado, Louisiana, Montana and Oklahoma. This Consent Decree also resolves certain refinery air compliance issues previously self-disclosed to the state environmental agencies for Colorado, Montana and Oklahoma. Other self-disclosed air compliance issues that were outside the scope of the Consent Decree have been or will be resolved by consent orders entered directly with the appropriate state agency. During August 2001, the EPA and the DOJ notified the company of their intent to seek sanctions for alleged violations of the Clean Air Act arising from a 1998 Maximum Achievable Control Technology (MACT) compliance test of a flare at the company's Denver refinery. The matter was settled in the fourth quarter of 2002. In June of 1997, the company experienced pipeline spills on its Seminoe pipeline at Banner, Wyoming, and Lodge Grass, Montana. In response to these spills, the DOJ advised the company in August 2000 that the United States is contemplating a legal proceeding under the Clean Water Act against the company. The company and DOJ are currently in negotiations to resolve these matters. In addition to the above environmental matters, on March 27, 2000, an explosion and fire occurred at the K-Resin SBC plant due to the overpressurization of an out-of-service butadiene storage tank. One employee was killed and several individuals, including employees of both ConocoPhillips and its contractors, were injured. Additionally, individuals who were allegedly in the area of the Houston Chemical Complex at the time of the incident have claimed they suffered various personal injuries due to exposure to the event. The wrongful death claim and the claims of the most seriously injured workers have been resolved. Currently, there are eight lawsuits pending on behalf of approximately 100 primarily plaintiffs. Under the indemnification provisions of subcontracting agreements with Zachry Construction Corporation and Brock Maintenance, Inc., ConocoPhillips sought indemnification from these subcontractors with respect to claims made by their employees. Although that plant was contributed to CPChem under the Contribution Agreement, ConocoPhillips retains liability for damages arising out of the incident. Additionally, the company is subject to various lawsuits and claims including, but not limited to: actions challenging oil and gas royalty and severance tax payments; actions related to gas measurement and valuation methods; actions related to joint interest billings to operating agreement partners; claims for damages resulting from leaking underground storage tanks; and toxic tort claims. As a result of Conoco's separation agreement with DuPont, ConocoPhillips also has assumed responsibility for current and future claims related to certain discontinued chemicals and agricultural chemicals businesses operated by Conoco in the past. In general, the effect on future financial results is not subject to reasonable estimation because 31 considerable uncertainty exists. The ultimate liabilities resulting from such lawsuits and claims may be material to results of operations in the period in which they are recognized. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Held Age* ---- ------------- ---- Rand C. Berney Vice President and Controller 47 William B. Berry Executive Vice President, Exploration and Production 50 John A. Carrig Executive Vice President, Finance, and Chief Financial Officer 51 Archie W. Dunham Chairman of the Board of Directors 64 Philip L. Frederickson Executive Vice President, Commercial 46 Rick A. Harrington Senior Vice President, Legal, and General Counsel 58 John E. Lowe Executive Vice President, Planning and Strategic Transactions 44 Robert E. McKee III Executive Vice President 56 J. J. Mulva President and Chief Executive Officer 56 J. W. Nokes Executive Vice President, Refining, Marketing, Supply and Transportation 56
- ---------- *On March 1, 2003. There is no family relationship among the officers named above. Each officer of the company is elected by the Board of Directors at its first meeting after the Annual Meeting of Stockholders and thereafter as appropriate. Each officer of the company holds office from date of election until the first meeting of the directors held after the next Annual Meeting of Stockholders or until a successor is elected. The date of the next annual meeting is May 6, 2003. Set forth below is information concerning the executive officers. 32 RAND C. BERNEY was appointed Vice President and Controller of ConocoPhillips upon completion of the merger. Prior to the merger, he was Phillips' Vice President and Controller since 1997. WILLIAM B. BERRY was appointed Executive Vice President, Exploration and Production of ConocoPhillips on January 1, 2003, having previously served as President of ConocoPhillips' Asia Pacific operations since completion of the merger. Prior to the merger, he was Phillips' Senior Vice President E&P Eurasia-Middle East operations since 2001; and Phillips' Vice President E&P Eurasia operations since 1998. JOHN A. CARRIG was appointed Executive Vice President, Finance, and Chief Financial Officer of ConocoPhillips upon completion of the merger. Prior to the merger, he was Phillips' Senior Vice President and Chief Financial Officer since 2001; Phillips' Senior Vice President, Treasurer and Chief Financial Officer since 2000; and Phillips' Vice President and Treasurer since 1996. ARCHIE W. DUNHAM was appointed Chairman of the Board of Directors of ConocoPhillips upon completion of the merger. Prior to the merger, he was Conoco's Chairman of the Board, President and Chief Executive Officer since 1999; and Conoco's President and Chief Executive Officer since 1996. PHILIP L. FREDERICKSON was appointed Executive Vice President, Commercial of ConocoPhillips upon completion of the merger. Prior to the merger, he was Conoco's Senior Vice President of Corporate Strategy and Business Development since 2001; and Conoco's Vice President of Business Development since 1998. RICK A. HARRINGTON was appointed Senior Vice President, Legal, and General Counsel of ConocoPhillips upon completion of the merger. Prior to the merger, he was Conoco's Senior Vice President, Legal and General Counsel since 1998. JOHN E. LOWE was appointed Executive Vice President, Planning and Strategic Transactions of ConocoPhillips upon completion of the merger. Prior to the merger, he was Phillips' Senior Vice President, Corporate Strategy and Development since 2001; Phillips' Senior Vice President of Planning and Strategic Transactions since 2000; Phillips' Vice President of Planning and Strategic Transactions since 1999; Phillips' Manager of Strategic Growth Projects since earlier in 1999; and Phillips' Supply Chain Manager in refining, marketing and transportation since 1997. ROBERT E. MCKEE III was appointed Executive Vice President of ConocoPhillips on January 1, 2003, having previously served as Executive Vice President, Exploration and Production since the completion of the merger. Prior to the merger, he was Conoco's Executive Vice President, Exploration Production since 1996. J. J. MULVA was appointed President and Chief Executive Officer of ConocoPhillips upon completion of the merger. Prior to the merger, he was Phillips' Chairman of the Board of Directors and Chief Executive Officer since 1999; Phillips' Vice Chairman of the Board of Directors, President, and Chief Executive Officer since earlier in 1999; and Phillips' President and Chief Operating Officer since 1994. J. W. NOKES was appointed Executive Vice President, Refining, Marketing, Supply and Transportation of ConocoPhillips upon completion of the merger. Prior to the merger, he was Conoco's Executive Vice President, Worldwide Refining, Marketing, Supply and Transportation since 1999; and Conoco's President of North American Refining and Marketing since 1998. 33 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS QUARTERLY COMMON STOCK PRICES AND CASH DIVIDENDS PER SHARE Phillips Petroleum Company's (predecessor to ConocoPhillips) stock was traded primarily on the New York, Pacific and Toronto stock exchanges. On August 30, 2002, it ceased trading.
Stock Price ---------------------- Phillips Petroleum Company (predecessor to ConocoPhillips) High Low Dividends ---------------------- --------- 2002 First $ 63.80 55.30 .36 Second 64.10 54.53 .36 Third (through August 30) 59.21 44.75 N/A - ------------------------------------------------------------------------------------------------------------ 2001 First $ 59.00 51.70 .34 Second 68.00 52.78 .34 Third 59.86 50.00 .36 Fourth 60.95 50.66 .36 - ------------------------------------------------------------------------------------------------------------
ConocoPhillips' common stock began trading on September 3, 2002, the first trading day after the effective date of the merger.
Stock Price ---------------------- High Low Dividends ---------------------- --------- 2002 Third (from September 3) $ 53.20 45.87 .36 Fourth 50.75 44.03 .40 - ------------------------------------------------------------------------------------------------------------ Closing Stock Price at December 31, 2002 $ 48.39 Number of Stockholders of Record at February 28, 2003 60,666 - ------------------------------------------------------------------------------------------------------------
ConocoPhillips' common stock is traded on the New York Stock Exchange. 34 ITEM 6. SELECTED FINANCIAL DATA
Millions of Dollars Except Per Share Amounts ----------------------------------------------------- 2002 2001 2000 1999 1998 ----------------------------------------------------- Sales and other operating revenues* $ 56,748 24,892 22,155 14,988 12,853 Income from continuing operations* 714 1,611 1,848 604 228 Per common share Basic 1.48 5.50 7.26 2.39 .88 Diluted 1.47 5.46 7.21 2.37 .88 Net income (loss) (295) 1,661 1,862 609 237 Per common share Basic (.61) 5.67 7.32 2.41 .92 Diluted (.61) 5.63 7.26 2.39 .91 Total assets 76,836 35,217 20,509 15,201 14,216 Long-term debt* 18,917 8,610 6,622 4,271 4,106 Mandatorily redeemable other minority interests and preferred securities 491 650 650 650 650 Cash dividends declared per common share 1.48 1.40 1.36 1.36 1.36 - -----------------------------------------------------------------------------------------------------------
*Restated to exclude discontinued operations. See Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of factors that will enhance an understanding of this data. The following transactions affect the comparability of the amounts included in the table above: o the merger of Conoco and Phillips in 2002; o the acquisition of Tosco Corporation in 2001; o the acquisition of Atlantic Richfield Company's Alaskan operations in 2000; and o the contribution of a significant portion of the company's midstream and chemicals businesses into joint ventures accounted for using equity-method accounting in 2000. 35 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 24, 2003 Management's Discussion and Analysis is the company's analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes, and supplemental oil and gas disclosures. It contains forward-looking statements including, without limitation, statements relating to the company's plans, strategies, objectives, expectations, intentions, and resources that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The words "intends," "believes," "expects," "plans," "scheduled," "anticipates," "estimates," and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the company's disclosures under the heading: "CAUTIONARY STATEMENT FOR THE PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995," beginning on page 76. RESULTS OF OPERATIONS CONOCO AND PHILLIPS MERGER On August 30, 2002, Conoco Inc. (Conoco) and Phillips Petroleum Company (Phillips) combined their businesses by merging with wholly owned subsidiaries of a new company named ConocoPhillips (the merger). The merger was accounted for using the purchase method of accounting. Although the business combination of Conoco and Phillips was a merger of equals, generally accepted accounting principles required that one of the two companies in the transaction be designated as the acquirer for accounting purposes. Phillips was designated as the acquirer based on the fact that its former common stockholders initially held more than 50 percent of the ConocoPhillips common stock after the merger. Because Phillips was designated as the acquirer, its operations and results are presented in this annual report for all periods prior to the close of the merger. From the merger date forward, the operations and results of ConocoPhillips reflect the combined operations of the two companies. As a condition of the merger, the U.S. Federal Trade Commission (FTC) required that the company divest specified Conoco and Phillips assets, the most significant of which were Phillips' Woods Cross, Utah, refinery and associated motor fuel marketing operations; Conoco's Commerce City, Colorado, refinery and related crude oil pipelines and Phillips' Colorado motor fuel marketing operations. All assets and operations that are required by the FTC to be divested are included in Corporate and Other as discontinued operations. Included in the results of discontinued operations in 2002 was a $69 million after-tax charge for the write-down to fair value of the Phillips operations to be disposed. Because the Conoco assets to be disposed of were recorded at fair value in the purchase price allocation, no further write-downs were required. Discontinued operations also include other, non-FTC mandated assets held for sale. See Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for additional information, including a complete list of assets required by the FTC to be divested. As a result of the merger, the company implemented a restructuring program in September 2002 to capture the synergies of combining Phillips and Conoco by eliminating redundancies, consolidating assets, and sharing common services and functions across regions. The restructuring program that was implemented in September 2002 is expected to be completed by the end of February 2004 and, through December 31, 36 2002, approximately 2,900 positions worldwide, most of which are in the United States, had been identified for elimination. Of this total, 775 employees were terminated by December 31, 2002. Associated with implementation of the restructuring program, ConocoPhillips accrued $770 million for merger-related restructuring and work force reduction liabilities in 2002. These liabilities primarily represent estimated termination payments and related employee benefits associated with the reduction in positions. These liabilities include $337 million related to Conoco operations, which was reflected in the purchase price allocation as an assumed liability, and $422 million ($253 million after-tax) related to Phillips operations that was charged to selling, general and administrative, and production and operating expenses; and $11 million before-tax included in discontinued operations. Of the above accruals, $598 million related primarily to severance benefits. Payments will be made to former Conoco and Phillips employees under each company's respective severance plans. During 2002, payments of $223 million were made, resulting in a year-end 2002 severance accrual balance of $375 million. Also related to the merger and recorded in 2002 was a $246 million write-off of acquired in-process research and development costs related to Conoco's natural gas-to-liquids and other technologies. In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method," value assigned to research and development activities in the purchase price allocation that have no alternative future use should be charged to expense at the date of the consummation of the combination. The $246 million charge was recorded in the Emerging Businesses segment and was the same on both a before-tax and after-tax basis. ConocoPhillips also accrued $22 million, after-tax, in 2002 for change-in-control costs associated with seismic contracts as a result of the merger. The expense was recorded in Corporate and Other and did not impact exploration expenses. In addition, the 2002 net loss also included transition costs of $36 million, bringing total after-tax merger-related costs to $557 million. See Note 3--Merger of Conoco and Phillips in the Notes to Consolidated Financial Statements for additional information on the merger. CONSOLIDATED RESULTS
Millions of Dollars -------------------------- Years Ended December 31 2002 2001 2000 -------------------------- Income from continuing operations $ 714 1,611 1,848 Income (loss) from discontinued operations (993) 32 14 Extraordinary items (16) (10) -- Cumulative effect of accounting changes -- 28 -- - ----------------------------------------------------------------------- Net income (loss) $ (295) 1,661 1,862 =======================================================================
37 A summary of the company's net income (loss) by business segment follows:
Millions of Dollars ----------------------------- Years Ended December 31 2002 2001 2000 ----------------------------- Exploration and Production (E&P) $ 1,749 1,699 1,945 Midstream 55 120 162 Refining and Marketing (R&M) 143 397 238 Chemicals (14) (128) (46) Emerging Businesses (310) (12) -- Corporate and Other* (1,918) (415) (437) - ---------------------------------------------------------------------------------------- Net income (loss) $ (295) 1,661 1,862 ======================================================================================== *Includes income (loss) from discontinued operations of: $ (993) 32 14
2002 vs. 2001 ConocoPhillips incurred a net loss of $295 million in 2002, compared with net income of $1,661 million in 2001. The decrease was primarily attributable to recognizing impairments and loss accruals totaling $1,077 million after-tax associated with the company's retail and wholesale marketing operations that were classified as discontinued operations in late 2002, as well as merger-related costs totaling $557 million after-tax. Also negatively impacting results for 2002 were asset impairments totaling $192 million after-tax, lower refining margins, lower natural gas sales prices, decreased equity earnings from Duke Energy Field Services, LLC (DEFS), and higher interest expenses. These factors were partially offset by improved results from Chemicals and higher production volumes in E&P after the merger. 2001 vs. 2000 ConocoPhillips' net income was $1,661 million in 2001, an 11 percent decline from net income of $1,862 million in 2000. The decrease was primarily attributable to lower crude oil and natural gas liquids prices and lower results from the Chemicals business, partially offset by improved petroleum products margins, as well as the acquisition of Tosco Corporation (Tosco) in September 2001. See Note 6--Acquisition of Tosco Corporation in the Notes to Consolidated Financial Statements for additional information on the acquisition. Also contributing to the lower results in 2001 was a decrease in the amount of gains on asset sales, compared with 2000, partially offset by lower property impairments in 2001. INCOME STATEMENT ANALYSIS 2002 vs. 2001 In addition to the merger discussed previously, ConocoPhillips closed on the $7 billion acquisition of Tosco on September 14, 2001. Together, these transactions significantly increased operating revenues, purchase costs, operating expenses and other income statement line items. See Note 3--Merger of Conoco and Phillips and Note 6--Acquisition of Tosco Corporation in the Notes to Consolidated Financial Statements for additional information. 38 Sales and other operating revenues increased 128 percent in 2002. The increase was primarily attributable to increased product sales volumes due to the impact of the Tosco acquisition and the merger. These items were partially offset by lower natural gas sales prices in 2002 compared with 2001. Equity in earnings of affiliates increased 537 percent in 2002. In addition to equity earnings from affiliates acquired in the merger for the last four months of 2002, equity earnings from Chevron Phillips Chemical Company LLC (CPChem) improved in 2002 as a result of improved margins. Partially offsetting these items were lower earnings in 2002 from DEFS and Merey Sweeny, L.P. (MSLP). DEFS' decline was primarily attributable to higher operating expenses, gas imbalance adjustments, and lower natural gas liquids prices, while MSLP's decline was mainly due to lower crude oil light-heavy differentials. Other income increased 94 percent in 2002, mainly the result of a favorable revaluation and settlement of long-term incentive performance units held by former senior Tosco executives, as well as additional interest income following the merger. During 2002, the company recorded gains totaling $59 million before-tax, as the incentive performance units were marked-to-market each reporting period and eventually settled. See Note 6--Acquisition of Tosco Corporation in the Notes to Consolidated Financial Statements for more information. Purchased crude oil and products increased 176 percent in 2002. The increase reflects higher purchase volumes of crude oil and petroleum products resulting from the Tosco acquisition and the merger. Production and operating expenses increased 89 percent in 2002, while selling, general and administrative (SG&A) expenses increased 171 percent. Both increases were primarily attributable to the Tosco acquisition and the merger. In conjunction with the merger, ConocoPhillips wrote off $246 million of acquired in-process research and development costs related to Conoco's natural gas-to-liquids and other technologies to production and operating expenses in 2002. ConocoPhillips also expensed $135 million in merger-related costs to production and operating expenses and $379 million to SG&A expenses in 2002. Exploration expenses increased 93 percent in 2002. The increase reflects the merger, a $77 million leasehold impairment of deepwater Block 34, offshore Angola, and dry hole costs of $161 million in 2002, compared with $48 million in 2001. Depreciation, depletion and amortization increased 65 percent in 2002, compared with 2001. The increase was primarily the result of an increased depreciable base of properties, plants and equipment following the merger and the Tosco acquisition. During 2002, ConocoPhillips recorded property impairments totaling $49 million in connection with the sale of its Point Arguello assets, offshore California; two fields in the U.K. North Sea; and its interest in a non-producing field in Alaska. Impairment of tradenames ($102 million) was also recognized in the statement of operations in 2002. Property impairments recorded in 2001 consisted primarily of a $23 million impairment of the Siri field, offshore Denmark. See Note 10--Impairments in the Notes to Consolidated Financial Statements for additional information. Taxes other than income taxes increased 153 percent in 2002, compared with 2001. The increase reflects higher excise taxes due to higher petroleum products sales and increased property and payroll taxes following the merger and the Tosco acquisition. Environmental liabilities assumed in acquisitions and mergers are recorded as liabilities at discounted amounts--i.e. the total future estimated cost is determined, then discounted back to current dollars using a time-value-of-money concept. Over time the liability is increased by accretion to reflect the time value of 39 money. Accretion on discounted liabilities increased 214 percent in 2002, reflecting the impact of the environmental liabilities assumed in the Tosco acquisition and the merger. Interest expense increased 67 percent in 2002, mainly due to higher debt levels following the Tosco acquisition and the merger. Foreign currency losses of $24 million were recorded in 2002, compared with losses of $11 million in 2001. Preferred dividend requirements decreased in 2002, reflecting the redemption of $300 million of preferred securities in May 2002. The company's effective tax rate from continuing operations in 2002 was 67 percent, compared with 51 percent in 2001. The increase in the effective tax rate in 2002 was primarily the result of the write-off of in-process research and development costs without a corresponding tax benefit and a higher proportion of income in higher-tax-rate jurisdictions. Losses from discontinued operations were $993 million in 2002, compared with income of $32 million in 2001. The 2002 amount includes after-tax impairments and loss accruals. See Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for additional information. 2001 vs. 2000 On March 31, 2000, ConocoPhillips and Duke Energy Corporation contributed their midstream gas gathering, processing and marketing businesses to DEFS. Effective July 1, 2000, ConocoPhillips and ChevronTexaco Corporation contributed their chemicals businesses, excluding ChevronTexaco's Oronite business, to CPChem. Both of these joint ventures are being accounted for using the equity method of accounting, which significantly affects how these operations are reflected in ConocoPhillips' consolidated statement of operations. Under the equity method of accounting, ConocoPhillips' share of a joint venture's net income is recorded in a single line item on the statement of operations: "Equity in earnings of affiliates." Correspondingly, the other income statement line items (for example, operating revenues, operating costs, etc.) include activity related to these operations only up to the effective dates of the joint ventures. Sales and other operating revenues increased 12 percent in 2001, primarily due to the Tosco acquisition and increased crude oil production. These items were partially offset by the use of equity-method accounting for the DEFS and CPChem joint ventures, as well as a reduction in revenues attributable to certain non-core assets sold at year-end 2000. Equity in earnings of affiliated companies decreased 64 percent in 2001. In the 2001 period, ConocoPhillips incurred a before-tax equity loss from its investment in CPChem of $240 million. ConocoPhillips' equity earnings related to DEFS were higher in 2001, as a result of a full year's activity in 2001, compared with only nine months in 2000. Equity earnings in 2001 benefited from a full year's operations at MSLP, a 50-percent-owned equity company that owns and operates the coker unit at the Sweeny, Texas, refinery. Other income decreased 59 percent in 2001, primarily attributable to lower net gains on asset sales in 2001 compared with 2000. Total costs and expenses increased 16 percent in 2001, compared with 2000. The increase was mainly the result of the Tosco acquisition, as well as a full year's ownership of the company's Alaskan E&P operations that were acquired in April 2000. These items were partially offset by the use of equity-method accounting for the DEFS and CPChem joint ventures, and lower crude oil acquisition costs at the company's refineries. 40 SEGMENT RESULTS E&P
2002 2001 2000 ------------------------------ Millions of Dollars ------------------------------ NET INCOME Alaska $ 870 866 829 Lower 48 286 476 559 - ------------------------------------------------------------------------------------------- United States 1,156 1,342 1,388 International 593 357 557 - ------------------------------------------------------------------------------------------- $1,749 1,699 1,945 ===========================================================================================
Dollars Per Unit ------------------------------ AVERAGE SALES PRICES Crude oil (per barrel) United States $23.83 23.57 28.83 International 25.14 24.16 28.42 Total consolidated 24.38 23.77 28.65 Equity affiliates 18.41 12.36 -- Worldwide 24.07 23.74 28.65 Natural gas--lease (per thousand cubic feet) United States 2.75 3.56 3.47 International 2.79 2.60 2.56 Total consolidated 2.77 3.23 3.13 Equity affiliates 2.71 -- -- Worldwide 2.77 3.23 3.13 - ------------------------------------------------------------------------------------------- AVERAGE PRODUCTION COSTS PER BARREL OF OIL EQUIVALENT United States $ 5.66 5.52 5.27 International 3.99 2.70 2.85 Total consolidated 4.94 4.60 4.29 Equity affiliates 4.38 2.74 -- Worldwide 4.92 4.60 4.29 - ------------------------------------------------------------------------------------------- FINDING AND DEVELOPMENT COSTS PER BARREL OF OIL EQUIVALENT United States $ 7.46 5.15 2.78 International* 5.09 6.80 1.17 Worldwide* 5.57 5.97 2.41 - -------------------------------------------------------------------------------------------
*Includes ConocoPhillips' share of equity affiliates
Millions of Dollars ------------------------------ WORLDWIDE EXPLORATION EXPENSES General administrative; geological and geophysical; and lease rentals $ 285 207 168 Leasehold impairment 146 51 39 Dry holes 161 48 91 - ------------------------------------------------------------------------------------------- $ 592 306 298 ===========================================================================================
41
2002 2001 2000 ------------------------------ Thousands of Barrels Daily ------------------------------ OPERATING STATISTICS Crude oil produced Alaska 331 339 207 Lower 48 40 34 34 - ------------------------------------------------------------------------------------------- United States 371 373 241 Norway 157 117 114 United Kingdom 39 19 25 Canada 13 1 6 Other areas 67 51 51 - ------------------------------------------------------------------------------------------- Total consolidated 647 561 437 Equity affiliates 35 2 -- - ------------------------------------------------------------------------------------------- 682 563 437 =========================================================================================== Natural gas liquids produced Alaska 24 25 19 Lower 48 8 1 1 - ------------------------------------------------------------------------------------------- United States 32 26 20 Norway 6 5 5 United Kingdom 2 2 2 Canada 4 -- 1 Other areas 2 2 1 - ------------------------------------------------------------------------------------------- 46 35 29 ===========================================================================================
Millions of Cubic Feet Daily ------------------------------ Natural gas produced* Alaska 175 177 158 Lower 48 928 740 770 - ------------------------------------------------------------------------------------------- United States 1,103 917 928 Norway 171 130 136 United Kingdom 424 178 214 Canada 165 18 83 Other areas 180 92 33 - ------------------------------------------------------------------------------------------- Total consolidated 2,043 1,335 1,394 Equity affiliates 4 -- -- - ------------------------------------------------------------------------------------------- 2,047 1,335 1,394 ===========================================================================================
*Represents quantities available for sale. Excludes gas equivalent of natural gas liquids shown above.
Thousands of Barrels Daily ------------------------------ Mining operations Syncrude produced 8 -- -- - -------------------------------------------------------------------------------------------
2002 vs. 2001 Net income from ConocoPhillips' E&P segment increased 3 percent in 2002. Although E&P benefited from four months of increased production volumes in 2002 following the merger, this was mostly offset by lower natural gas sales prices, higher exploration expenses, and the unfavorable $24 million impact of a tax law change in the United Kingdom. ConocoPhillips' average worldwide crude oil sales price was 42 $24.07 per barrel in 2002, a 1 percent increase over $23.74 in 2001. The company's average worldwide natural gas price in 2002 was $2.77 per thousand cubic feet, a 14 percent decrease from $3.23 in 2001. However, natural gas prices trended upward during 2002, with the company's December 2002 worldwide price averaging $3.51 per thousand cubic feet. ConocoPhillips' proved reserves at year-end 2002 were 7.81 billion barrels of oil equivalent, a 52 percent increase over 5.13 billion barrels at year-end 2001. The increase was attributable to the merger. 2001 vs. 2000 Net income from ConocoPhillips' E&P segment decreased 13 percent in 2001, as the positive impact of increased crude oil production was more than offset by lower crude oil prices, and, to a lesser extent, lower natural gas production due mainly to asset dispositions in Canada. Benefiting 2000 net income was higher net gains on asset sales than in 2001. ConocoPhillips' average worldwide crude oil sales price was $23.74 per barrel in 2001, a 17 percent decrease from $28.65 in 2000. Natural gas prices began 2001 at historically high levels, but trended lower during the remainder of the year, with the company's December 2001 average price at $2.34 per thousand cubic feet. ConocoPhillips' proved reserves at year-end 2001 were 5.13 billion barrels of oil equivalent, a 2 percent increase over 5.02 billion barrels at year-end 2000. U.S. E&P 2002 vs. 2001 Net income from the company's U.S. E&P operations decreased 14 percent in 2002. Although net income for 2002 benefited from four months of increased production volumes following the merger, this was more than offset by lower natural gas prices, lower production volumes in Alaska, and higher dry hole costs. The company's U.S. average natural gas price in 2002 was 23 percent lower than 2001. However, natural gas prices trended upward during 2002, with the company's December 2002 average U.S. price at $3.66 per thousand cubic feet. The company's U.S. crude oil production decreased slightly in 2002, while natural gas production increased 20 percent. The increase in natural gas production was mainly due to four months of production from fields acquired in the merger. The merger impact on total crude oil production was offset by lower production in Alaska, which experienced normal field declines, along with operating interruptions at the Prudhoe Bay field during the year. With a full year's combined production from both Conoco and Phillips operations, the company expects that its total U.S. oil and gas production volumes will increase in 2003 over those of 2002. ConocoPhillips' fourth quarter production volumes, which included a full period of combined operations, averaged 426,000 barrels per day of liquids and 1,548 million cubic feet per day of natural gas. 2001 vs. 2000 Net income from the company's U.S. E&P operations decreased 3 percent in 2001, compared with 2000. The 2001 results reflect a 55 percent increase in crude oil production, due to a full year's production from the Alaska operations acquired in April 2000, as well as increased production due to the startup of the Alpine field in Alaska in December 2000. The benefit of increased crude oil production was offset by 43 lower U.S. crude oil prices, which declined 18 percent in 2001. U.S. natural gas production declined slightly in 2001, reflecting field declines and asset dispositions. Benefiting 2000 net income was a net gain on asset sales of $44 million--most of which was related to the disposition of the company's coal and lignite operations. International E&P 2002 vs. 2001 Net income from the company's international E&P operations increased 66 percent in 2002. The improvement reflects four months of increased production volumes following the merger. However, 2002 net income included a $24 million deferred tax charge related to tax law changes in the United Kingdom. In April 2002, the U.K. government announced proposed changes to corporate tax laws specifically impacting the oil and gas industry and production from the U.K. sector of the North Sea. The proposed changes became law in July 2002. A 10 percent supplementary charge to corporation taxes is now assessed on profits, which is expected to be partially offset by the elimination of royalties and an increase in first-year deduction allowances for capital investments. Net income in 2002 also included a $77 million leasehold impairment of deepwater Block 34, offshore Angola, due to an unsuccessful exploratory well in the block, along with higher dry hole charges. The company's international crude oil production increased 64 percent in 2002, while natural gas production increased 126 percent. The increases were mainly due to the addition of four months of production from fields acquired in the merger. With a full year's combined production from both Conoco and Phillips operations, the company expects that its total international oil and gas production volumes will increase in 2003 over those of 2002. ConocoPhillips' fourth quarter production volumes, which included a full period of combined operations, averaged 585,000 barrels per day of liquids and 1,994 million cubic feet per day of natural gas. 2001 vs. 2000 Net income from ConocoPhillips' international E&P operations decreased 36 percent in 2001. The decrease was primarily the result of lower crude oil and natural gas production volumes, as well as lower crude oil prices. Additionally, after-tax foreign currency gains of $2 million were included in international E&P's net income in 2001, compared with losses of $10 million in 2000. Net income in 2000 included a net gain on property dispositions of $118 million related to the disposition of the Zama area fields in Canada, partially offset by an $86 million impairment of the Ambrosio field in Venezuela. International crude oil production declined 3 percent in 2001, mainly due to lower production in the U.K. North Sea, Venezuela and Canada, partly offset by increased production from Norway and Nigeria. Canadian and Venezuelan crude oil production declined relative to 2000 due to asset dispositions. Production in the U.K. North Sea decreased on normal field declines. Production from Norway improved in 2001 due to improved processing reliability and well workovers, while Nigerian production increased on development activities and higher quotas. International natural gas production declined 10 percent in 2001, primarily the result of the Canadian asset dispositions and lower U.K. North Sea output noted above, partially offset by higher production in Nigeria and new natural gas production from offshore western Australia. 44 MIDSTREAM
2002 2001 2000 ---------------------------- Millions of Dollars ---------------------------- NET INCOME $ 55 120 162 - -------------------------------------------------------------------
Dollars Per Barrel ---------------------------- AVERAGE SALES PRICES U.S. natural gas liquids* Consolidated $19.07 -- -- Equity 15.92 18.77 21.83** - -------------------------------------------------------------------
Thousands of Barrels Daily ---------------------------- OPERATING STATISTICS Natural gas liquids extracted 156 120 131*** Natural gas liquids fractionated 133 108 158 - --------------------------------------------------------------------
*Based on index prices from the Mont Belvieu and Conway market hubs that are weighted by natural gas liquids component and location mix. **Estimate based on ConocoPhillips' first quarter realized price and DEFS' index price for the remainder of the year. ***Based on a weighted average of ConocoPhillips' volumes in the first quarter of 2000, and ConocoPhillips' share of DEFS volumes for the remainder of 2000. 2002 vs. 2001 ConocoPhillips' Midstream segment consists of the company's 30.3 percent interest in Duke Energy Field Services, LLC (DEFS), as well as company-owned natural gas gathering and processing operations and natural gas liquids fractionation and marketing businesses. Net income from the Midstream segment decreased 54 percent in 2002. The decrease was primarily due to lower results from DEFS, which experienced a decline in natural gas liquids prices, increased costs for gas imbalance accruals and other adjustments, and higher operating expenses. These items were partially offset by the benefit of four month's results from operations acquired in the merger. Included in the Midstream segment's net income in 2002 was a benefit of $35 million, representing the amortization of the basis difference between the book value of ConocoPhillips' contribution to DEFS and its 30.3 percent equity interest in DEFS. The corresponding amount for 2001 was $36 million. See Note 8--Investments and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information on the basis difference. 2001 vs. 2000 Net income from the Midstream segment decreased 26 percent in 2001, primarily the result of a 14 percent decline in natural gas liquids prices. In addition, the Midstream segment's results were affected by the lack of interest charges in the first quarter of 2000 prior to the formation of DEFS. DEFS incurs interest expense in connection with financing incurred upon formation to fund cash distributions to the parent entities. Prior to the formation of DEFS, the Midstream segment did not have interest expense. Included in the Midstream segment's net income in 2001 was a benefit of $36 million, representing the amortization of the basis difference between the book value of ConocoPhillips' contribution to DEFS and its 30.3 percent equity interest in DEFS. The corresponding amount for 2000 was $27 million. 45 R&M
2002 2001 2000 ------------------------------- Millions of Dollars ------------------------------- NET INCOME United States $ 138 395 209 International 5 2 29 - -------------------------------------------------------------------------- $ 143 397 238 ==========================================================================
Dollars Per Gallon ------------------------------- U.S. AVERAGE SALES PRICES* Automotive gasoline Wholesale $ .96 .83 .92 Retail 1.03 1.01 1.07 Distillates--wholesale .77 .78 .88 - --------------------------------------------------------------------------
*Excludes excise taxes
Thousands of Barrels Daily ------------------------------- OPERATING STATISTICS Refining operations* United States Rated crude oil capacity** 1,829 732 335 Crude oil runs 1,661 686 303 Capacity utilization (percent) 91% 94 90 Refinery production 1,847 795 365 International Rated crude oil capacity** 195 22 -- Crude oil runs 152 20 -- Capacity utilization (percent) 78% 91 -- Refinery production 164 19 -- Worldwide Rated crude oil capacity** 2,024 754 335 Crude oil runs 1,813 706 303 Capacity utilization (percent) 90% 94 90 Refinery production 2,011 814 365 - -------------------------------------------------------------------------- Petroleum products sales volumes*** United States Automotive gasoline 1,147 465 267 Distillates 392 170 107 Aviation fuels 185 78 41 Other products 372 220 50 - -------------------------------------------------------------------------- 2,096 933 465 International 162 10 43 - -------------------------------------------------------------------------- 2,258 943 508 ==========================================================================
*2002 includes ConocoPhillips' share of equity affiliates. **Weighted-average crude oil capacity for the period, including the refineries acquired in the Tosco acquisition in September 2001 and the refineries acquired as a result of the merger. Actual capacity at year-end 2002 and 2001 was 2,166 thousand and 1,656 thousand barrels per day, respectively, in the United States and 440 thousand and 72 thousand barrels per day, respectively, internationally. ***Excludes spot market sales. 46 2002 vs. 2001 Net income from the R&M segment declined 64 percent in 2002, reflecting lower refining margins, along with an $84 million after-tax impairment of a tradename and leasehold improvements of certain retail sites. See Note 10--Impairments in the Notes to Consolidated Financial Statements for additional information on these impairments. The R&M earnings for 2002 included four months' results from operations acquired in the merger, as well as the impact of a full year's results from Tosco operations, while the 2001 results included Tosco operations for only the last three and one-half months of 2001. Worldwide crude oil refining capacity utilization was 90 percent in 2002, compared with 94 percent in 2001. The company's refineries produced 2,011,000 barrels per day of petroleum products in 2002, compared with 814,000 barrels per day in 2001. The increase reflects a full year of operations for refineries acquired in the Tosco acquisition and four months of operations for the refineries acquired in the merger. 2001 vs. 2000 Net income from the R&M segment increased 67 percent in 2001. On September 14, 2001, ConocoPhillips closed on the acquisition of Tosco. This transaction significantly increased the size of ConocoPhillips' R&M segment and benefited 2001 results. In addition to the Tosco acquisition, R&M's net income benefited from higher gasoline and distillates margins, particularly during the second quarter of 2001. Negatively affecting R&M results for the year were higher utility costs at the company's refineries, resulting from higher natural gas prices experienced in the first half of 2001. Worldwide crude oil refining capacity utilization was 94 percent in 2001, compared with 90 percent in 2000. The company's refineries produced 814,000 barrels per day of petroleum products in 2001, compared with 365,000 barrels per day in 2000. The increase reflects the Tosco acquisition. U.S. R&M 2002 vs. 2001 Net income from U.S. R&M operations declined 65 percent in 2002. The decrease was primarily due to lower refining margins, particularly in the Midcontinent and Gulf Coast regions, along with an $84 million after-tax impairment of a tradename and leasehold improvements of certain retail sites. See Note 10--Impairments in the Notes to Consolidated Financial Statements for additional information on these impairments. These items were partially offset by increased production and sales volumes as a result of the Tosco acquisition and the merger. Net income for 2002 included four months from operations acquired in the merger, and a full year of Tosco operations, while the 2001 results included Tosco operations for only three and one-half months. Results for 2001 included a cumulative effect of a change in accounting principle that increased R&M net income by $26 million. Effective January 1, 2001, ConocoPhillips changed its method of accounting for the costs of major maintenance turnarounds from the accrue-in-advance method to the expense-as-incurred method. Also included in 2001 was a $27 million write-down of inventories to market value. The crude oil capacity utilization rate for ConocoPhillips' U.S. refineries was 91 percent in 2002, compared with 94 percent in 2001. The lower utilization rate in 2002 reflects increased maintenance turnaround activity in 2002, the impact of tropical storms on the company's Gulf Coast refineries in the third quarter of 2002, and the impact of the loss of Venezuelan crude oil supply in the fourth quarter. 47 2001 vs. 2000 Net income from the R&M segment's U.S. operations increased 89 percent in 2001, compared with 2000. On September 14, 2001, ConocoPhillips closed on the acquisition of Tosco. This transaction significantly increased the size of ConocoPhillips' U.S. R&M operations and benefited 2001 net income. In addition to the Tosco acquisition, R&M's earnings benefited from higher gasoline and distillates margins, particularly during the second quarter of 2001, and the accounting change discussed above. Negatively affecting R&M results for the year were higher utility costs at the company's refineries, resulting from higher natural gas prices experienced in the first half of 2001, as well as a $27 million write-down of inventories to market value. The Sweeny refinery's 2001 net income benefited from the coker unit that was started up in late 2000. The coker unit allows for the processing of heavier, lower-cost crude oil, which reduced crude oil purchase costs and contributed to the improved gasoline and distillates margins experienced during 2001. ConocoPhillips' U.S. refineries (including those acquired in the Tosco acquisition since the acquisition date) processed an average of 686,000 barrels per day of crude oil in 2001, yielding a 94 percent capacity utilization rate. This compares with 303,000 barrels per day and a utilization rate of 90 percent in 2000. The Tosco acquisition accounted for 378,000 barrels per day in 2001. International R&M 2002 vs. 2001 Net income from international R&M operations increased $3 million in 2002, reflecting the impact of the merger, which added one wholly owned and five joint-venture international refineries. A substantial part of ConocoPhillips' international R&M results are related to its Humber refinery in the United Kingdom, which had a 232,000 barrel per day crude oil processing capacity at December 31, 2002. This refinery was shut down for an extended period of time during the fourth quarter due to a power outage and subsequent downtime, which negatively impacted international R&M's 2002 results. The crude oil capacity utilization rate for ConocoPhillips' international refineries was 78 percent in 2002, compared with 91 percent in 2001. The lower utilization rate in 2002 reflects the extended shutdown at the Humber refinery noted above. 2001 vs. 2000 Net income from the R&M segment's international operations decreased 93 percent in 2001, compared with 2000, reflecting the late-2000 disposition of the company's 50 percent interest in a refinery in Teesside, England. This was partially offset by the addition of the Whitegate refinery in Ireland as part of the Tosco acquisition in September 2001. 48 CHEMICALS
2002 2001 2000 ------------------------------------ Millions of Dollars ------------------------------------ NET LOSS $ (14) (128) (46) - -----------------------------------------------------------------
Millions of Pounds ----------------------------------- OPERATING STATISTICS Production* Ethylene 3,217 3,291 3,574 Polyethylene 2,004 1,956 2,230 Styrene 887 456 404 Normal alpha olefins 592 563 293 - ----------------------------------------------------------------
*Production volumes for periods after July 1, 2000, include ConocoPhillips' 50 percent share of Chevron Phillips Chemical Company LLC. 2002 vs. 2001 ConocoPhillips' Chemicals segment consists of its 50 percent equity investment in CPChem, which was formed when the company and ChevronTexaco combined their worldwide chemicals businesses in July 2000. The Chemicals segment incurred a net loss of $14 million in 2002, compared with a net loss of $128 million in 2001. The worldwide chemicals industry experienced an economic downturn beginning in the second half of 2000, and these difficult conditions remained present through 2001 and 2002. The downturn has been marked by decreased product demand and low product margins across key product lines. The smaller net loss in 2002 was primarily the result of higher margins due to lower operating expenses, feedstock costs and energy prices, partially offset by decreased sales prices. A fire caused the shutdown of styrene production at CPChem's St. James, Louisiana, facility in February 2001. Production was restored in October 2001. Production volumes for other major product lines were comparable between 2002 and 2001. The net loss in 2001 included several asset retirements and impairments totaling $84 million after-tax because of depressed economic conditions. A developmental reactor at the Houston Chemical Complex in Pasadena, Texas, was retired; property impairments were recorded on two polyethylene reactors at the Orange chemical plant in Orange, Texas; an ethylene unit was retired at the Sweeny complex in Old Ocean, Texas; an equity affiliate of CPChem recorded a property impairment related to a polypropylene facility; property impairments were taken on the manufacturing facility in Puerto Rico; and the benzene and cyclohexane units at the Puerto Rico facility were retired. In addition, the valuation allowance on the Puerto Rico facility's deferred tax asset related to its net operating losses was increased in 2001 so that the deferred tax assets were fully offset by valuation allowances. Partially offsetting these impairments was a business interruption insurance settlement recorded by CPChem and a favorable deferred tax adjustment, related to the tax basis of its investment, recorded by ConocoPhillips that resulted from an impairment related to the Puerto Rico facility, together totaling $57 million after-tax. 49 2001 vs. 2000 The Chemicals segment incurred a net loss of $128 million in 2001, compared with a net loss of $46 million in 2000. Global conditions for the chemicals and plastics industry were extremely difficult in 2001. Worldwide economic slowdowns, including a recessionary economy in the United States, led to decreased product demand and low product margins across many key product lines. CPChem's results were negatively affected by low ethylene, polyethylene and aromatics margins, as well as lower ethylene and polyethylene production. In addition to low margins and production volumes, 2001 contained interest charges incurred by CPChem that were not present in the first six months of 2000 prior to the formation of CPChem. The difficult marketing environment led to several asset retirements and impairments being recorded by CPChem in 2001. Partially offsetting these impairments was a business interruption insurance settlement recorded by CPChem and a favorable deferred tax adjustment recorded by ConocoPhillips that resulted from the Puerto Rico facility impairment, together totaling $57 million after-tax. The net loss in 2000 included ConocoPhillips' share of a property impairment that CPChem recorded in the fourth quarter related to its Puerto Rico facility. The impairment was required due to the deteriorating outlook for future paraxylene market conditions and a shift in strategic direction at the facility. In addition, a valuation allowance was recorded against a related deferred tax asset. Combined, these two items resulted in a non-cash $180 million after-tax charge to CPChem's earnings. ConocoPhillips' share was $90 million. EMERGING BUSINESSES
Millions of Dollars -------------------------------- 2002 2001 2000 -------------------------------- NET LOSS Carbon fibers $ (15) -- -- Fuels technology (16) (12) -- Gas-to-liquids (273) -- -- Power generation and other (6) -- -- - ------------------------------------------------------------------ $ (310) (12) -- ==================================================================
2002 vs. 2001 The Emerging Businesses segment includes the development of new businesses beyond the company's traditional operations. Emerging Businesses include carbon fibers, natural gas-to-liquids technology, fuels technology and power generation. Prior to the merger, this segment only included Phillips' fuels technology business. The Emerging Businesses segment posted a net loss of $310 million in 2002, compared with a net loss of $12 million in 2001. Results for 2002 included a $246 million write-off of acquired in-process research and development costs related to Conoco's natural gas-to-liquids and other technologies. In accordance with FASB Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method," value assigned to research and development activities in the purchase price allocation that have no alternative future use should be charged to expense at the date of the consummation of the combination. The $246 million charge was the same on both a before-tax and after- 50 tax basis, as there was no tax basis to the assigned value prior to its write-off. The increased number of developing businesses after the merger also contributed to the larger losses in 2002. ConocoPhillips announced in February 2003 that it will shut down its carbon fibers project, as a result of market, operating and technology uncertainties. At the time of the merger, the company identified these uncertainties facing the carbon fibers project and initiated a strategic update for the new management of the company. In early 2003, the strategic update was completed and management made the decision to shut down the project. In the preliminary purchase price allocation, the company valued the carbon fibers technology at an amount equal to the plant construction costs. In the first quarter of 2003, the company will reduce the preliminary purchase price allocation associated with this project and accrue for shutdown, severance and other related costs that will result in a corresponding net increase in goodwill of $125 million. 2001 vs. 2000 In 2001, the Emerging Businesses segment included the company's development of new fuels technologies. Prior to 2001, these activities were not separately identifiable, and were included in the R&M segment. CORPORATE AND OTHER
Millions of Dollars ---------------------------------------- 2002 2001 2000 ---------------------------------------- NET LOSS Net interest $ (396) (262) (278) Corporate general and administrative expenses (173) (114) (87) Discontinued operations (993) 32 14 Merger-related costs (307) -- -- Other (49) (71) (86) - --------------------------------------------------------------------------------------------- $(1,918) (415) (437) =============================================================================================
2002 vs. 2001 Net interest represents interest expense, net of interest income and capitalized interest. Net interest increased 51 percent in 2002, mainly due to higher debt levels following the Tosco acquisition and the merger of Conoco and Phillips. Corporate general and administrative expenses increased 52 percent in 2002, primarily due to the impact of the merger. In addition, 2002 also included higher benefit-related costs, primarily from the accelerated vesting of awards under certain long-term compensation plans that occurred at the time of stockholder approval of the merger. Losses from discontinued operations were $993 million in 2002, compared with income of $32 million in 2001. The 2002 amount included after-tax impairments and loss accruals of $1,077 million associated with the assets held for sale. See Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for additional information on the impairments and loss accruals, as well as a description of the assets included in discontinued operations. 51 Merger-related costs in 2002 included restructuring accruals of $252 million, primarily related to work force reduction charges; change-in-control costs associated with seismic contracts totaling $22 million; and other transition costs of $33 million. Other merger-related costs of $250 million were recorded by the operating segments, bringing total merger-related costs to $557 million after-tax. The category "Other" consists primarily of items not directly associated with the operating segments on a stand-alone basis, including captive insurance operations, certain foreign currency gains and losses, the tax impact of consolidations, and dividends on the preferred securities of the Phillips 66 Capital Trusts I and II. Results from Other were improved in 2002 primarily due to more favorable foreign currency transactions, and a favorable revaluation and settlement of certain long-term incentive units that were converted into Phillips performance units held by former senior Tosco executives, none of whom are employees of ConocoPhillips. Included in 2002 and 2001 were extraordinary losses on the early retirement of debt totaling $16 million and $10 million, respectively. 2001 vs. 2000 Corporate and Other net loss decreased 5 percent in 2001, compared with 2000, primarily due to lower net interest expense and improved results from discontinued operations partially offset by higher staff costs, contributions, corporate advertising and corporate transportation costs. 52 CAPITAL RESOURCES AND LIQUIDITY FINANCIAL INDICATORS
Millions of Dollars Except as Indicated -------------------------------------- 2002 2001 2000 -------------------------------------- Current ratio .9 1.3 .8 Total debt repayment obligations due within one year $ 849 44 262 Total debt $19,766 8,654 6,884 Mandatorily redeemable preferred securities of trust subsidiaries $ 350 650 650 Other minority interests $ 651 5 1 Common stockholders' equity $29,517 14,340 6,093 Percent of total debt to capital* 39% 37 51 Percent of floating-rate debt to total debt 12% 20 17 - -------------------------------------------------------------------------------------------------------------
*Capital includes total debt, mandatorily redeemable preferred securities, other minority interests and common stockholders' equity. Expected new accounting rules in 2003 likely will cause mandatorily redeemable preferred securities to be presented as a liability. The increase in ConocoPhillips' debt-to-capital ratio from December 31, 2001, to December 31, 2002, resulted primarily from the merger. In addition to $12 billion of Conoco debt assumed, purchase accounting required the debt to be recorded at fair value at the time of the merger, increasing total debt by an additional $565 million. SIGNIFICANT SOURCES OF CAPITAL During 2002, cash of $4,969 million was provided by operating activities, an increase of $1,407 million from 2001. Cash provided by operating activities before changes in working capital increased $54 million compared with 2001, primarily due to higher dividends from equity affiliates, higher crude oil prices and higher crude oil and natural gas volumes, offset by lower natural gas prices, lower refining margins, higher interest expenses and merger-related costs. Positive working capital changes of $1,184 million were primarily due to an increase in accounts payable, an increase in taxes and other accruals and a decrease in inventories, partially offset by increased receivables. Discontinued operations provided $202 million of operating cash flows in 2002, an increase of $169 million compared to 2001. The increase in 2002 was primarily due to 2002 including a full year of cash flow from a portion of assets acquired in the Tosco acquisition that are now included in discontinued operations. During 2002, cash and cash equivalents increased $165 million. In addition to the cash provided by operating activities, $815 million was received from the sale of various ConocoPhillips assets; including the sale of exploration and production assets in the Netherlands, assets in Canada and propane terminal assets at Jefferson City, Missouri, and East St. Louis, Illinois. Funds were used to support the company's ongoing capital expenditures program, repay debt and pay dividends. In October 2002, ConocoPhillips' Board of Directors declared a dividend of $.40 per share, payable December 2, 2002, which represented an 11 percent increase in the quarterly dividend. To meet its liquidity requirements, including funding its capital program, paying dividends and repaying debt, the company looks to a variety of funding sources, primarily cash generated from operating activities. By the end of 2004, however, the company anticipates raising funds of $3 billion to $4 billion, of which approximately $600 million had been raised as of December 31, 2002, from the sale of assets, including those assets required by the FTC to be sold. In December 2002, ConocoPhillips entered into an agreement to sell its Woods Cross refinery and associated marketing assets, subject to state and federal regulatory approvals. Also in December 2002, the company committed to and initiated a plan to sell a substantial portion of its U.S. company-owned retail sites. 53 While the stability of the company's cash flows from operating activities benefits from geographic diversity and the effects of upstream and downstream integration, the company's operating cash flows remain exposed to the volatility of commodity crude oil and natural gas prices and downstream margins, as well as periodic cash needs to finance tax payments and crude oil, natural gas and petroleum product purchases. The company's primary funding source for short-term working capital needs is a $4 billion commercial paper program, a portion of which may be denominated in euros (limited to euro 3 billion), supported by $4 billion in revolving credit facilities. Commercial paper maturities are generally kept within 90 days. At December 31, 2002, ConocoPhillips had $1,517 million of commercial paper outstanding, of which $206 million was denominated in foreign currencies. Effective October 15, 2002, ConocoPhillips entered into two new revolving credit facilities to replace the previously existing $2.5 billion Conoco credit facilities, and also amended and restated a prior Phillips revolving credit facility to include ConocoPhillips as a borrower. The company now has a $2 billion 364-day revolving credit facility expiring on October 14, 2003, and two revolving credit facilities totaling $2 billion expiring in October 2006. There were no outstanding borrowings under any of these facilities at December 31, 2002. These credit facilities support the company's $4 billion commercial paper program. ConocoPhillips' Norwegian subsidiary has two $300 million revolving credit facilities that expire in June 2004, under which no borrowings were outstanding as of December 31, 2002. In addition to the bank credit facilities, ConocoPhillips sells certain credit card and trade receivables to two Qualifying Special Purpose Entities (QSPEs) in revolving-period securitization arrangements. These arrangements provide for ConocoPhillips to sell, and the QSPEs to purchase, certain receivables and for the QSPEs to then issue beneficial interests of up to $1.5 billion to five bank-sponsored entities. At December 31, 2002 and 2001, the company had sold accounts receivable of $1.3 billion and $940 million, respectively. The receivables sold have been sufficiently isolated from ConocoPhillips to qualify for sales treatment. All five bank-sponsored entities are multi-seller conduits with access to the commercial paper market and purchase interests in similar receivables from numerous other companies unrelated to ConocoPhillips. ConocoPhillips has no ownership in any of the bank-sponsored entities and has no voting influence over any bank-sponsored entity's operating and financial decisions. As a result, ConocoPhillips does not consolidate any of these entities. Beneficial interests retained by ConocoPhillips in the pool of receivables held by the QSPEs are subordinate to the beneficial interests issued to the bank-sponsored entities and were measured and recorded at fair value based on the present value of future expected cash flows estimated using management's best estimates concerning the receivables performance, including credit losses and dilution discounted at a rate commensurate with the risks involved to arrive at present value. These assumptions are updated periodically based on actual credit loss experience and market interest rates. ConocoPhillips also retains servicing responsibility related to the sold receivables. The fair value of the servicing responsibility approximates adequate compensation for the servicing costs incurred. ConocoPhillips' retained interest in the sold receivables at December 31, 2002 and 2001, was $1.3 billion and $450 million, respectively. Under accounting principles generally accepted in the United States, the QSPEs are not consolidated by ConocoPhillips. ConocoPhillips retained interest in sold receivables is reported on the balance sheet in accounts and notes receivable. See Note 13--Sales of Receivables in the Notes to Consolidated Financial Statements for additional information. On October 9, 2002, ConocoPhillips issued $2 billion of senior unsecured debt securities, consisting of $400 million 3.625% notes due 2007, $1 billion 4.75% notes due 2012, and $600 million 5.90% notes due 2032. The $1,980 million net proceeds of the offering were used to reduce commercial paper, to retire Conoco's $500 million floating rate notes due October 15, 2002, and for general corporate purposes. 54 Moody's Investor Service has assigned a rating of A3 on ConocoPhillips' senior long-term debt; and Standard and Poors and Fitch have assigned a rating of A-. ConocoPhillips does not have any ratings triggers on any of its corporate debt that would cause an automatic event of default in the event of a downgrade of ConocoPhillips' debt rating and thereby impacting ConocoPhillips' access to liquidity. In the event that ConocoPhillips' credit were to deteriorate to a level that would prohibit ConocoPhillips from accessing the commercial paper market, ConocoPhillips would still be able to access funds under its $4.6 billion revolving credit facilities. Based on ConocoPhillips' year-end commercial paper balance of $1.5 billion, ConocoPhillips had access to $3.1 billion in borrowing capacity as of December 31, 2002, after repaying all outstanding commercial paper, which provides ample liquidity to cover any needs that its businesses may require to cover daily operations. OTHER FINANCING AND OFF-BALANCE SHEET ARRANGEMENTS During 1996 and 1997, ConocoPhillips formed two statutory business trusts, Phillips 66 Capital I and Phillips 66 Capital II. The company owns all of the common securities of the trusts and the trusts are consolidated by the company. The trusts exist for the sole purpose of issuing preferred securities to outside investors, and investing the proceeds thereof in an equivalent amount of subordinated debt securities of ConocoPhillips. The two trusts were established to raise funds for general corporate purposes. The subordinated debt securities of ConocoPhillips held by the trusts are eliminated in consolidation. The $300 million of 8.24% Trust Originated Preferred Securities issued by Phillips 66 Capital Trust I became callable, at par, $25 per share, during May 2001. On May 31, 2002, ConocoPhillips redeemed all of its outstanding subordinated debt securities held by the Trust, which triggered the redemption of the $300 million of trust preferred securities at par value, $25 per share. The redemption was funded by the issuance of commercial paper. The remaining $350 million of mandatorily redeemable preferred trust securities issued by Phillips 66 Capital Trust II are mandatorily redeemable in 2037, when the subordinated debt securities of ConocoPhillips held by the trust are required to be repaid. The mandatorily redeemable preferred securities are presented in the mezzanine section of the balance sheet. See Note 17--Preferred Stock and Other Minority Interests in the Notes to Consolidated Financial Statements. ConocoPhillips also had outstanding, at December 31, 2002, $645 million of equity held by minority interest owners, which provide a preferred return to those minority interest holders. In 1999, Conoco formed Conoco Corporate Holdings L.P. by contributing an office building and four aircraft. The limited partner interest was sold to Highlander Investors L.L.C. for $141 million, which represented an initial net 47 percent interest. Highlander is entitled to a cumulative annual priority return on its investment of 7.86 percent. The net minority interest in Conoco Corporate Holdings was $141 million at December 31, 2002, and is mandatorily redeemable in 2019 or callable without penalty beginning in the fourth quarter of 2004. In 2001, Conoco and Cold Spring Finance S.a.r.l. formed Ashford Energy Capital S.A. through the contribution of cash and a Conoco subsidiary promissory note. Cold Spring Finance S.a.r.l. held a $504 million net minority interest in Ashford Energy at December 31, 2002, and is entitled to a cumulative annual preferred return on its investment, based on three-month LIBOR rates plus 1.27 percent. The preferred return at December 31, 2002, was 2.70 percent. These minority interests are presented in the mezzanine section of the balance sheet. See Note 17--Preferred Stock and Other Minority Interests in the Notes to Consolidated Financial Statements. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," and later in 2003, the FASB is expected to issue Statement of Financial Accounting Standards (SFAS) No. 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity." The company is evaluating these new pronouncements to determine whether the amounts currently presented in the mezzanine section of the balance sheet will be required to be presented as debt or as equity 55 on the balance sheet. See Note 27--New Accounting Standards and Note 28--Variable Interest Entities in the Notes to Consolidated Financial Statements for more information. The company leases ocean transport vessels, drillships, tank railcars, corporate aircraft, service stations, computers, office buildings, certain refining equipment, and other facilities and equipment. Prior to the acquisition of Tosco and the merger, the company had in place leasing arrangements for tankers, corporate aircraft and the construction of various retail marketing outlets. At December 31, 2002, approximately $730 million had been utilized under those arrangements, which is the total capacity available. At the time the company acquired Tosco, Tosco had in place previously arranged leasing arrangements for various retail stations and two office buildings in Tempe, Arizona. At December 31, 2002, approximately $1.3 billion had been utilized under those arrangements, which is the total capacity available. In addition, at the time of the merger, Conoco had in place leasing arrangements for certain refining equipment, two drillships, and various retail marketing outlets. At December 31, 2002, approximately $370 million had been utilized under those arrangements. Several of the above leasing arrangements are with special purpose entities (SPEs) that are third-party trusts established by a trustee and funded by financial institutions. Other than those leasing arrangements, ConocoPhillips has no other direct or indirect relationship with the trusts or their investors. Each SPE from which ConocoPhillips leases assets is funded by at least 3 percent substantive, unaffiliated third-party, residual equity capital investment, which is at risk during the entire term of the lease. Changes in market interest rates do have an impact on the periodic amount of lease payments. ConocoPhillips has various purchase options to acquire the leased assets from the SPEs at the end of the lease term, but those purchase options are not required to be exercised by ConocoPhillips under any circumstances. If ConocoPhillips does not exercise its purchase option on a leased asset, the company does have guaranteed residual values, which are due at the end of the lease terms, but those guaranteed amounts would be reduced by the fair market value of the leased assets returned. These various leasing arrangements meet all requirements under generally accepted accounting principles to be treated as operating leases. However, in January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," which will require consolidation in July 2003 of certain SPEs that were created prior to January 31, 2003, and which are still in existence at June 15, 2003. The company is evaluating the new Interpretation to determine whether the assets and debt of the leasing arrangements would be consolidated. See Note 28--Variable Interest Entities in the Notes to Consolidated Financial Statements for more information. If the company is required to consolidate all of these entities, the assets of the entities and debt of approximately $2.4 billion would be required to be included in the consolidated financial statements. The company's maximum exposure to loss as a result of its involvement with the entities would be the debt of the entity less the fair value of the assets at the end of the lease terms. Of the $2.4 billion debt that would be consolidated, approximately $1.5 billion is associated with a major portion of the company's owned retail stores that the company has announced it plans to sell. As a result of the planned divestiture, the company plans to exercise purchase option provisions during 2003 and terminate various operating leases involving approximately 900 store sites and two office buildings. In addition, see Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for details regarding the provisions for losses and penalties recorded in the fourth quarter, 2002 for the planned divestiture. Depending upon the timing of the company's exercise of these purchase options, and the determination of whether or not the lessor entities in these operating leases are variable interest entities requiring consolidation in 2003, some or all of these lessor entities could become consolidated subsidiaries of the company prior to the exercise of the purchase options and termination of the leases. See Note 14--Guarantees and Note 19--Non-Mineral Leases in the Notes to Consolidated Financial Statements. 56 During 2000, ConocoPhillips contributed its midstream gas gathering, processing and marketing business and its worldwide chemicals business to joint ventures with Duke Energy Corporation and ChevronTexaco Corporation, as successor to Chevron Corporation (ChevronTexaco), respectively, forming DEFS and CPChem, respectively. ConocoPhillips owns 30.3 percent of DEFS and 50 percent of CPChem, accounting for its interests in both companies using the equity method of accounting. The capital and financing programs of both of these joint-venture companies are intended to be self-funding. DEFS supplies a substantial portion of its natural gas liquids to ConocoPhillips and CPChem under a supply agreement that continues until December 31, 2014. This purchase commitment is on an "if-produced, will-purchase" basis so it has no fixed production schedule, but has been, and is expected to be, a relatively stable purchase pattern over the term of the contract. Natural gas liquids are purchased under this agreement at various published market index prices, less transportation and fractionation fees. DEFS also purchases raw natural gas from ConocoPhillips' E&P operations. ConocoPhillips and CPChem have multiple supply and purchase agreements in place, ranging in initial terms from four to 15 years, with extension options. These agreements cover sales and purchases of refined products, solvents, and petrochemical and natural gas liquids feedstocks, as well as fuel oils and gases. Delivery quantities vary by product, ranging from zero to 100 percent of production capacity at a particular refinery, most at the buyer's option. All products are purchased and sold under specified pricing formulas based on various published pricing indexes, consistent with terms extended to third-party customers. In the second quarter of 2001, ConocoPhillips and its co-venturers in the Hamaca project secured approximately $1.1 billion in a joint debt financing for their heavy-crude oil project in Venezuela. The Export-Import Bank of the United States provided a guarantee supporting a 17-year-term $628 million bank facility. The joint venture also arranged a $470 million 14-year-term commercial bank facility for the project. Total debt of $947 million was outstanding under these credit facilities at December 31, 2002. ConocoPhillips, through the joint venture, holds a 40 percent interest in the Hamaca project, which is operated on behalf of the co-venturers by Petrolera Ameriven. The proceeds of these joint financings are being used to partially fund the development of the heavy-oil field and the construction of pipelines and a heavy-oil upgrader. The remaining necessary funding will be provided by capital contributions from the co-venturers on a pro rata basis to the extent necessary to successfully complete construction. Once completion certification is achieved, the joint project financings will become non-recourse with respect to the co-venturers and the lenders under those facilities can then look only to the Hamaca project's cash flows for payment. MSLP is a limited partnership in which ConocoPhillips and PDVSA each own an indirect 50 percent interest. During 1999, MSLP issued $350 million of 8.85 percent bonds due 2019 that ConocoPhillips and PDVSA are joint-and-severally liable for under a construction completion guarantee. The bond proceeds were used to fund construction of a coker, vacuum unit and related facilities at the ConocoPhillips Sweeny refinery plus certain improvements to existing facilities at the same location. MSLP owns and operates the coker and vacuum unit and, in the third quarter of 2000, began processing long residue produced from the Venezuelan Merey crude oil delivered under a supply agreement that ConocoPhillips has with PDVSA. MSLP charges ConocoPhillips a fee to process the long residue through the vacuum unit and coker. This is the partnership's primary source of revenue. If completion certification is not attained by 2004, the full debt is due. Upon completion certification, the 8.85 percent bonds become non-recourse to the two MSLP partners and the bondholders can then look only to MSLP cash flows for payment. 57 ConocoPhillips purchased the improvements to existing facilities from MSLP for a price equal to the cost of construction and MSLP provided seller financing. Terms of financing provide for 240 monthly payments of principal and interest commencing September 2000 with interest accruing at a 7 percent annual rate. The principal balance due on the seller financing was $131 million at December 31, 2002, and is included as long-term debt in ConocoPhillips' balance sheet. MSLP pays a monthly access fee to ConocoPhillips for the use of the improvements to the refinery. The access fee equals the monthly principal and interest paid by ConocoPhillips to purchase the improvements from MSLP. To the extent the access fee is not paid by MSLP, ConocoPhillips is not obligated to make payments for the improvements. During the first quarter of 2002, MSLP issued $25 million of tax-exempt bonds due 2021. This issuance, combined with similar bonds MSLP issued in 1998, 2000, and 2001, bring the total outstanding to $100 million. As a result of the company's support as a primary obligor of a 50 percent share of these MSLP financings, $50 million and $38 million of long-term debt is included in ConocoPhillips' balance sheet at December 31, 2002, and December 31, 2001, respectively. ConocoPhillips has transactions with many unconsolidated affiliates. Equity affiliate sales and services to ConocoPhillips amounted to $1,545 million in 2002, $1,110 million in 2001 and $1,347 million in 2000. Equity affiliate purchases from ConocoPhillips totaled $1,554 million in 2002, $935 million in 2001 and $1,573 million in 2000. These agreements were not the result of arms-length negotiations. However, ConocoPhillips believes that these contracts are generally at values that are similar to those that could be negotiated with independent third parties. CAPITAL REQUIREMENTS For information about ConocoPhillips' capital expenditures and investments, see "Capital Spending" below. During 2002 and January 2003, ConocoPhillips redeemed the following notes and funded the redemptions with commercial paper: o its $250 million 8.86% notes due May 15, 2022, at 104.43 percent; o its $171 million 7.443% senior unsecured notes due 2004; o its $250 million 8.49% notes due January 1, 2023, at 104.245 percent; and o its $181 million SRW Cogeneration Limited Partnership note. In addition, in April 2003, ConocoPhillips plans to redeem its $250 million 7.92% notes due in 2023 at 103.96 percent. 58 The following table summarizes the maturities of the drawn balances of the company's various debt instruments, as well as other non-cancelable, fixed or minimum, contractual commitments, as of December 31, 2002:
Millions of Dollars ------------------------------------------------------------- Payments Due by Period ------------------------------------------------------------- Up to 1 2-3 4-5 After Debt and other non-cancelable cash commitments Total Year Years Years 5 Years - ------------------------------------------------------------------------------------------------------------------------------ Total debt* $ 19,766 849 2,667 3,827 12,423 Mandatorily redeemable other minority interests and preferred securities 491 -- -- -- 491 Operating leases Minimum rental payments** 4,101 649 1,025 792 1,635 Sublease offsets (641) (129) (165) (83) (264) Unconditional throughput and processing fee and purchase commitments*** 3,785 438 760 598 1,989 - ------------------------------------------------------------------------------------------------------------------------------
*Includes net unamortized premiums and discounts. **Excludes $383 million in lease commitments that begin upon delivery of five crude oil tankers currently under construction. Delivery is expected in the third and fourth quarters of 2003. ***Represents non-market purchase commitments and obligations to transfer funds in the future for fixed or minimum amounts at fixed or minimum prices under various throughput or tolling agreements. In addition to the above contractual commitments, the company has various guarantees that have the potential for requiring cash outflows resulting from a contingent event that could require company performance pursuant to a funding commitment to a third or related party. See Note 14--Guarantees in the Notes to Consolidated Financial Statements for additional details. The following table summarizes the potential amounts and remaining time frames of these direct and indirect guarantees, as of December 31, 2002.
Millions of Dollars ------------------------------------------------------------ Amount of Expected Guarantee Expiration Per Period ------------------------------------------------------------ Up to 1 2-3 4-5 After Direct and indirect guarantees Total Year Years Years 5 Years - ------------------------------------------------------------------------------------------------------------------------------ Construction completion guarantees* $ 859 418 441 -- -- Guaranteed residual values on leases** 1,821 196 1,046 145 434 Guarantees of joint-venture debt*** 355 54 74 8 219 Other guarantees and indemnifications**** 662 121 141 37 363 - ------------------------------------------------------------------------------------------------------------------------------
*Amounts represent ConocoPhillips' maximum future potential payments under construction completion guarantees for debt and bond financing arrangements secured by the Hamaca and Merey Sweeny joint-venture projects in Venezuela and Texas, respectively. The debt is non-recourse to ConocoPhillips upon completion certification of the projects. Figures in the table represent maximum amount due under the guarantee in the event completion certification is not achieved. The Merey Sweeny debt is joint-and-several and included at its gross amount. **Represents maximum additional amounts that would be due at the end of the term of certain operating leases if the fair value of the leased property was less than the guaranteed amount. See Note 19--Non-Mineral Leases in the Notes to Consolidated Financial Statements. ***Represents amount of obligations directly guaranteed by the company in the event a guaranteed joint venture does not perform. ****Represents Merey Sweeny, L.P. agreement requirement to pay cash calls as required to meet minimum operating requirements of the venture, in the event revenues do not cover expenses over the next 18 years. Also includes certain potential payments related to two drillships, two LNG vessels, dealer and jobber loan guarantees to support the company's marketing business, a guarantee supporting a lease assignment on a corporate aircraft and guarantees of lease payment obligations for a joint venture. The maximum amount of future payments under tax and general indemnifications from normal ongoing operations is indeterminable. 59 CAPITAL SPENDING CAPITAL EXPENDITURES AND INVESTMENTS
Millions of Dollars -------------------------------------- 2003 Budget 2002 2001 2000** -------------------------------------- E&P United States-Alaska $ 704 706 965 538 United States-Lower 48 780 499 389 413 International 3,433 2,071 1,162 726 - -------------------------------------------------------------------- 4,917 3,276 2,516 1,677 - -------------------------------------------------------------------- Midstream 23 5 -- 17 - -------------------------------------------------------------------- R&M United States 881 676 423 217 International 250 164 5 -- - -------------------------------------------------------------------- 1,131 840 428 217 - -------------------------------------------------------------------- Chemicals -- 60 6 67 Emerging Businesses 248 122 -- -- Corporate and Other* 173 85 66 39 - -------------------------------------------------------------------- $6,492 4,388 3,016 2,017 ==================================================================== United States $2,630 2,043 1,849 1,264 International 3,862 2,345 1,167 753 - -------------------------------------------------------------------- $6,492 4,388 3,016 2,017 ==================================================================== Discontinued operations $ 60 97 69 5 - --------------------------------------------------------------------
*Excludes discontinued operations. **Excludes the Alaskan acquisition. ConocoPhillips' capital spending for continuing operations for the three-year period ending December 31, 2002, totaled $9.4 billion, excluding the purchase of ARCO's Alaskan businesses in 2000. The company's spending was primarily focused on the growth of its E&P business, with more than 79 percent of total spending for continuing operations in this segment. On March 31, 2000, ConocoPhillips contributed the gas gathering, processing and marketing portion of its then Midstream business to DEFS. On July 1, 2000, ConocoPhillips contributed its Chemicals business to CPChem. The capital programs of these joint-venture companies are intended to be self-funding. Including approximately $400 million in capitalized interest and $200 million that will be funded by minority interests in the Bayu-Undan gas export project, ConocoPhillips' Board of Directors (Board) has approved $6.5 billion for capital projects and investments for continuing operations in 2003, a 48 percent increase over 2002 capital spending of $4.4 billion. The company plans to direct approximately 75 percent of its 2003 capital budget to E&P and about 17 percent to R&M. The remaining budget will be allocated toward emerging businesses, mainly power generation, and general corporate purposes, with a significant majority related to global integration of systems. Forty-one percent of the budget is targeted for projects in the United States. In addition to the above budget, ConocoPhillips expects to spend about $300 million to exercise purchase options for retail stores and office buildings, which are currently within various lease arrangements. 60 E&P Capital spending for continuing operations for E&P during the three-year period ending December 31, 2002, totaled $7.5 billion. The expenditures over the three-year period supported several key exploration and development projects including: o National Petroleum Reserve--Alaska (NPR-A) and satellite field prospects on Alaska's North Slope; o the Hamaca heavy-oil project in Venezuela's Orinoco Oil Belt; o the Peng Lai 19-3 discovery in China's Bohai Bay and additional Bohai Bay appraisal and satellite field prospects; o the Kashagan field in the north Caspian Sea, offshore Kazakhstan; o the Jade, Clair and CMS3 developments in the United Kingdom; o the Bayu-Undan gas recycle project in the Timor Sea; o acquisition of deepwater exploratory interests in Angola, Nigeria, Brazil, and the U.S. Gulf of Mexico; o fields in Vietnam; o Canadian conventional oil and gas projects, as well as expansion of the Syncrude project; and o fields in Indonesia. Capital expenditures for construction of the Endeavour Class tankers and an additional interest in the Trans-Alaska Pipeline System were also included in the E&P segment. ConocoPhillips has contracted to build, for approximately $200 million each, five double-hulled Endeavour Class tankers for use in transporting Alaskan crude oil to the U.S. West Coast. During 2001, the Polar Endeavour, the first Endeavour Class tanker, entered service. The second tanker, the Polar Resolution, entered service in May 2002. The third tanker, the Polar Discovery, was christened on April 13, 2002, and is expected to enter service in 2003. ConocoPhillips expects to add a new Endeavour Class tanker to its fleet each year through 2005, allowing the company to retire older ships and cancel non-operated charters. In 2002, the company and its co-venturers drilled or participated in 69 development wells at the Alaska Prudhoe Bay field. Also, new equipment was added to increase the efficiency of the field's existing water flood. At the Kuparuk field, 14 new development wells were added, and the Drill Site 3S (Palm) was installed earlier in the year. Production at Palm began in the fourth quarter. At Alpine, nine new development wells were added. Other capital spending at Alpine included facility improvements. During the fourth quarter of 2001, heavy-crude-oil production began from the Hamaca project in Venezuela's Orinoco Oil Belt. Construction of an upgrader to convert heavy crude into a 26-degree API synthetic crude continues. Completion of the upgrader is expected in 2004. ConocoPhillips owns a 61 40 percent equity interest in the Hamaca project. ConocoPhillips' other heavy-oil project, Petrozuata, incurred no significant capital expenditures in 2002. In addition to the Hamaca development and Petrozuata, ConocoPhillips submitted a Declaration of Commerciality to the Venezuelan government on the Corocoro oil discovery in the fourth quarter of 2002. Development approval is expected in the first half of 2003, with expenditures to follow later in the year. In 2002, development activities continued on the company's Peng Lai 19-3 discovery in Block 11/05 in China's Bohai Bay with production beginning late in the fourth quarter of 2002. Technical design activities for the second phase of development continued during 2002. In 2002, ConocoPhillips and its co-venturers, in conjunction with the government of the Republic of Kazakhstan, declared the Kashagan field on the Kazakhstan shelf in the north Caspian Sea to be commercial. This declaration of commerciality enabled preparation of a development plan for the field. Drilling of the first of five planned appraisal wells was successfully completed in early 2002. Evaluation of test results continues on the second and third wells, drilling operations continue on the fourth, and testing continues on the fifth of these appraisal wells. In May 2002, ConocoPhillips, along with the other remaining co-venturers, completed the acquisition of proportionate interests of other co-venturers rights, which increased ConocoPhillips' ownership interest from 7.14 percent to 8.33 percent. In October 2002, ConocoPhillips and its co-venturers announced a new hydrocarbon discovery in the Kazakhstan sector of the Caspian Sea. An initial test well, the Kalamkas-1, flowed oil. This well is located adjacent to the Kashagan field. In 2002, development of ConocoPhillips' Jade field, in the U.K. sector of the North Sea, continued with first production occurring in February 2002. A second production well was successfully drilled and began producing during the second quarter of 2002. In the second half of the year, two more production wells were completed and began producing. ConocoPhillips is the operator and holds a 32.5 percent interest in Jade. An exploration well was spudded late in 2002 and drilling operations are continuing into 2003. In September 2002, ConocoPhillips began production from the Hawksley field in the southern sector of the U.K. North Sea. The Hawksley discovery well, 44/17a-6y, was completed in July 2002 in one of five natural gas reservoirs currently being developed by ConocoPhillips as a single, unitized project. The other reservoirs are McAdam, Murdoch K, Boulton, and Watt. Collectively, they are known as CMS3 due to their utilization of the production and transportation facilities of the ConocoPhillips-operated Caister Murdoch system (CMS). ConocoPhillips is the operator of CMS3 and holds a 59.5 percent interest. ConocoPhillips' $1.9 billion gross Bayu-Undan gas-recycle project activities continued in the Timor Sea during 2002. This involved the drilling of future production wells from the wellhead platform and the installation of the platform jackets and all in-field flowlines. Fabrication and assembly of two large platform decks continues in Korea, as does work on the multi-product floating, storage and offtake vessel (FSO). At year-end, the project was approximately 69 percent complete. During mid-2003, the decks and FSO will be installed with first gas and commissioning commencing in the third quarter of 2003. Liquid sales will commence in early 2004 with production ramp-up occurring during the first six months of 2004. Activity associated with the Bayu-Undan gas export project, including a pipeline to Darwin and a liquefied natural gas plant, currently is focused on preparation of approval documentation and project design. Construction is expected to start in early 2003, following the Timor Sea Treaty ratification by Australia. ConocoPhillips' direct interest in the unitized Bayu-Undan field was 55.9 percent at year-end 2002. A further 8.25 percent interest was held through Petroz N.L., in which the company had an 89.7 percent stock ownership at year-end. ConocoPhillips has effective voting control over the pipeline and liquefied natural gas plant component of the gas export project and thus plans to consolidate that part of the Bayu-Undan project and present the other venturers as minority interests. 62 In 2002, ConocoPhillips continued pursuing the goal of increasing its presence in high-potential deepwater areas. ConocoPhillips was the high bidder in the central Gulf of Mexico sale for the Lorien prospect located in Green Canyon Block 199 and was officially awarded the block in 2002. In Brazil, ConocoPhillips acquired joint-venture partners for its two deepwater blocks and purchased additional seismic data. Plans for 2003 include the purchase of additional seismic data and the further evaluation of the two blocks' prospects. In May 2002, initial results showed that the first exploratory well drilled in Block 34, offshore Angola, was a dry hole. In view of this information, ConocoPhillips reassessed the fair value of the remainder of the block and determined that its investment in the block was impaired by $77 million, both before- and after-tax. Further technical analysis of the results of this first well continues. The second of three commitment wells in this block is scheduled for drilling in 2003. ConocoPhillips entered into a production sharing contract on Oil Prospecting Lease (OPL) 318, deepwater Nigeria, on June 14, 2002, where ConocoPhillips is operator with 50 percent interest. The acquisition of 3-D seismic data on OPL 318 is planned to begin in 2003, with the first exploratory well expected to be drilled in the fourth quarter of 2004. In the third quarter of 2002, production began from two new wellhead platforms in the Block 15-2 Rang Dong field in Vietnam. These additional platforms increased production from the field from under 6,800 to over 12,400 net barrels per day at year-end 2002. In Canada, total capital expended in 2002 was $136 million. Capital spending for conventional oil and gas properties was $75 million and Syncrude expansion continued with $54 million expended. In addition, the Mackenzie Delta/Parson's Lake project efforts focused on gaining pipeline regulatory approval and acquiring seismic data. ConocoPhillips continued with the development of key gas fields in the Natuna Sea in Indonesia. Total spending on Block B gas development in the last four months of 2002 was $101 million, including investment in the Belanak floating, production, storage and offtake vessel and wellhead platform, plus wells and pipeline infrastructure required for the newly commenced gas sales to Petronas Malaysia. ConocoPhillips acquired a 14 percent interest in PT Transportasi Gas Indonesia (TGI) in 2002. The primary assets of TGI are the Grissik-Duri pipeline, which has been in operation since 1998, and the Grissik-Singapore pipeline that is currently under construction with a completion date expected in late 2003. Total funding in 2002 was $54 million, which includes acquisition cost and capital expenditures. Other capital spending for E&P during the three year-period ended December 31, 2002, supported: o the Eldfisk waterflood development in Norway; o the acquisition and development of coalbed-methane and conventional gas prospects and producing properties in the U.S. Lower 48; and o North Sea prospects in the U.K. and Norwegian sectors, plus other Atlantic Margin wells in the United Kingdom, Greenland and the Faroe Islands. 63 2003 Capital Budget E&P's 2003 capital budget for continuing operations is $4.9 billion, 50 percent higher than actual expenditures in 2002. Thirty percent of E&P's 2003 capital budget is planned for the United States. Of that, 47 percent is slated for Alaska. ConocoPhillips has budgeted $461 million for worldwide exploration capital activities in 2003, with 28 percent of that amount, $131 million allocated for the United States. More than $41 million of the U.S. total will be directed toward the exploration program in Alaska, where wells are planned in the NPR-A and other locations on the North Slope. Outside the United States, significant exploration expenditures are planned in Kazakhstan, Venezuela, the United Kingdom and Norway. The company plans to spend about $700 million in 2003 for its Alaskan operations. Large capital projects include the ongoing construction of three Endeavour Class tankers; development of the Meltwater, Palm and West Sak fields in the Greater Kuparuk area; development of the Borealis field in the Greater Prudhoe Bay area; as well as the exploratory activity discussed above. In the Lower 48, capital expenditures will be focused on exploration and continued development of the company's acreage positions in the deepwater Gulf of Mexico, South Texas, the San Juan Basin, the Permian Basin, and the Texas Panhandle. Major deepwater developments include Magnolia, K2, and the Princess fields, while exploration continues using the drillship Pathfinder. E&P is directing $3.4 billion of its 2003 capital budget to international projects. The majority of these funds will be directed to developing major long-term projects, including the Bayu-Undan liquids development and gas-recycling project in the Timor Sea, the Hamaca heavy-oil project and Corocoro development in Venezuela, additional development of oil and gas reserves in offshore Block B and onshore South Sumatra blocks in Indonesia, Blocks 15-1 and 15-2 in Vietnam, and Bohai Bay in China. In addition, funds will be used to expand the company's positions in the U.K. and Norwegian sectors of the North Sea, Syncrude operations in western Canada and to develop the Surmont heavy-oil project in Canada, and the Kashagan field in the Caspian Sea. Costs incurred for the years ended December 31, 2002, 2001, and 2000, relating to the development of proved undeveloped oil and gas reserves were $1,631 million, $1,423 million, and $857 million, respectively. As of December 31, 2002, estimated future development costs relating to the development of proved undeveloped oil and gas reserves for the years 2003 through 2005 were projected to be $1,815 million, $939 million, and $539 million, respectively. R&M Capital spending for continuing operations for R&M during the three-year period ending December 31, 2002, was primarily for refinery-upgrade projects to improve product yields, to meet new environmental standards, to improve the operating integrity of key processing units, and to install advanced process control technology, as well as for safety projects. Key significant projects during the three-year period included: o construction of a polypropylene plant at the Bayway refinery in New Jersey; o construction on a fluid catalytic cracking (FCC) unit at the Ferndale, Washington, refinery; 64 o expansion of the alkylation unit at the Los Angeles refinery; o completion of a coker and continuous catalytic reformer at the company's Sweeny, Texas, refinery; o capacity expansion and debottlenecking projects at the Borger, Texas, refinery; o completion of a commercial S Zorb Sulfur Removal Technology (S Zorb) unit at the Borger refinery; o an expansion of capacity in the Seaway crude-oil pipeline; and o installation of advanced central control buildings and technologies at the Sweeny and Borger facilities. Total capital spending for continuing operations for R&M for the three-year period was $1.5 billion, representing approximately 16 percent of ConocoPhillips' total capital spending for continuing operations. During 2002, construction continued on two major projects: a polypropylene plant at the Bayway refinery in Linden, New Jersey, and an FCC unit at the Ferndale, Washington, refinery. The Bayway polypropylene plant will utilize propylene feedstock from the Bayway refinery to make up to 775 million pounds per year of polypropylene. The plant became operational in March 2003. The FCC unit at Ferndale is expected to be fully operational in the second quarter of 2003 and will enable the refinery to significantly improve gasoline production per barrel of crude input. In 2002, ConocoPhillips made investments to improve its ability to meet regulatory "clean fuels" requirements throughout its refining system. The company plans to spend approximately $400 million per year for the next two years on clean fuels projects in the United States and already is well ahead of regulatory mandates for producing clean fuel in Europe. In 2002, ConocoPhillips completed a large continuous pilot plant demonstrating S Zorb for diesel, began construction of an S Zorb gasoline unit at its Ferndale, Washington, refinery, and announced its sixth licensing agreement for the use of S Zorb for gasoline and second licensing agreement for the use of S Zorb for diesel. The S Zorb process significantly reduces sulfur content in gasoline or diesel fuel for meeting new government regulations. In 2002, a major expansion of the alkylation unit at the Los Angeles refinery was completed and as a result, production of non-MTBE (methyl tertiary-butyl ether) gasoline has increased. 2003 Capital Budget R&M's 2003 capital budget for continuing operations is $1.1 billion, a 35 percent increase over spending of $840 million in 2002. Domestic spending is expected to consume about 80 percent of the R&M budget. The company plans to direct about $750 million of the R&M capital budget to domestic refining, of which about 45 percent of the expenditures are related to clean fuels, safety and environmental projects. Domestic marketing, transportation and specialty businesses expect to spend about $130 million, with the remaining budget to fund projects in the company's international refining and marketing businesses in Europe and the Asia-Pacific region. 65 EMERGING BUSINESSES Capital spending for Emerging Businesses during 2002 was primarily for construction of the Immingham combined heat and power cogeneration plant near the company's Humber refinery in the United Kingdom. Additional investments were made at a domestic power plant in Orange, Texas, and at the company's carbon fibers plant in Ponca City, Oklahoma. Emerging Businesses' 2003 capital budget of $248 million is primarily dedicated to the continued construction of the Immingham combined heat and power cogeneration plant. CONTINGENCIES LEGAL AND TAX MATTERS ConocoPhillips accrues for contingencies when a loss is probable and the amounts can be reasonably estimated. Based on currently available information, the company believes that it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on the company's financial statements. All significant litigation arising from the June 23, 1999, flash fire that occurred in a reactor vessel at the K-Resin styrene-butadiene copolymer (SBC) plant at the Houston Chemical Complex has now been resolved. On March 27, 2000, an explosion and fire occurred at the K-Resin SBC plant due to the overpressurization of an out-of-service butadiene storage tank. One employee was killed and several individuals, including employees of both ConocoPhillips and its contractors, were injured. Additionally, individuals who were allegedly in the area of the Houston Chemical Complex at the time of the incident have claimed they suffered various personal injuries due to exposure to the event. The wrongful death claim and the claims of the most seriously injured workers have been resolved. Currently, there are eight lawsuits pending on behalf of approximately 100 primary plaintiffs. Under the indemnification provisions of subcontracting agreements with Zachry and Brock Maintenance, Inc., ConocoPhillips sought indemnification from these subcontractors with respect to claims made by their employees. Although that plant was contributed to CPChem under the Contribution Agreement, ConocoPhillips retains liability for damages arising out of the incident. ENVIRONMENTAL ConocoPhillips and each of its various businesses are subject to the same numerous international, federal, state, and local environmental laws and regulations as are other companies in the petroleum exploration and production; and refining, marketing and transportation of crude oil and refined products businesses. The most significant of these environmental laws and regulations include, among others, the: o Federal Clean Air Act, which governs air emissions; o Federal Clean Water Act, which governs discharges to water bodies; o Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatened to occur; 66 o Federal Resource Conservation and Recovery Act (RCRA), which governs the treatment, storage, and disposal of solid waste; o Federal Oil Pollution Act of 1990 (OPA90) under which owners and operators of onshore facilities and pipelines, lessees or permittees of an area in which an offshore facility is located, and owners and operators of vessels are liable for removal costs and damages that result from a discharge of oil into navigable waters of the United States; o Federal Emergency Planning and Community Right-to-Know Act (EPCRA) which requires facilities to report toxic chemical inventories with local emergency planning committees and responses departments; o Federal Safe Drinking Water Act which governs the disposal of wastewater in underground injections wells; and o U.S. Department of the Interior regulations, which relate to offshore oil and gas operations in U.S. waters and impose liability for the cost of pollution cleanup resulting from the lessee's operations and potential liability for pollution damages. These laws and their implementing regulations set limits on emissions and, in the case of discharges to water, establish water quality limits. They also, in most cases, require permits in association with new or modified operations. These permits can require an applicant to collect substantial information in connection with the application process, which can be expensive and time-consuming. In addition, there can be delays associated with notice and comment periods and the agency's processing of the application. Many of the delays associated with the permitting process are beyond the control of the applicant. Many states and foreign countries where ConocoPhillips operates also have, or are developing, similar environmental laws and regulations governing the same types of activities. While similar, in some cases these regulations may impose additional, or more stringent, requirements that can add to the cost and difficulty of marketing or transporting products across state and international borders. The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor easily determinable as new standards, such as air emission standards, water quality standards and stricter fuel regulations, continue to evolve. However, environmental laws and regulations are expected to continue to have an increasing impact on ConocoPhillips' operations in the United States and in most of the countries in which the company operates. Notable areas of potential impacts include air emission compliance and remediation obligations in the United States. Under the Clean Air Act, the EPA has promulgated a number of stringent limits on air emissions and established a federally mandated operating permit program. Violations of the Clean Air Act are enforceable with civil and criminal sanctions. The EPA has also promulgated specific rules governing the sulfur content of gasoline, known generically as the "Tier II Sulfur Rules," which become applicable to ConocoPhillips' gasoline as early as 2004. The company is implementing a compliance strategy for meeting the requirements, including the use of ConocoPhillips' proprietary technology known as S Zorb. The company expects to use a combination of technologies to achieve compliance with these rules and has made preliminary estimates of its cost of compliance. These costs will be included in future budgeting for refinery compliance. The EPA has also promulgated sulfur content rules for highway diesel fuel that become applicable in 2006. ConocoPhillips is currently developing and testing an S Zorb system for removing sulfur from diesel fuel. It is anticipated that S Zorb will be used as part of ConocoPhillips' strategy for complying with these rules. Because the company is still evaluating and developing capital strategies for compliance with the rule, ConocoPhillips cannot provide precise cost estimates at this time, but will do so and report these compliance costs as required by law. 67 Additional areas of potential air-related impacts to ConocoPhillips are the proposed revisions to the National Ambient Air Quality Standards (NAAQS) and the Kyoto Protocol. In July 1997, the EPA promulgated more stringent revisions to the NAAQS for ozone and particulate matter. Since that time, final adoption of these revisions has been the subject of litigation (American Trucking Association, Inc. et al. v. United States Environmental Protection Agency) that eventually reached the U.S. Supreme Court during fall 2000. In February 2001, the U.S. Supreme Court remanded this matter, in part, to the EPA to address the implementation provisions relating to the revised ozone NAAQS. If adopted, the revised NAAQS could result in substantial future environmental expenditures for ConocoPhillips. In 1997, an international conference on global warming concluded an agreement, known as the Kyoto Protocol, which called for reductions of certain emissions that contribute to increases in atmospheric greenhouse gas concentrations. The United States has not ratified the treaty codifying the Kyoto Protocol but may in the future. In addition, other countries where ConocoPhillips has interests, or may have interests in the future, have made commitments to the Kyoto Protocol and are in various stages of formulating applicable regulations. It is not, however, possible to accurately estimate the costs that could be incurred by ConocoPhillips to comply with such regulations, but such expenditures could be substantial. ConocoPhillips also is subject to certain laws and regulations relating to environmental remediation obligations associated with current and past operations. Such laws and regulations include CERCLA and RCRA and their state equivalents. Remediation obligations include cleanup responsibility arising from petroleum releases from underground storage tanks located at numerous past and present ConocoPhillips owned and/or operated petroleum-marketing outlets throughout the United States. Federal and state laws require that contamination caused by such underground storage tank releases be assessed and remediated to meet applicable standards. In addition to other cleanup standards, many states have adopted cleanup criteria for MTBE for both soil and groundwater. MTBE standards continue to evolve, and future environmental expenditures associated with the remediation of MTBE-contaminated underground storage tank sites could be substantial. RCRA requires permitted facilities to undertake an assessment of environmental conditions at the facility. If conditions warrant, ConocoPhillips may be required to remediate contamination caused by prior operations. In contrast to CERCLA, which is often referred to as "Superfund," the cost of corrective action activities under the RCRA corrective action program typically is borne solely by ConocoPhillips. Over the next decade, ConocoPhillips anticipates that significant ongoing expenditures for RCRA remediation activities may be required, but such annual expenditures for the near term are not expected to vary significantly from the range of such expenditures the company has experienced over the past few years. Longer term, expenditures are subject to considerable uncertainty and may fluctuate significantly. ConocoPhillips from time to time receives requests for information or notices of potential liability from the EPA and state environmental agencies alleging that we are a potentially responsible party under CERCLA or an equivalent state statute. On occasion, ConocoPhillips also has been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by ConocoPhillips but allegedly contain wastes attributable to the company's past operations. As of December 31, 2001, the company reported it had been notified of potential liability under CERCLA at 29 sites around the United States. The company also had been notified of potential liability under comparable state laws at 11 sites around the United States. At August 30, 2002, the date of the merger, Conoco had been notified of potential liability under CERCLA and comparable state laws at 24 sites around the United States. At seven of these sites, both Conoco and the company had been notified of potential liability. The resulting total for ConocoPhillips was 57 sites. At December 31, 2002, ConocoPhillips had resolved three of these 68 sites and received four new notices of potential liability, leaving approximately 58 sites where ConocoPhillips has been notified of potential liability. For most Superfund sites, ConocoPhillips' potential liability will be significantly less than the total site remediation costs because the percentage of waste attributable to ConocoPhillips versus that attributable to all other potentially responsible parties is relatively low. Although liability of those potentially responsible is generally joint and several for federal sites and frequently so for state sites, other potentially responsible parties at sites where ConocoPhillips is a party typically have had the financial strength to meet their obligations, and where they have not, or where potentially responsible parties could not be located, ConocoPhillips' share of liability has not increased materially. Many of the sites at which the company is potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess site conditions, apportion responsibility and determine the appropriate remediation. In some instances, ConocoPhillips may have no liability or attain a settlement of liability. Actual cleanup costs generally occur after the parties obtain EPA or equivalent state agency approval. There are relatively few sites where ConocoPhillips is a major participant, and neither the cost to ConocoPhillips of remediation at those sites nor such cost at all CERCLA sites in the aggregate is expected to have a material adverse effect on the competitive or financial condition of ConocoPhillips. Expensed environmental costs were $546 million in 2002 and are expected to be approximately $687 million in 2003 and $717 million in 2004. Capitalized environmental costs were $325 million in 2002 and are expected to be approximately $638 million and $718 million in 2003 and 2004, respectively. Remediation Accruals ConocoPhillips accrues for remediation activities when it is probable that a liability has been incurred and reasonable estimates of the liability can be made. These accrued liabilities are not reduced for potential recoveries from insurers or other third parties and are not discounted (except, if assumed in a purchase business combination, such costs are recorded on a discounted basis). Many of these liabilities result from CERCLA, RCRA and similar state laws that require the company to undertake certain investigative and remedial activities at sites where it conducts, or once conducted, operations or at sites where ConocoPhillips-generated waste was disposed. The accrual also includes a number of sites identified by ConocoPhillips that may require environmental remediation, but which are not currently the subject of CERCLA, RCRA or state enforcement activities. If applicable, undiscounted receivables are accrued for probable insurance or other third-party recoveries. In the future, ConocoPhillips may incur significant costs under both CERCLA and RCRA. Considerable uncertainty exists with respect to these costs, and under adverse changes in circumstances, potential liability may exceed amounts accrued as of December 31, 2002. Remediation activities vary substantially in duration and cost from site to site, depending on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, and the presence or absence of potentially liable third parties. Therefore, it is difficult to develop reasonable estimates of future site remediation costs. At December 31, 2002, ConocoPhillips' balance sheet included a total environmental accrual of $743 million, compared with $439 million at December 31, 2001, an increase of $304 million, primarily resulting from the merger. The majority of these expenditures are expected to be incurred within the next 30 years. Notwithstanding any of the foregoing and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent in ConocoPhillips' operations and products, and there can be no assurance that material costs and liabilities will not be incurred. However, ConocoPhillips currently 69 does not expect any material adverse effect upon its results of operations or financial position as a result of compliance with environmental laws and regulations. OTHER ConocoPhillips has deferred tax assets related to certain accrued liabilities, alternative minimum tax credits, and loss carryforwards. Valuation allowances have been established for certain foreign and state net operating loss carryforwards that reduce deferred tax assets to an amount that will, more likely than not, be realized. Uncertainties that may affect the realization of these assets include tax law changes and the future level of product prices and costs. Based on the company's historical taxable income, its expectations for the future, and available tax-planning strategies, management expects that the net deferred tax assets will be realized as offsets to reversing deferred tax liabilities and as reductions in future taxable income. The alternative minimum tax credit can be carried forward indefinitely to reduce the company's regular tax liability. NEW ACCOUNTING STANDARDS There are a number of new FASB Statements of Financial Accounting Standards (SFAS) and Interpretations that ConocoPhillips implemented either in December 2002 or January 2003, as required: SFAS No. 143, "Accounting for Asset Retirement Obligations;" SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections;" SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities;" SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure;" Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others;" and Interpretation No. 46, "Consolidation of Variable Interest Entities." In addition, in 2003, the FASB is expected to issue SFAS No. 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity." For additional information about these, see Note 27--New Accounting Standards in the Notes to Consolidated Financial Statements, which is incorporated herein by reference. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. See Note 1--Accounting Policies in the Notes to Consolidated Financial Statements for descriptions of the company's major accounting policies. Certain of these accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts would have been reported under different conditions, or if different assumptions had been used. OIL AND GAS ACCOUNTING Accounting for oil and gas exploratory activity is subject to special accounting rules that are unique to the oil and gas industry. The acquisition of geological and geophysical seismic information, prior to the discovery of proved reserves, is expensed as incurred, similar to accounting for research and development costs. However, leasehold acquisition costs and exploratory well costs are capitalized on the balance sheet, pending determination of whether proved oil and gas reserves have been discovered on the prospect. 70 Property Acquisition Costs For individually significant leaseholds, management periodically assesses for impairment based on exploration and drilling efforts to date. For leasehold acquisition costs that individually are relatively small, management exercises judgment and determines a percentage probability that the prospect ultimately will fail to find proved oil and gas reserves and pools that leasehold information with others in the geographic area. For prospects in areas that have had limited, or no, previous exploratory drilling, the percentage probability of ultimate failure is normally judged to be quite high. This judgmental percentage is multiplied by the leasehold acquisition cost, and that product is divided by the contractual period of the leasehold to determine a periodic leasehold impairment charge that is reported in exploration expense. This judgmental probability percentage is reassessed and adjusted throughout the contractual period of the leasehold based on favorable or unfavorable exploratory activity on the leasehold or on adjacent leaseholds, and leasehold impairment amortization expense is adjusted prospectively. By the end of the contractual period of the leasehold, the impairment probability percentage will have been adjusted to 100 percent if the leasehold is expected to be abandoned, or will have been adjusted to zero percent if there is an oil or gas discovery that is under development. See the supplemental Oil and Gas Operations disclosures about Costs Incurred and Capitalized Costs for more information about the amounts and geographic locations of costs incurred in acquisition activity, and the amounts on the balance sheet related to unproved properties. Exploratory Costs For exploratory wells, drilling costs are temporarily capitalized, or "suspended," on the balance sheet, pending a judgmental determination of whether potentially economic oil and gas reserves have been discovered by the drilling effort. This judgment usually is made within two months of the completion of the drilling effort, but can take longer, depending on the complexity of the geologic structure. Accounting rules require that this judgment be made at least within one year of well completion. If a judgment is made that the well did not encounter potentially economic oil and gas quantities, the well costs are expensed as a dry hole and are reported in exploration expense. Exploratory wells that are judged to have discovered potentially economic quantities of oil and gas and that are in areas where a major capital expenditure (e.g., a pipeline or offshore platform) would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized on the balance sheet as long as additional exploratory appraisal work is under way or firmly planned. For complicated offshore exploratory discoveries, it is not unusual to have exploratory wells remain suspended on the balance sheet for several years while the company performs additional appraisal drilling and seismic work on the potential oil and gas field. Unlike leasehold acquisition costs, there is no periodic impairment assessment of suspended exploratory well costs. Management continuously monitors the results of the additional appraisal drilling and seismic work and expenses the suspended well costs as dry holes when it judges that the potential field does not warrant further exploratory efforts in the near term. See the supplemental Oil and Gas Operations disclosures about Costs Incurred and Capitalized Costs for more information about the amounts and geographic locations of costs incurred in exploration activity and the amounts on the balance sheet related to unproved properties, as well as the Wells In Progress disclosure for the number and geographic location of wells not yet declared productive or dry. Proved Oil and Gas Reserves Engineering estimates of the quantities of recoverable oil and gas reserves in oil and gas fields are inherently imprecise and represent only approximate amounts because of the subjective judgments involved in developing such information. Despite the inherent imprecision in these engineering estimates, accounting rules require supplemental disclosure of "proved" oil and gas reserve estimates due to the importance of these estimates to better understanding the perceived value and future cash flows of a company's oil and gas operations. The judgmental estimation of proved oil and gas reserves is also important to the income statement because the proved oil and gas reserve estimate for a field serves as the 71 denominator in the unit-of-production calculation of depreciation, depletion and amortization of the capitalized costs for that field. There are several authoritative guidelines regarding the engineering criteria that have to be met before estimated oil and gas reserves can be designated as "proved." The company's reservoir engineering department has policies and procedures in place that are consistent with these authoritative guidelines. The company has qualified and experienced internal engineering personnel who make these estimates. Proved reserve estimates are updated annually and take into account recent production and seismic information about each field. Also, as required by authoritative guidelines, the estimated future date when a field will be permanently shut-in for economic reasons is based on an extrapolation of oil and gas prices and operating costs prevalent at the balance sheet date. This estimated date when production will end affects the amount of estimated recoverable reserves. Therefore, as prices and cost levels change from year to year, the estimate of proved reserves also changes. Canadian Syncrude Reserves Canadian Syncrude proven reserves cannot be measured precisely. Reserve estimates of Canadian Syncrude are based on subjective judgments involving geological and engineering assessments of in-place crude bitumen volume, the mining plan, historical extraction recovery and upgrading yield factors, installed plant operating capacity and operating approval limits. The reliability of these estimates at any point in time depends on both the quality and quantity of the technical and economic data and the efficiency of extracting the bitumen and upgrading it into a light sweet crude oil. Despite the inherent imprecision in these engineering estimates, these estimates are used in determining depreciation expense. IMPAIRMENT OF ASSETS Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value. Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets--generally on a field-by-field basis for exploration and production assets, at an entire complex level for downstream assets, or at a site level for retail stores. Because there usually is a lack of quoted market prices for long-lived assets, the fair value usually is based on the present values of expected future cash flows using discount rates commensurate with the risks involved in the asset group. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of future production volumes, prices and costs, considering all available information at the date of review. See Note 10--Impairments in the Notes to Consolidated Financial Statements. DISMANTLEMENT, REMOVAL AND ENVIRONMENTAL COSTS Under various contracts, permits and regulations, the company has material legal obligations to remove tangible equipment and restore the land or seabed at the end of operations at production sites. The largest asset removal obligations facing ConocoPhillips involve removal and disposal of offshore oil and gas platforms around the world, and oil and gas production facilities and pipelines in Alaska. The estimated undiscounted costs, net of salvage values, of dismantling and removing these facilities are accrued, using primarily the unit-of-production method, over the productive life of the asset. Estimating the future asset removal costs necessary for this accounting calculation is difficult. Most of these removal obligations are many years in the future and the contracts and regulations often have vague descriptions of what removal practices and criteria will have to be met when the removal event actually occurs. Asset removal technologies and costs are constantly changing, as well as political, environmental, safety and public relations considerations. See Note 11--Accrued Dismantlement, Removal and Environmental Costs in the Notes to Consolidated Financial Statements. 72 BUSINESS ACQUISITIONS Purchase Price Allocation Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business. For most assets and liabilities, purchase price allocation is accomplished by recording the asset or liability at its estimated fair value. The most difficult estimations of individual fair values are those involving properties, plants and equipment and identifiable intangible assets. The company uses all available information to make these fair value determinations and, for major business acquisitions, typically engages an outside appraisal firm to assist in the fair value determination of the acquired long-lived assets. The company has, if necessary, up to one year after the acquisition closing date to finish these fair value determinations and finalize the purchase price allocation. Intangible Assets and Goodwill In connection with the acquisition of Tosco Corporation on September 14, 2001, and the merger on August 30, 2002, the company recorded material intangible assets for tradenames, air emission permit credits, and permits to operate refineries. These intangible assets were determined to have indefinite useful lives and so are not amortized. This judgmental assessment of an indefinite useful life has to be continuously evaluated in the future. If, due to changes in facts and circumstances, management determines that these intangible assets then have definite useful lives, amortization will have to commence at that time on a prospective basis. As long as these intangible assets are judged to have indefinite lives, they will be subject to periodic lower-of-cost-or-market tests, which requires management's judgment of the estimated fair value of these intangible assets. See Note 6--Acquisition of Tosco Corporation, Note 3--Merger of Conoco and Phillips, and Note 10--Impairments in the Notes to Consolidated Financial Statements. Also in connection with the acquisition of Tosco and the merger, the company recorded a material amount of goodwill. Under the accounting rules for goodwill, this intangible asset is not amortized. Instead, goodwill is subject to annual reviews for impairment based on a two-step accounting test. The first step is to compare the estimated fair value of any reporting units within the company that have recorded goodwill with the recorded net book value (including the goodwill) of the reporting unit. If the estimated fair value of the reporting unit is higher than the recorded net book value, no impairment is deemed to exist and no further testing is required that year. If, however, the estimated fair value of the reporting unit is below the recorded net book value, then a second step must be performed to determine the amount of the goodwill impairment to record, if any. In this second step, the estimated fair value from the first step is used as the purchase price in a hypothetical new acquisition of the reporting unit. The various purchase business combination rules are followed to determine a hypothetical purchase price allocation for the reporting unit's assets and liabilities. The residual amount of goodwill that results from this hypothetical purchase price allocation is compared with the recorded amount of goodwill for the reporting unit, and the recorded amount is written down to the hypothetical amount if lower. Because quoted market prices for the company's reporting units are not available, management has to apply judgment in determining the estimated fair value of its reporting units for purposes of performing the first step of this periodic goodwill impairment test. Management uses all available information to make these fair value determinations and may engage an outside appraisal firm for assistance. In addition, if the first test step is not met, further judgment has to be applied in determining the fair values of individual assets and liabilities for purposes of the hypothetical purchase price allocation. Again, management has to use all available information to make these fair value determinations and may engage an outside appraisal firm for assistance. At year-end 2002, the estimated fair values of the company's domestic refining and marketing reporting units, excluding those acquired in the merger and those included in discontinued operations, were more than 10 percent higher than the recorded net book values (including the Tosco goodwill) of the reporting units. However, a lower fair value estimate in the future could result in impairment of the remaining $2.4 billion 73 of Tosco goodwill. The allocation of goodwill attributable to the ConocoPhillips merger to reporting units, and its sensitivity to future impairment, will occur after the final allocation of the purchase price in 2003. INVENTORY VALUATION Prior to the acquisition of Tosco in September 2001 and the merger in August 2002, the company's inventories on the last-in, first-out (LIFO) cost basis were predominantly reflected on the balance sheet at historical cost layers established many years ago, when price levels were much lower. Therefore, prior to 2001, the company's LIFO inventories were relatively insensitive to current price level changes. However, the acquisition of Tosco and the merger added LIFO cost layers that were recorded at replacement cost levels prevalent in late September 2001 and August 2002, respectively. As a result, the company's LIFO cost inventories are now much more sensitive to lower-of-cost-or-market impairment write-downs, whenever price levels fall. ConocoPhillips recorded a LIFO inventory lower-of-cost-or-market impairment in the fourth quarter of 2001 due to a crude oil price deterioration. While crude oil is not the only product in the company's LIFO pools, its market value is a major factor in lower-of-cost-or-market calculations. The company estimates that additional impairments could occur if a 60 percent/40 percent blended average of West Texas Intermediate/Brent crude oil prices falls below $21.75 per barrel at a reporting date. The determination of replacement cost values for the lower-of-cost-or-market test uses objective evidence, but does involve judgment in determining the most appropriate objective evidence to use in the calculations. PROJECTED BENEFIT OBLIGATIONS Determination of the projected benefit obligations for the company's defined benefit pension and postretirement plans are important to the recorded amounts for such obligations on the balance sheet and to the amount of benefit expense in the income statement. This also impacts the required company contributions into the plans. The actuarial determination of projected benefit obligations and company contribution requirements involves judgment about uncertain future events, including estimated retirement dates, salary levels at retirement, mortality rates, lump-sum election rates, rates of return on plan assets, future health care cost-trend rates, and rates of utilization of health care services by retirees. Due to the specialized nature of these calculations, the company engages outside actuarial firms to assist in the determination of these projected benefit obligations. For Employee Retirement Income Security Act- qualified pension plans, the actuary exercises fiduciary care on behalf of plan participants in the determination of the judgmental assumptions used in determining required company contributions into plan assets. Due to differing objectives and requirements between financial accounting rules and the pension plan funding regulations promulgated by governmental agencies, the actuarial methods and assumptions for the two purposes differ in certain important respects. Ultimately, the company will be required to fund all promised benefits under pension and postretirement benefit plans not funded by plan assets or investment returns, but the judgmental assumptions used in the actuarial calculations significantly affect periodic financial statements and funding patterns over time. Benefit expense is particularly sensitive to the discount rate and return on plan assets assumptions. A 1 percent decrease in the discount rate would increase annual benefit expense by $79 million, while a 1 percent decrease in the return on plan assets assumption would increase annual benefit expense by $21 million. OUTLOOK As a condition to the merger, the U.S. Federal Trade Commission (FTC) required that both Conoco and Phillips divest certain assets. In the fourth quarter of 2002, the propane terminal assets at Jefferson City, Missouri, and East St. Louis, Illinois, were sold and ConocoPhillips agreed to sell its Woods Cross business unit in Salt Lake City, Utah, plus associated assets. See Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for a list of the remaining assets held for sale. 74 In December 2002, ConocoPhillips committed to and initiated a plan to sell a substantial portion of its company-owned retail sites. In connection with the anticipated sale, the company, in the fourth quarter, recorded charges totaling $1,412 million before-tax, $1,008 million after-tax, primarily related to the impairment of properties, plants and equipment; goodwill; intangible assets and provision for losses and penalties to unwind various lease arrangements. The company expects to complete the sale of the sites in 2003. In December of 2002, political unrest in Venezuela caused economic and other disruptions which shut down most oil production in Venezuela, including the company's Petrozuata, Hamaca and Gulf of Paria operations. At ConocoPhillips' Petrozuata joint venture, operations were closed down on December 15, 2002, due to shortages of hydrogen and natural gas (required for processing and fuel). Prior to the disruptions, Petrozuata was producing and processing approximately 120,000 gross (60,000 net) barrels of extra-heavy crude oil per day. Similarly, the disruptions have impacted development production and construction progress at the Hamaca joint-venture project. Construction of the Hamaca upgrader continues, although at a reduced rate. Difficulty in obtaining supplies has been the primary impediment. Production was shut in on December 6, 2002. Prior to the disruptions, Hamaca was producing approximately 55,000 gross (18,000 net) barrels of extra-heavy crude per day. In addition, the crude oil produced by Petrozuata is used as feedstock for ConocoPhillips' Lake Charles, Louisiana, refinery and a Venezuelan refinery operated by PDVSA. In December 2002, ConocoPhillips substituted about 1.2 million crude barrels for its Lake Charles refinery. At the company's Sweeny refinery, crude throughputs were reduced slightly due to short supply of Merey Venezuelan crude oil. Overall, there was minimum impact to net income; however, it could reduce net income $30 million to $50 million per month in 2003 as long as production at Petrozuata and Hamaca is shut in. Limited production began from Hamaca and Petrozuata in February 2003. On March 12, 2002, ConocoPhillips announced that it had signed a Heads of Agreement (LNG HOA) with The Tokyo Electric Power Company, Incorporated (TEPCO) and Tokyo Gas Co., Ltd. (Tokyo Gas) that would enable Phase II, which involves the export and sale of natural gas, of the Bayu-Undan field development to proceed upon resolution of certain legal, regulatory and fiscal issues. The Timor Sea Treaty (Treaty) was ratified by Timor-Leste (formerly East Timor) in December 2002 and by Australia in March 2003 and is subject to certain procedural events before it is fully effective. The Treaty will allow the issuance of new production sharing contracts to the existing contractors in the Bayu-Undan unit, which when combined with the expected approval of the Development Plan and the expected enactment of certain Timor-Leste legislation will provide the legal, regulatory and fiscal basis necessary to proceed with the gas project. Under the terms of the LNG HOA with TEPCO and Tokyo Gas, TEPCO and Tokyo Gas will purchase 3 million tons per year of liquefied natural gas (LNG) for a period of 17 years, utilizing natural gas from the Bayu-Undan field. Shipments would begin in 2006, from an LNG facility near Darwin, Australia, utilizing ConocoPhillips' Optimized Cascade liquefied natural gas process. In 2003, ConocoPhillips expects worldwide production of approximately 1.55 million barrels of oil equivalent per day from currently proved reserves. Improvements for the year are expected to come from the United Kingdom, Norway and China. These improvements will be offset by decreases in the U.S. Lower 48 and Canada as a result of the disposition of assets, as well as the impact of the disruptions in Venezuela. In R&M, crude oil throughputs in 2003 are expected to average approximately 2.5 million barrels per day. Crude oil and natural gas prices are subject to external factors over which the company has no control, such as global economic conditions, political events, demand growth, inventory levels, weather, competing fuels prices and availability of supply. Crude oil prices increased significantly during 2002 due to production restraint by major exporting countries serving to rebalance inventories, supply concerns resulting from Middle East tensions, tropical storms in the U.S. Gulf of Mexico temporarily shutting in oil 75 production and shipping, and the disruptions in Venezuela. Global oil demand is starting to recover on a year-over-year basis, compared with the declines that resulted from the U.S. recession and the events of September 11, 2001. However, the pace of improvement will depend on a continuation of the economic recovery in the United States and globally. Conflicts in oil-producing countries and uncertainties surrounding the global economic recovery could keep prices volatile in 2003. U.S. natural gas prices strengthened considerably at the end of the third quarter and remained strong in the fourth quarter stemming from growing natural gas supply concerns, rising oil prices and an increased demand due to the weather. Supply concerns arose from the decline in domestic gas production and Canadian imports versus 2001, and tropical storms temporarily shutting in production in the Gulf of Mexico. Refining margins are subject to movements in the price of crude oil and other feedstocks, and the prices of petroleum products, which are subject to market factors over which the company has no control, such as the U.S. and global economies; government regulations; seasonal factors that affect demand, such as the summer driving months; and the levels of refining output and product inventories. Global refining margins remained depressed during much of 2002 due to weak oil demand, relatively high levels of gasoline and distillate inventories and strengthening crude prices, which increased feedstock costs. As a result of tropical storms in the Gulf of Mexico, industry refining crude oil runs were temporarily reduced, which caused product inventory draws in the United States and improved refining margins modestly. Refining and marketing margins can be expected to improve when the U.S. and global economies recover. CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the words "expects," "anticipates," "intends," "plans," "projects," "believes," "estimates" and similar expressions. ConocoPhillips has based the forward-looking statements relating to its operations on its current expectations, estimates and projections about ConocoPhillips and the industries in which it operates in general. ConocoPhillips cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that the company cannot predict. In addition, ConocoPhillips has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, ConocoPhillips' actual outcomes and results may differ materially from what the company has expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following: o fluctuations in crude oil, natural gas and natural gas liquids prices, refining and marketing margins and margins for ConocoPhillips' chemicals business; o changes in the business, operations, results and prospects of ConocoPhillips; o the operation and financing of ConocoPhillips' midstream and chemicals joint ventures; o potential failure to realize fully or within the expected time frame the expected cost savings and synergies from the combination of Conoco and Phillips; o costs or difficulties related to the integration of the businesses of Conoco and Phillips, as well as the continued integration of businesses recently acquired by each of them; 76 o potential failure or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting oil and gas reserves and oil and gas reservoir performance; o unsuccessful exploratory drilling activities; o failure of new products and services to achieve market acceptance; o unexpected cost increases or technical difficulties in constructing or modifying facilities for exploration and production projects, manufacturing or refining; o unexpected difficulties in manufacturing or refining ConocoPhillips' refined products, including synthetic crude oil, and chemicals products; o lack of, or disruptions in, adequate and reliable transportation for ConocoPhillips' crude oil, natural gas and refined products; o inability to timely obtain or maintain permits, comply with government regulations or make capital expenditures required to maintain compliance; o potential disruption or interruption of ConocoPhillips' facilities due to accidents, political events or terrorism; o international monetary conditions and exchange controls; o liability for remedial actions, including removal and reclamation obligations, under environmental regulations; o liability resulting from litigation; o general domestic and international economic and political conditions, including armed hostilities and governmental disputes over territorial boundaries; o changes in tax and other laws or regulations applicable to ConocoPhillips' business; and o inability to obtain economical financing for exploration and development projects, construction or modification of facilities and general corporate purposes. 77 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL INSTRUMENT MARKET RISK ConocoPhillips and certain of its subsidiaries hold and issue derivative contracts and financial instruments that expose cash flows or earnings to changes in commodity prices, foreign exchange rates or interest rates. The company may use financial and commodity-based derivative contracts to manage the risks produced by changes in the prices of electric power, natural gas, and crude oil and related products, fluctuations in interest rates and foreign currency exchange rates, or to exploit market opportunities. With the completion of the merger on August 30, 2002, the derivatives policy adopted during the third quarter of 2001 is no longer in effect; however, the ConocoPhillips Board of Directors has approved an "Authority Limitations" document that prohibits the use of highly leveraged derivatives or derivative instruments without sufficient liquidity for comparable valuations without approval from the Chief Executive Officer. The Authority Limitations document also authorizes the Chief Executive Officer to establish the maximum Value at Risk (VaR) limits for the company. Compliance with these limits is monitored daily. The function of the Risk Management Steering Committee, monitoring the use and effectiveness of derivatives, was assumed by the Chief Financial Officer for risks resulting from foreign currency exchange rates and interest rates, and by the Executive Vice President of Commercial, a new position that reports to the Chief Executive Officer, for commodity price risk. ConocoPhillips' Commercial Group manages commercial marketing, optimizes the commodity flows and positions of the company, monitors related risks of the company's upstream and downstream businesses, and selectively takes price risk to add value. Commodity Price Risk ConocoPhillips operates in the worldwide crude oil, refined product, natural gas, natural gas liquids, and electric power markets and is exposed to fluctuations in the prices for these commodities. These fluctuations can affect the company's revenues as well as the cost of operating, investing, and financing activities. Generally, the company's policy is to remain exposed to market prices of commodities; however, executive management may elect to use derivative instruments to hedge the price risk of the company's equity crude oil and natural gas production, as well as refinery margins. The ConocoPhillips' Commercial Group uses futures, forwards, swaps, and options in various markets to optimize the value of the company's supply chain, which may move the company's risk profile away from market average prices to accomplish the following objectives: o Balance physical systems. In addition to cash settlement prior to contract expiration, exchange traded futures contracts may also be settled by physical delivery of the commodity, providing another source of supply to meet the company's refinery requirements or marketing demand; o Meet customer needs. Consistent with the company's policy to generally remain exposed to market prices, the company uses swap contracts to convert fixed-price sales contracts, which are often requested by natural gas and refined product consumers, to a floating market price; o Manage the risk to the company's cash flows from price exposures on specific crude oil, natural gas, refined product and electric power transactions; and 78 o Enable the company to use the market knowledge gained from these activities to do a limited amount of trading not directly related to the company's physical business. For the 12 months ended December 31, 2002 and 2001, the gains or losses from this activity were not material to the company's cash flows or income from continuing operations. ConocoPhillips uses a VaR model to estimate the loss in fair value that could potentially result on a single day from the effect of adverse changes in market conditions on the derivative financial instruments and derivative commodity instruments held or issued, including commodity purchase and sales contracts recorded on the balance sheet at December 31, 2002, as derivative instruments in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Using Monte Carlo simulation, a 95 percent confidence level and a one-day holding period, the VaR for those instruments issued or held for trading purposes at December 31, 2002 and 2001, was $0.7 million at each year-end. The VaR for instruments held for purposes other than trading at December 31, 2002 and 2001, was $2 million and $1.7 million, respectively. Interest Rate Risk The following tables provide information about the company's financial instruments that are sensitive to changes in interest rates. The debt tables present principal cash flows and related weighted-average interest rates by expected maturity dates; the derivative table shows the notional quantities on which the cash flows will be calculated by swap termination date. Weighted-average variable rates are based on implied forward rates in the yield curve at the reporting date. The carrying amount of the company's floating-rate debt approximates its fair value. The fair value of the fixed-rate financial instruments is estimated based on quoted market prices. 79
Millions of Dollars Except as Indicated ------------------------------------------------------------------------------------------------- Mandatorily Redeemable Other Minority Interests and Debt Preferred Securities ------------------------------------------------------------- -------------------------- Expected Fixed Average Floating Average Fixed Average Maturity Rate Interest Rate Interest Rate Interest Date Maturity Rate Maturity Rate Maturity Rate - --------------- -------- -------- -------- -------- -------- -------- YEAR-END 2002 2003 $ 762 7.99% $ 706 2.60% $ -- --% 2004 1,362 5.91 -- -- -- -- 2005 1,169 8.49 -- -- -- -- 2006 1,507 5.82 1,517 4.54 -- -- 2007 613 4.88 -- -- -- -- Remaining years 10,740 6.95 691 6.02 491 7.96 - ------------------------------------------------------------------------------------------------------------------------ Total $16,153 $ 2,914 $ 491 ======================================================================================================================== Fair value $17,930 $ 2,914 $ 516 ======================================================================================================================== Year-End 2001 2002 $ 43 9.31% $ -- --% $ -- --% 2003 255 7.60 -- -- -- -- 2004 6 7.02 -- -- -- -- 2005 1,155 8.49 -- -- -- -- 2006 246 7.61 1,081 7.06 -- -- Remaining years 5,134 7.99 625 6.86 650 8.11 - ------------------------------------------------------------------------------------------------------------------------ Total $ 6,839 $ 1,706 $ 650 ======================================================================================================================== Fair value $ 7,469 $ 1,706 $ 662 ========================================================================================================================
Interest Rate Derivatives at December 31, 2002 ---------------------------------------------------- Floating-to-Fixed ---------------------------------------------------- Expected Maturity Date Notional Average Pay Rate Average Receive Rate - ---------------------- -------- ---------------- -------------------- 2003 $ 500 3.41% 2.56% 2004 -- -- -- 2005 -- -- -- 2006 166 5.85 4.76 2007 -- -- -- Remaining years -- -- -- - ------------------------------------------------------------------------------------------------------------------------ Total $ 666 ======================================================================================================================== Fair value loss position $ 22 ========================================================================================================================
80 Foreign Currency Risk ConocoPhillips has foreign currency exchange rate risk resulting from operations in over 40 countries around the world. ConocoPhillips does not comprehensively hedge the exposure to currency rate changes, although the company may choose to selectively hedge exposures to foreign currency rate risk. Examples include firm commitments for capital projects, certain local currency tax payments and dividends, and cash returns from net investments in foreign affiliates to be remitted within the coming year. At December 31, 2002, ConocoPhillips had the following significant foreign currency derivative contracts: o approximately $194 million in foreign currency swaps hedging the company's European commercial paper program, with a fair value of $7.1 million; o approximately $536 million in foreign currency swaps hedging short-term intercompany loans between U.K. subsidiaries and a U.S. subsidiary, with a fair value of $9 million; and o approximately $24 million in foreign currency swaps hedging the company's firm purchase and sales commitments for gasoline in Germany, with a negative fair value of $4 million. Although these swaps hedge exposures to fluctuations in exchange rates, the company elected not to utilize hedge accounting as allowed by SFAS No. 133. As a result, the change in the fair value of these foreign currency swaps is recorded directly in earnings. Assuming an adverse hypothetical 10 percent change in the December 31, 2002, exchange rates, the potential foreign currency remeasurement loss in non-cash pretax earning from these swaps, intercompany loans, and commercial paper would be approximately $3 million. In addition to the intercompany loans discussed above, at December 31, 2002 and 2001, U.S. subsidiaries held long-term sterling-denominated intercompany receivables totaling $152 million and $191 million, respectively, due from a U.K. subsidiary. The U.K. subsidiary also held a dollar-denominated long-term receivable due from a U.S. subsidiary with no balance at December 31, 2002, and a $75 million balance at December 31, 2001. A Norwegian subsidiary held $198 million and $79 million of intercompany U.S. dollar-denominated receivables due from its U.S. parent at December 31, 2002 and 2001, respectively. Also at year-end 2001, a foreign subsidiary with the U.S. dollar as its functional currency owed a $9 million Norwegian kroner-denominated payable to a Norwegian subsidiary. The potential foreign currency remeasurement gains or losses in non-cash pretax earnings from a hypothetical 10 percent change in the year-end 2002 and 2001 exchange rates from these intercompany balances were $35 million and $21 million, respectively. For additional information about the company's use of derivative instruments, see Note 16--Derivative Instruments in the Notes to Consolidated Financial Statements. 81 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONOCOPHILLIPS INDEX TO FINANCIAL STATEMENTS
Page ---- Report of Management............................................................................. 83 Report of Independent Auditors................................................................... 84 Consolidated Statement of Operations for the years ended December 31, 2002, 2001 and 2000........ 85 Consolidated Balance Sheet at December 31, 2002 and 2001......................................... 86 Consolidated Statement of Cash Flows for the years ended December 31, 2002, 2001 and 2000........ 87 Consolidated Statement of Changes in Common Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000............................................................. 88 Notes to Consolidated Financial Statements....................................................... 89 Supplementary Information Oil and Gas Operations................................................................ 146 Selected Quarterly Financial Data..................................................... 164 Condensed Consolidating Financial Information......................................... 165 INDEX TO FINANCIAL STATEMENT SCHEDULES Schedule II--Valuation and Qualifying Accounts................................................... 177
All other schedules are omitted because they are either not required, not significant, not applicable or the information is shown in another schedule, the financial statements or in the notes to consolidated financial statements. 82 - -------------------------------------------------------------------------------- REPORT OF MANAGEMENT Management prepared, and is responsible for, the consolidated financial statements and the other information appearing in this annual report. The consolidated financial statements present fairly the company's financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. In preparing its consolidated financial statements, the company includes amounts that are based on estimates and judgments that management believes are reasonable under the circumstances. The company maintains internal controls designed to provide reasonable assurance that the company's assets are protected from unauthorized use and that all transactions are executed in accordance with established authorizations and recorded properly. The internal controls are supported by written policies and guidelines and are complemented by a staff of internal auditors. Management believes that the internal controls in place at December 31, 2002, provide reasonable assurance that the books and records reflect the transactions of the company and there has been compliance with its policies and procedures. The company's financial statements have been audited by Ernst & Young LLP, independent auditors selected by the Audit and Compliance Committee of the Board of Directors. Management has made available to Ernst & Young LLP all of the company's financial records and related data, as well as the minutes of stockholders' and directors' meetings. /s/ Archie W. Dunham /s/ J. J. Mulva /s/ John A. Carrig ARCHIE W. DUNHAM J. J. MULVA JOHN A. CARRIG Chairman of the Board President and Executive Vice President, Finance, Chief Executive Officer and Chief Financial Officer
March 24, 2003 83 - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders ConocoPhillips We have audited the accompanying consolidated balance sheets of ConocoPhillips as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in common stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the condensed consolidating financial information and financial statement schedule listed in the Index in Item 8. These financial statements, condensed consolidating financial information and schedule are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements, condensed consolidating financial information and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ConocoPhillips at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related condensed consolidating financial information and financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 2 to the consolidated financial statements, in 2001 ConocoPhillips changed its method of accounting for the costs of major maintenance turnarounds. /s/ Ernst & Young LLP ERNST & YOUNG LLP Houston, Texas March 24, 2003 84
- ------------------------------------------------------------------------------------------------------------------------ CONSOLIDATED STATEMENT OF OPERATIONS CONOCOPHILLIPS Years Ended December 31 Millions of Dollars ----------------------------------------- 2002 2001** 2000** ----------------------------------------- REVENUES Sales and other operating revenues* $ 56,748 24,892 22,155 Equity in earnings of affiliates 261 41 114 Other income 215 111 270 - ------------------------------------------------------------------------------------------------------------------------ Total Revenues 57,224 25,044 22,539 - ------------------------------------------------------------------------------------------------------------------------ COSTS AND EXPENSES Purchased crude oil and products 37,823 13,708 11,794 Production and operating expenses 4,988 2,643 2,136 Selling, general and administrative expenses 1,660 613 571 Exploration expenses 592 306 298 Depreciation, depletion and amortization 2,223 1,344 1,169 Impairments 177 26 100 Taxes other than income taxes* 6,937 2,740 2,242 Accretion on discounted liabilities 22 7 -- Interest and debt expense 566 338 369 Foreign currency transaction losses 24 11 58 Preferred dividend requirements of capital trusts and minority interests 48 53 54 - ------------------------------------------------------------------------------------------------------------------------ Total Costs and Expenses 55,060 21,789 18,791 - ------------------------------------------------------------------------------------------------------------------------ Income from continuing operations before income taxes 2,164 3,255 3,748 Provision for income taxes 1,450 1,644 1,900 - ------------------------------------------------------------------------------------------------------------------------ INCOME FROM CONTINUING OPERATIONS 714 1,611 1,848 Income (loss) from discontinued operations (net of income taxes (benefit) of $(394), $15 and $7 for 2002, 2001 and 2000, respectively) (993) 32 14 - ------------------------------------------------------------------------------------------------------------------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (279) 1,643 1,862 Extraordinary items (16) (10) -- Cumulative effect of change in accounting principle -- 28 -- - ------------------------------------------------------------------------------------------------------------------------ NET INCOME (LOSS) $ (295) 1,661 1,862 ======================================================================================================================== NET INCOME (LOSS) PER SHARE OF COMMON STOCK Basic Continuing operations $ 1.48 5.50 7.26 Discontinued operations (2.06) .11 .06 - ------------------------------------------------------------------------------------------------------------------------ Before extraordinary items and cumulative effect of change in accounting principle (.58) 5.61 7.32 Extraordinary items (.03) (.04) -- Cumulative effect of change in accounting principle -- .10 -- - ------------------------------------------------------------------------------------------------------------------------ Net Income (Loss) $ (.61) 5.67 7.32 ======================================================================================================================== Diluted Continuing operations $ 1.47 5.46 7.21 Discontinued operations (2.05) .11 .05 - ------------------------------------------------------------------------------------------------------------------------ Before extraordinary items and cumulative effect of change in accounting principle (.58) 5.57 7.26 Extraordinary items (.03) (.03) -- Cumulative effect of change in accounting principle -- .09 -- - ------------------------------------------------------------------------------------------------------------------------ Net Income (Loss) $ (.61) 5.63 7.26 ======================================================================================================================== AVERAGE COMMON SHARES OUTSTANDING (in thousands) Basic 482,082 292,964 254,490 Diluted 485,505 295,016 256,326 - ------------------------------------------------------------------------------------------------------------------------ *Includes excise taxes on petroleum products sales: $ 6,236 2,178 1,781 **Restated for discontinued operations.
See Notes to Consolidated Financial Statements. 85
- ------------------------------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEET CONOCOPHILLIPS At December 31 Millions of Dollars ----------------------- 2002 2001* ----------------------- ASSETS Cash and cash equivalents $ 307 142 Accounts and notes receivable (net of allowance of $48 million in 2002 and $33 million in 2001) 2,904 1,124 Accounts and notes receivable--related parties 1,476 105 Inventories 3,845 2,452 Prepaid expenses and other current assets 766 293 Assets of discontinued operations held for sale 1,605 2,382 - ------------------------------------------------------------------------------------------------------- Total Current Assets 10,903 6,498 Investments and long-term receivables 6,821 3,309 Net properties, plants and equipment 43,030 22,133 Goodwill 14,444 2,281 Intangibles 1,119 861 Other assets 519 135 - ------------------------------------------------------------------------------------------------------- Total $ 76,836 35,217 ======================================================================================================= LIABILITIES Accounts payable $ 5,949 2,531 Accounts payable--related parties 303 91 Notes payable and long-term debt due within one year 849 44 Accrued income and other taxes 1,991 897 Other accruals 3,075 720 Liabilities of discontinued operations held for sale 649 538 - ------------------------------------------------------------------------------------------------------- Total Current Liabilities 12,816 4,821 Long-term debt 18,917 8,610 Accrued dismantlement, removal and environmental costs 1,666 1,059 Deferred income taxes 8,361 4,015 Employee benefit obligations 2,755 948 Other liabilities and deferred credits 1,803 769 - ------------------------------------------------------------------------------------------------------- Total Liabilities 46,318 20,222 - ------------------------------------------------------------------------------------------------------- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF PHILLIPS 66 CAPITAL TRUSTS I AND II 350 650 - ------------------------------------------------------------------------------------------------------- OTHER MINORITY INTERESTS 651 5 - ------------------------------------------------------------------------------------------------------- COMMON STOCKHOLDERS' EQUITY Common stock (2002--2,500,000,000 shares authorized at $.01 par value; 2001--1,000,000,000 shares authorized at $1.25 par value) Issued (2002--704,354,839 shares; 2001--430,439,743 shares) Par value 7 538 Capital in excess of par 25,178 9,069 Treasury stock (at cost: 2001--20,725,114 shares) -- (1,038) Compensation and Benefits Trust (CBT) (at cost: 2002--26,785,094 shares; 2001--27,556,573 shares) (907) (934) Accumulated other comprehensive loss (164) (255) Unearned employee compensation--Long-Term Stock Savings Plan (LTSSP) (218) (237) Retained earnings 5,621 7,197 - ------------------------------------------------------------------------------------------------------- Total Common Stockholders' Equity 29,517 14,340 - ------------------------------------------------------------------------------------------------------- Total $ 76,836 35,217 =======================================================================================================
*Restated for discontinued operations. See Notes to Consolidated Financial Statements. 86
- --------------------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS CONOCOPHILLIPS Years Ended December 31 Millions of Dollars ---------------------------------- 2002 2001* 2000* ---------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Income from continuing operations $ 714 1,611 1,848 Adjustments to reconcile income from continuing operations to net cash provided by continuing operations Non-working capital adjustments Depreciation, depletion and amortization 2,223 1,344 1,169 Impairments 177 26 100 Dry hole costs and leasehold impairment 307 99 130 Accretion on discounted liabilities 22 7 -- Acquired in-process research and development 246 -- -- Deferred taxes 142 513 412 Other (46) 131 (210) Working capital adjustments** Increase (decrease) in aggregate balance of accounts receivable sold (22) (174) 317 Decrease (increase) in other accounts and notes receivable (401) 1,357 (710) Decrease (increase) in inventories 200 (289) (12) Decrease (increase) in prepaid expenses and other current assets (37) 50 84 Increase (decrease) in accounts payable 788 (1,004) 417 Increase (decrease) in taxes and other accruals 454 (142) 439 - --------------------------------------------------------------------------------------------------------------------- Net cash provided by continuing operations 4,767 3,529 3,984 Net cash provided by discontinued operations 202 33 30 - --------------------------------------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 4,969 3,562 4,014 - --------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired 1,180 80 (6,443) Capital expenditures and investments, including dry hole costs (4,388) (3,016) (2,017) Proceeds from contributing assets to joint ventures -- -- 2,061 Proceeds from asset dispositions 815 262 850 Long-term advances to affiliates and other investments (92) (28) (208) - --------------------------------------------------------------------------------------------------------------------- Net cash used in continuing operations (2,485) (2,702) (5,757) Net cash used in discontinued operations (99) (68) (5) - --------------------------------------------------------------------------------------------------------------------- Net Cash Used in Investing Activities (2,584) (2,770) (5,762) - --------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of debt 3,502 566 2,552 Repayment of debt (4,592) (945) (360) Redemption of preferred stock of subsidiary (300) -- -- Issuance of company common stock 44 51 31 Dividends paid on common stock (684) (403) (346) Other (190) (68) (118) - --------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) continuing operations (2,220) (799) 1,759 - --------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Financing Activities (2,220) (799) 1,759 - --------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS 165 (7) 11 Cash and cash equivalents at beginning of year 142 149 138 - --------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ 307 142 149 =====================================================================================================================
*Restated for discontinued operations. **Net of acquisition and disposition of businesses. See Notes to Consolidated Financial Statements. 87
- -------------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF CHANGES CONOCOPHILLIPS IN COMMON STOCKHOLDERS' EQUITY Shares of Common Stock -------------------------------------------- Held in Issued Treasury Held in CBT -------------------------------------------- December 31, 1999 306,380,511 24,409,545 28,358,258 Net income Other comprehensive income Foreign currency translation Unrealized loss on securities Equity affiliates: Foreign currency translation Comprehensive income Cash dividends paid on common stock Distributed under incentive compensation and other benefit plans (1,267,540) (508,828) Recognition of LTSSP unearned compensation Tax benefit of dividends on unallocated LTSSP shares - ---------------------------------------------------------------------------------------- December 31, 2000 306,380,511 23,142,005 27,849,430 Net income Other comprehensive income Minimum pension liability adjustment Foreign currency translation Unrealized loss on securities Hedging activities Equity affiliates: Foreign currency translation Derivatives related Comprehensive income Cash dividends paid on common stock Tosco acquisition 124,059,232 Distributed under incentive compensation and other benefit plans (2,416,891) (292,857) Recognition of LTSSP unearned compensation Tax benefit of dividends on unallocated LTSSP shares - ---------------------------------------------------------------------------------------- December 31, 2001 430,439,743 20,725,114 27,556,573 Net loss Other comprehensive income Minimum pension liability adjustment Foreign currency translation Unrealized loss on securities Hedging activities Equity affiliates: Foreign currency translation Derivatives related Comprehensive loss Cash dividends paid on common stock ConocoPhillips merger 273,471,505 (19,852,674) Distributed under incentive compensation and other benefit plans 443,591 (872,440) (771,479) Recognition of LTSSP unearned compensation Tax benefit of dividends on unallocated LTSSP shares - ---------------------------------------------------------------------------------------- DECEMBER 31, 2002 704,354,839 -- 26,785,094 ======================================================================================== Millions of Dollars ------------------------------------------------------------------------------------------- Common Stock Accumulated Unearned --------------------------------------- Other Employee Par Capital in Treasury Comprehensive Compensation Retained Value Excess of Par Stock CBT Loss --LTSSP Earnings Total ------------------------------------------------------------------------------------------- December 31, 1999 $ 383 2,098 (1,217) (961) (31) (286) 4,563 4,549 ------- Net income 1,862 1,862 Other comprehensive income Foreign currency translation (53) (53) Unrealized loss on securities (1) (1) Equity affiliates: Foreign currency translation (15) (15) ------- Comprehensive income 1,793 ------- Cash dividends paid on common stock (346) (346) Distributed under incentive compensation and other benefit plans 55 61 18 (65) 69 Recognition of LTSSP unearned compensation 23 23 Tax benefit of dividends on unallocated LTSSP shares 5 5 - --------------------------------------------------------------------------------------------------------------------------------- December 31, 2000 383 2,153 (1,156) (943) (100) (263) 6,019 6,093 ------- Net income 1,661 1,661 Other comprehensive income Minimum pension liability adjustment (143) (143) Foreign currency translation (14) (14) Unrealized loss on securities (2) (2) Hedging activities (4) (4) Equity affiliates: Foreign currency translation (3) (3) Derivatives related 11 11 ------- Comprehensive income 1,506 ------- Cash dividends paid on common stock (403) (403) Tosco acquisition 155 6,883 7,038 Distributed under incentive compensation and other benefit plans 33 118 9 (84) 76 Recognition of LTSSP unearned compensation 26 26 Tax benefit of dividends on unallocated LTSSP shares 4 4 - --------------------------------------------------------------------------------------------------------------------------------- December 31, 2001 538 9,069 (1,038) (934) (255) (237) 7,197 14,340 ------- Net loss (295) (295) Other comprehensive income Minimum pension liability adjustment (93) (93) Foreign currency translation 182 182 Unrealized loss on securities (3) (3) Hedging activities (1) (1) Equity affiliates: Foreign currency translation 40 40 Derivatives related (34) (34) ------- Comprehensive loss (204) ------- Cash dividends paid on common stock (684) (684) ConocoPhillips merger (531) 16,056 999 (562) 15,962 Distributed under incentive compensation and other benefit plans 53 39 27 (39) 80 Recognition of LTSSP unearned compensation 19 19 Tax benefit of dividends on unallocated LTSSP shares 4 4 - --------------------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 2002 $ 7 25,178 -- (907) (164) (218) 5,621 29,517 =================================================================================================================================
See Notes to Consolidated Financial Statements. 88 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONOCOPHILLIPS NOTE 1--ACCOUNTING POLICIES o CONSOLIDATION PRINCIPLES AND INVESTMENTS--Majority-owned, controlled subsidiaries are consolidated. The equity method is used to account for investments in affiliates in which the company exerts significant influence, generally having a 20 to 50 percent ownership interest. The company also uses the equity method for its 50.1 percent and 57.1 percent non-controlling interests in Petrozuata C.A. and Hamaca Holding LLC, respectively, located in Venezuela because the minority shareholders have substantive participating rights, under which all substantive operating decisions (e.g., annual budgets, major financings, selection of senior operating management, etc.) require joint approvals. Undivided interests in oil and gas joint ventures, pipelines, natural gas plants, certain transportation assets and Canadian Syncrude mining operations are consolidated on a proportionate basis. Other securities and investments, excluding marketable securities, are generally carried at cost. o REVENUE RECOGNITION--Revenues associated with sales of crude oil, natural gas, natural gas liquids, petroleum and chemical products, and all other items are recorded when title passes to the customer. Revenues include the sales portion of contracts involving purchases and sales necessary to reposition supply to address location or quality or grade requirements (e.g., when the company repositions crude by entering into a contract with a counterparty to sell crude in one location and purchase it in a different location) and sales related to purchase for resale activity. Revenues from the production of natural gas properties in which the company has an interest with other producers are recognized based on the actual volumes sold by the company during the period. Any differences between volumes sold and entitlement volumes, based on the company's net working interest, which are deemed non-recoverable through remaining production, are recognized as accounts receivable or accounts payable, as appropriate. Cumulative differences between volumes sold and entitlement volumes are not significant. Revenues associated with royalty fees from licensed technology are recorded based either upon volumes produced by the licensee or upon the successful completion of all substantive performance requirements related to the installation of licensed technology. o RECLASSIFICATION--Certain amounts in the 2001 and 2000 financial statements have been reclassified to conform with the 2002 presentation. o USE OF ESTIMATES--The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. o CASH EQUIVALENTS--Cash equivalents are highly liquid short-term investments that are readily convertible to known amounts of cash and have original maturities within three months from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value. o INVENTORIES--The company has several valuation methods for its various types of inventories and consistently uses the following methods for each type of inventory. Crude oil, petroleum products, and Canadian Syncrude inventories are valued at the lower of cost or market in the aggregate, primarily on the last-in, first-out (LIFO) basis. Any necessary lower-of-cost-or-market write-downs are recorded as permanent adjustments to the LIFO cost basis. LIFO is used to better match current inventory costs with current revenues and to meet tax-conformity requirements. Materials, supplies and other miscellaneous inventories are valued using the weighted-average-cost method, consistent 89 with general industry practice. Merchandise inventories at the company's retail marketing outlets are valued using the first-in, first-out (FIFO) retail method, consistent with general industry practice. o DERIVATIVE INSTRUMENTS--All derivative instruments are recorded on the balance sheet at fair value in either accounts and notes receivable, other assets, accounts payable, or other liabilities and deferred credits. Recognition of the gain or loss that results from recording and adjusting a derivative to fair value depends on the purpose for issuing or holding the derivative. Gains and losses from derivatives that are not used as hedges are recognized immediately in earnings. For derivative instruments that are designated and qualify as a fair value hedge, the gains or losses from adjusting the derivative to its fair value will be immediately recognized in earnings and, to the extent the hedge is effective, offset the concurrent recognition of changes in the fair value of the hedged item. Gains or losses from derivative instruments that are designated and qualify as a cash flow hedge will be recorded on the balance sheet in accumulated other comprehensive income/(loss) until the hedged transaction is recognized in earnings; however, to the extent the change in the value of the derivative exceeds the change in the anticipated cash flows of the hedged transaction, the excess gains or losses will be recognized immediately in earnings. In the consolidated statement of operations, gains and losses from derivatives that are not directly related to the company's movement of its products are recorded in other income. Gains and losses from derivatives used for other purposes are recorded in either sales and other operating revenues, other income, or purchased crude oil and products, depending on the purpose for issuing or holding the derivative. o OIL AND GAS EXPLORATION AND DEVELOPMENT--Oil and gas exploration and development costs are accounted for using the successful efforts method of accounting. PROPERTY ACQUISITION COSTS--Oil and gas leasehold acquisition costs are capitalized. Leasehold impairment is recognized based on exploratory experience and management's judgment. Upon discovery of commercial reserves, leasehold costs are transferred to proved properties. EXPLORATORY COSTS--Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred. Exploratory well costs are capitalized pending further evaluation of whether economically recoverable reserves have been found. If economically recoverable reserves are not found, exploratory well costs are expensed as dry holes. All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves that are in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized as long as the additional exploratory work is under way or firmly planned. DEVELOPMENT COSTS--Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized. DEPLETION AND AMORTIZATION--Leasehold costs of producing properties are depleted using the unit-of-production method based on estimated proved oil and gas reserves. Amortization of intangible development costs is based on the unit-of-production method using estimated proved developed oil and gas reserves. 90 o SYNCRUDE MINING OPERATIONS--Capitalized costs, including support facilities, include the cost of the acquisition and other capital costs incurred. Capital costs are depreciated using the unit-of-production method based on the applicable portion of proven reserves associated with each mine location and its facilities. o INTANGIBLE ASSETS OTHER THAN GOODWILL--Intangible assets that have finite useful lives are amortized by the straight-line method over their useful lives. Intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment. The company evaluates the remaining useful lives of intangible assets not being amortized each reporting period to determine whether events and circumstances continue to support indefinite useful lives. Intangible assets are considered impaired if the fair value of the intangible asset is lower than cost. The fair value of intangible assets is determined based on quoted market prices in active markets, if available. If quoted market prices are not available, fair value of intangible assets is determined based upon the present values of expected future cash flows using discount rates commensurate with the risks involved in the asset, or upon estimated replacement cost, if expected future cash flows from the intangible asset are not determinable. o GOODWILL--Goodwill is not amortized but is tested at least annually for impairment. If the fair value of a reporting unit is less than the recorded book value of the reporting unit's assets (including goodwill), less liabilities, then a hypothetical purchase price allocation is performed on the reporting unit's assets and liabilities using the fair value of the reporting unit as the purchase price in the calculation. If the amount of goodwill resulting from this hypothetical purchase price allocation is less than the recorded amount of goodwill, the recorded goodwill is written down to the new amount. Reporting units for purposes of goodwill impairment calculations are one level below or at the company's operating segment level. Because quoted market prices are not available for the company's reporting units, the fair value of the reporting units is determined based upon consideration of several factors, including observed market multiples of operating cash flows and net income, the depreciated replacement cost of tangible equipment, and/or the present values of expected future cash flows using discount rates commensurate with the risks involved in the assets. o DEPRECIATION AND AMORTIZATION--Depreciation and amortization of properties, plants and equipment on producing oil and gas properties, certain pipeline assets (those which are expected to have a declining utilization pattern), and on Syncrude mining operations are determined by the unit-of-production method. Depreciation and amortization of all other properties, plants and equipment are determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units). o IMPAIRMENT OF PROPERTIES, PLANTS AND EQUIPMENT--Properties, plants and equipment used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value through additional amortization or depreciation provisions in the periods in which the determination of impairment is made. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets--generally on a field-by-field basis for exploration and production assets, at an entire complex level for downstream assets or at a site level for retail stores. The fair value of impaired assets is determined based on quoted market prices in active markets, if available, or upon the present values of expected future cash flows using discount rates commensurate with the risks involved in the asset group. Long-lived assets committed by management for disposal within one year are accounted for at the lower of amortized cost or fair value, less cost to sell. 91 The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future production volumes, prices and costs, considering all available evidence at the date of review. If the future production price risk has been hedged, the hedged price is used in the calculations for the period and quantities hedged. The impairment review includes cash flows from proved developed and undeveloped reserves, including any development expenditures necessary to achieve that production. The price and cost outlook assumptions used in impairment reviews differ from the assumptions used in the Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities. In that disclosure, Statement of Financial Accounting Standards (SFAS) No. 69, "Disclosures about Oil and Gas Producing Activities," requires the use of prices and costs at the balance sheet date, with no projection of future changes in those assumptions. o MAINTENANCE AND REPAIRS--The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Effective January 1, 2001, turnaround costs of major producing units are expensed as incurred. Prior to 2001, the estimated turnaround costs of major producing units were accrued in other liabilities over the estimated interval between turnarounds. See Note 2--Extraordinary Items and Accounting Change for further discussion of this change in accounting method. o SHIPPING AND HANDLING COSTS--The company's Exploration and Production segment includes shipping and handling costs in production and operating expenses, while the Refining and Marketing segment records shipping and handling costs in purchased crude oil and products. o ADVERTISING COSTS--Production costs of media advertising are deferred until the first public showing of the advertisement. Advances to secure advertising slots at specific sports, racing or other events are deferred until the event occurs. All other advertising costs are expensed as incurred, unless the cost has benefits which clearly extend beyond the interim period in which the expenditure is made, in which case the advertising cost is deferred and amortized ratably over the interim periods which clearly benefit from the expenditure. By the end of the fiscal year, all such interim deferred advertising costs are fully amortized to expense. o PROPERTY DISPOSITIONS--When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated, with any gain or loss reflected in income. When less than complete units of depreciable property are disposed of or retired, the difference between asset cost and salvage value is charged or credited to accumulated depreciation. o DISMANTLEMENT, REMOVAL AND ENVIRONMENTAL COSTS--Through December 31, 2002, the estimated undiscounted costs, net of salvage values, of dismantling and removing major oil and gas production and transportation facilities, including necessary site restoration, were accrued using either the unit-of-production or the straight-line method, which was used for certain regional production transportation assets that are expected to have a straight-line utilization pattern. Effective January 1, 2003, the company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." See Note 27--New Accounting Standards. Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. Expenditures that relate to an existing condition caused by past operations, and that do not have future economic benefit, are expensed. Liabilities for these expenditures are recorded on an undiscounted basis (unless acquired in a purchase business acquisition) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is probable. 92 o STOCK COMPENSATION--Through December 31, 2002, the company accounted for stock options using the intrinsic value method as prescribed by the Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Pro forma information regarding changes in net income and earnings per share data (as if the accounting prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation," had been applied) is presented in Note 20--Employee Benefit Plans. Effective January 1, 2003, the company voluntarily adopted SFAS No. 123 prospectively. See Note 20--Employee Benefit Plans. o FOREIGN CURRENCY TRANSLATION--Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss in common stockholders' equity. Foreign currency transaction gains and losses are included in current earnings. Most of the company's foreign operations use their local currency as the functional currency. o INCOME TAXES--Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial-reporting basis and the tax basis of the company's assets and liabilities, except for deferred taxes on income considered to be permanently reinvested in certain foreign subsidiaries and foreign corporate joint ventures. Allowable tax credits are applied currently as reductions of the provision for income taxes. o NET INCOME PER SHARE OF COMMON STOCK--Basic income per share of common stock is calculated based upon the daily weighted-average number of common shares outstanding during the year, including shares held by the Long-Term Stock Savings Plan (LTSSP). Diluted income per share of common stock includes the above, plus "in-the-money" stock options issued under company compensation plans. Treasury stock and shares held by the Compensation and Benefits Trust (CBT) are excluded from the daily weighted-average number of common shares outstanding in both calculations. o CAPITALIZED INTEREST--Interest from external borrowings is capitalized on major projects with an expected construction period of one year or longer. Capitalized interest is added to the cost of the underlying asset and is amortized over the useful lives of the assets in the same manner as the underlying assets. NOTE 2--EXTRAORDINARY ITEMS AND ACCOUNTING CHANGE During 2002, the company incurred extraordinary losses totaling $16 million after-tax ($24 million before-tax) on the following items: o the call premium on the early retirement of the company's $250 million 8.86% notes due May 15, 2022; o the redemption of the company's outstanding 8.24% Junior Subordinated Deferrable Interest Debentures due 2036, which triggered the redemption of the $300 million of 8.24% Trust Originated Preferred Securities of Phillips 66 Capital Trust I; and o the call premium on the early retirement of the company's $171 million 7.443% notes due 2004. 93 In 2001, ConocoPhillips incurred an extraordinary loss of $10 million after-tax ($14 million before-tax) attributable to the call premium on the early retirement of its $300 million 9.18% notes due September 15, 2021. Effective January 1, 2001, the company changed its method of accounting for the costs of major maintenance turnarounds from the accrue-in-advance method to the expense-as-incurred method to reflect the impact of a turnaround in the period that it occurs. The new method is preferable because it results in the recognition of costs at the time obligations are incurred. The cumulative effect of this accounting change increased net income in 2001 by $28 million (after reduction for income taxes of $15 million). The pro forma effects of retroactive application of the change in accounting method are presented below:
Millions of Dollars Except Per Share Amounts ------------------------ 2001 2000 ------------------------ Income before extraordinary items $1,643 1,851 Earnings per share Basic 5.61 7.27 Diluted 5.57 7.22 - ----------------------------------------------------------------- Net income $1,633 1,851 Earnings per share Basic 5.57 7.27 Diluted 5.54 7.22 - -----------------------------------------------------------------
NOTE 3--MERGER OF CONOCO AND PHILLIPS On August 30, 2002, Conoco and Phillips combined their businesses by merging with separate acquisition subsidiaries of ConocoPhillips (the merger). As a result, each company became a wholly owned subsidiary of ConocoPhillips. For accounting purposes, Phillips was treated as the acquirer of Conoco, and ConocoPhillips was treated as the successor of Phillips. Immediately after the closing of the merger, former Phillips stockholders held approximately 56 percent of the outstanding shares of ConocoPhillips common stock, while former Conoco stockholders held approximately 44 percent. ConocoPhillips common stock, listed on the New York Stock Exchange under the symbol "COP," began trading on September 3, 2002. The primary reasons for the merger and the principal factors that contributed to an accounting treatment that resulted in the recognition of goodwill were: o the combination of Conoco and Phillips would create a stronger, major, integrated oil company with the benefits of increased size and scale, improving the stability of the combined business' earnings in varying economic and market climates; o ConocoPhillips would emerge with a global presence in both upstream and downstream petroleum businesses, increasing its overall international presence to over 40 countries while maintaining a strong domestic base; and 94 o combining the two companies' operations would provide significant synergies and related cost savings, and improve future access to capital. The $16 billion purchase price attributed to Conoco for accounting purposes was based on an exchange of Conoco shares for ConocoPhillips common shares. ConocoPhillips issued approximately 293 million shares of common stock and approximately 23.3 million of employee stock options in exchange for 627 million shares of Conoco common stock and 49.8 million Conoco stock options. The common stock was valued at $53.15 per share, which was Phillips' average common stock price over the two-day trading period immediately before and after the November 18, 2001, public announcement of the transaction. The Conoco stock options, the fair value of which was determined using the Black-Scholes option-pricing model, were exchanged for ConocoPhillips stock options valued at $384 million. Transaction-related costs, included in the purchase price, were $82 million. The preliminary allocation of the purchase price to specific assets and liabilities was based, in part, upon an outside appraisal of the fair value of Conoco's assets. Over the next few months ConocoPhillips expects to receive the final outside appraisal of the long-lived assets and conclude the fair value determination of all other Conoco assets and liabilities. Subsequent to completion of the final allocation of the purchase price and the determination of the ultimate asset and liability tax bases, the deferred tax liabilities will also be finalized. The following table summarizes, based on the year-end preliminary purchase price allocation, the fair values of the assets acquired and liabilities assumed as of August 30, 2002:
Millions of Dollars ---------- Cash and cash equivalents $ 1,250 Accounts and notes receivable 2,821 Inventories 1,603 Prepaid expenses and other current assets 324 Investments and long-term receivables 3,074 Properties, plants and equipment (including $300 million of land) 19,269 Goodwill 12,079 Intangibles 661 In-process research and development 246 Other assets 312 - ------------------------------------------------------------------------------ Total assets $41,639 ============================================================================== Accounts payable $ 2,879 Notes payable and long-term debt due within one year 3,101 Accrued income and other taxes 1,320 Other accruals 1,543 Long-term debt 8,930 Accrued dismantlement, removal and environmental costs 332 Deferred income taxes 4,073 Employee benefit obligations 1,648 Other liabilities and deferred credits 1,109 Minority interests 648 Common stockholders' equity 16,056 - ------------------------------------------------------------------------------ Total liabilities and equity $41,639 ==============================================================================
95 The allocation of the purchase price, as reflected above, has not been adjusted for the U.S. Federal Trade Commission (FTC)-mandated dispositions described in Note 4--Discontinued Operations. Goodwill, land and certain identifiable intangible assets recorded in the acquisition are not subject to amortization, but the goodwill and intangible assets will be tested periodically for impairment as required by SFAS No. 142, "Goodwill and Other Intangible Assets." Of the $661 million allocated to intangible assets, $545 million is assigned to marketing tradenames which are not subject to amortization. Of the remaining value assigned to intangible assets, $66 million assigned to refining technology will be amortized over 11 years and $50 million was allocated to other intangible assets with a weighted-average amortization period of 11 years. ConocoPhillips has not yet determined the assignment of Conoco goodwill to specific reporting units. Currently, Conoco goodwill is being reported as part of the Corporate and Other reporting segment. Of the $12,079 million of goodwill, $4,302 million is attributable to the gross-up required under purchase accounting for deferred taxes. This and the remaining "true" goodwill, or $7,777 million, will ultimately be assigned to reporting units based on the benefits received by the units from the synergies and strategic advantages of the merger. None of the goodwill is deductible for tax purposes. The purchase price allocation included $246 million of in-process research and development costs related to Conoco's natural gas-to-liquids and other technologies. In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method," the value assigned to the research and development activities was charged to production and operating expenses in the Emerging Businesses segment at the date of the consummation of the merger, as these research and development costs had no alternative future use. Merger-related items that reduced ConocoPhillips' 2002 income from continuing operations were:
Millions of Dollars -------------------------- Before-Tax After-Tax -------------------------- Write-off of acquired in-process research and development costs $246 246 Restructuring charges (see Note 5) 422 253 Incremental seismic contract costs 35 22 Transition costs 55 36 - ----------------------------------------------------------------------------------------------- Total $758 557 ===============================================================================================
In total, these items reduced 2002 income from continuing operations by $557 million ($1.15 per share on a diluted basis). 96 The following pro forma summary presents information as if the merger had occurred at the beginning of each period presented, and includes the $557 million effect of the merger-related items mentioned above.
Millions of Dollars Except Per Share Amounts --------------------------------- 2002 2001 --------------------------------- Revenues $ 81,433 79,554 Income from continuing operations 918 3,635 Net income (loss) (70) 4,072 Income from continuing operations per share of common stock Basic 1.36 5.39 Diluted 1.34 5.32 Net income (loss) per share of common stock Basic (.10) 6.04 Diluted (.10) 5.97 - --------------------------------------------------------------------------------------------------------
During 2001, both Phillips and Conoco entered into other significant transactions that are not reflected in the companies' historical income statements for the full year 2001. The pro forma results have been prepared as if the Phillips' September 14, 2001, acquisition of Tosco Corporation (Tosco) (see Note 6--Acquisition of Tosco Corporation) and Conoco's July 16, 2001, $4.6 billion acquisition of Gulf Canada Resources Limited occurred on January 1, 2001. Gulf Canada Resources Limited was a Canadian-based independent exploration and production company with primary operations in Western Canada, Indonesia, the Netherlands and Ecuador. The pro forma results reflect the following: o recognition of depreciation and amortization based on the preliminary allocated purchase price of the properties, plants and equipment acquired; o adjustment of interest for the amortization of the fair-value adjustment to debt; o cessation of the amortization of deferred gains not recognizable in the purchase price allocation; o accretion of discount on environmental accruals recorded at net present value; and o various other adjustments to conform Conoco's accounting policies to ConocoPhillips'. The pro forma adjustments use estimates and assumptions based on currently available information. Management believes that the estimates and assumptions are reasonable, and that the significant effects of the transactions are properly reflected. The pro forma information does not reflect any anticipated synergies that might be achieved from combining the operations. The pro forma information is not intended to reflect the actual results that would have occurred had the companies been combined during the periods presented. This pro forma information is not intended to be indicative of the results of operations that may be achieved by ConocoPhillips in the future. 97 NOTE 4--DISCONTINUED OPERATIONS During 2002, the company disposed of, or had committed to a plan to dispose of, U.S. retail and wholesale marketing assets, U.S. refining and related assets, and exploration and production assets in the Netherlands. Certain of these planned dispositions were mandated by the FTC as a condition of the merger. For reporting purposes, these operations are classified as discontinued operations, and in Note 26--Segment Disclosures and Related Information, these operations are included in Corporate and Other. Revenues and income (loss) from discontinued operations were as follows:
Millions of Dollars ---------------------------------- 2002 2001 2000 ---------------------------------- Sales and other operating revenues from discontinued operations $ 7,406 2,670 786 ======================================================================================================= Income (loss) from discontinued operations before-tax $(1,387) 47 21 Income tax expense (benefit) (394) 15 7 - ------------------------------------------------------------------------------------------------------- Income (loss) from discontinued operations $ (993) 32 14 =======================================================================================================
Major classes of assets and liabilities of discontinued operations held for sale were as follows:
Millions of Dollars ------------------- ASSETS 2002 2001 ------------------- Inventories $ 211 166 Other current assets 136 81 Net properties, plants and equipment 1,178 1,663 Intangibles 23 452 Other assets 57 20 - ------------------------------------------------------------------------------------------------------- Assets of discontinued operations $1,605 2,382 ====================================================================================================== LIABILITIES Accounts payable and other current liabilities $ 331 259 Long-term debt 34 35 Accrued dismantlement, removal and environmental costs 86 83 Other liabilities and deferred credits 198 161 - ------------------------------------------------------------------------------------------------------ Liabilities of discontinued operations $ 649 538 ======================================================================================================
In the fourth quarter of 2002, ConocoPhillips concluded a strategic business review of its company-owned retail sites. The review included quantitative and qualitative measures and identified 3,200 retail sites throughout the United States that did not fit the company's long-range plans. The assets are being actively marketed by an investment banking firm. The retail sites are being grouped and marketed in packages, including the planned sale of the company's Circle K Corporation subsidiary. Discussions are under way with potential buyers, and the company expects to complete the sales in 2003. 98 In connection with the anticipated sale of these retail sites, ConocoPhillips recorded charges totaling $1,412 million before-tax, $1,008 million after-tax, primarily related to the impairment of properties, plants and equipment ($249 million); goodwill ($257 million); intangible asset ($429 million); and provisions for losses and penalties associated with various operating lease commitments ($477 million). The intangible asset represents the Circle K tradename. Properties, plants and equipment include land, buildings and equipment of owned retail sites and leasehold improvements of leased sites. Fair value determinations were based on estimated sales prices for comparable sites. The provisions for losses and penalties associated with various operating lease commitments include obligations for residual value guarantee deficiencies, and future minimum rental payments that existed prior to the commitment date that will continue after the exit plan is completed with no economic benefit. It also includes penalties incurred to cancel the contractual arrangements. An additional $130 million of lease loss provisions ($85 million after-tax) will be recognized in 2003 as the company continues to operate the sites until sold. As a condition to the merger of Conoco and Phillips, the FTC required that the company divest the following assets: o Phillips' Woods Cross business unit, which includes the Woods Cross, Utah, refinery and associated motor fuel marketing operations (both retail and wholesale) in Utah, Idaho, Wyoming, and Montana, as well as Phillips' 50 percent interests in two refined products terminals in Boise and Burley, Idaho; o Conoco's Commerce City, Colorado, refinery and related crude oil pipelines; o Phillips' Colorado motor fuel marketing operations (both retail and wholesale); o Phillips' refined products terminal in Spokane, Washington; o Phillips' propane terminal assets at Jefferson City, Missouri, and East St. Louis, Illinois, which include the propane portions of these terminals and the customer relationships and contracts for the supply of propane therefrom; o certain of Conoco's midstream natural gas gathering and processing assets in southeast New Mexico; and o certain of Conoco's midstream natural gas gathering assets in West Texas. Further, the FTC required that certain of these assets be held separately within ConocoPhillips, under the management of a trustee until sold. In connection with these anticipated sales, ConocoPhillips recorded an impairment of $113 million before-tax, $69 million after-tax, related to the Phillips assets in the third quarter of 2002. In the fourth quarter of 2002, ConocoPhillips agreed to sell its Woods Cross business unit for $25 million, subject to an adjustment for certain pension obligations and the value of crude oil, refined products and other inventories. Also in the fourth quarter, the company sold its propane terminal assets at Jefferson City, Missouri, and East St. Louis, Illinois. The sales amounts did not differ significantly from the fair-value estimates used in the third quarter impairment calculations. Sale of the Colorado assets and the midstream assets is expected to occur in 2003. The company's Netherlands exploration and production assets were sold in the fourth quarter of 2002. No gain or loss was recognized on the sale, as these assets were recorded at fair value in the Conoco purchase price allocation. 99 NOTE 5--RESTRUCTURING As a result of the merger, the company implemented a restructuring program in September 2002 to capture the synergies of combining the two companies. In connection with this program, the company recorded accruals totaling $770 million for anticipated employee severance payments, incremental pension and medical plan benefit costs associated with the work force reductions, site closings, and Conoco employee relocations. Of the total accrual, $337 million is reflected in the Conoco purchase price allocation as an assumed liability, and $422 million ($253 million after-tax) related to Phillips is reflected in selling, general and administrative expense and production and operating expense, and $11 million before-tax is included in discontinued operations. Included in the total accruals of $770 million was $172 million related to pension and other post-retirement benefits that will be paid in conjunction with other retirement benefits over a number of future years. The table below summarizes the balance of the accrual of $598 million, which consists of severance related benefits to be provided to approximately 2,900 employees worldwide and other merger related expenses. By the end of 2002, approximately 775 employees had been terminated. Changes in the severance related accrual balance are summarized below.
Millions of Dollars ---------------------------------------------------------- 2002 Reserve at Accruals Benefit Payments December 31, 2002 -------- ---------------- ----------------- Conoco $297* (191) 106 Phillips 301 (32) 269 - ---------------------------------------------------------------------------------- Total $598 (223) 375 ==================================================================================
*Purchase price adjustment. The ending accrual balance is expected to be extinguished within one year, except for $37 million, which is classified as long-term. NOTE 6--ACQUISITION OF TOSCO CORPORATION On September 14, 2001, Tosco was merged with a subsidiary of ConocoPhillips, as a result of which ConocoPhillips became the owner of 100 percent of the outstanding common stock of Tosco. Tosco's results of operations have been included in ConocoPhillips' consolidated financial statements since that date. Tosco's operations included seven U.S. refineries with a total crude oil capacity of 1.31 million barrels per day; one 75,000-barrel-per-day refinery located in Cork, Ireland; and various marketing, transportation, distribution and corporate assets. The primary reasons for ConocoPhillips' acquisition of Tosco, and the primary factors that contributed to a purchase price that resulted in recognition of goodwill, are: o the Tosco operations would deliver earnings prospects, and potential strategic and other benefits; o combining the two companies' operations would provide significant cost savings; o adding Tosco to ConocoPhillips' Refining and Marketing (R&M) operations would give the segment the size, scale and resources to compete more effectively; 100 o the merger would transform ConocoPhillips into a stronger, more integrated oil company with the benefits of increased size and scale, improving the stability of the combined business' earnings in varying economic and market climates; o the combined company would have a stronger balance sheet, improving its access to capital in the future; and o the increased cash flow and access to capital resulting from the Tosco acquisition would allow ConocoPhillips to pursue other opportunities in the future. Based on an exchange ratio of 0.8 shares of ConocoPhillips common stock for each Tosco share, ConocoPhillips issued approximately 124.1 million common shares and 4.7 million vested employee stock options in the exchange, which increased common stockholders' equity by approximately $7 billion. The common stock was valued at $55.50 per share, which was ConocoPhillips' average common stock price over the two-day trading period before and after the February 4, 2001, public announcement of the transaction. The employee stock options were valued using the Black-Scholes option pricing model, based on assumptions prevalent at the February 2001 announcement date. The allocation of the purchase price to specific assets and liabilities was based, in part, upon an outside appraisal of Tosco's long-lived assets. Goodwill and indefinite-lived intangible assets recorded in the acquisition are not subject to amortization, but the goodwill and intangible assets will be tested periodically for impairment as required by SFAS No. 142, "Goodwill and Other Intangible Assets." During the third quarter of 2002, the company concluded: o the outside appraisal of the long-lived assets; o the determination of the fair value of all other Tosco assets and liabilities; o the tax basis calculation of Tosco's assets and liabilities and the related deferred tax liabilities; and o the allocation of Tosco goodwill to reporting units within the R&M operating segment. The resulting adjustments to the purchase price allocation made in 2002 increased goodwill by $341 million. The more significant adjustments to goodwill were a $247 million reduction in the value of refinery air emission permits to reflect a more appropriate appraisal methodology, a $70 million liability recorded for Tosco Long-Term Incentive Plan performance units, and a $69 million increase in deferred tax liabilities, resulting primarily from an updated analysis of the tax bases of Tosco's assets and liabilities. All other adjustments in the aggregate reduced goodwill by $45 million. Tosco Long-Term Incentive Plan performance units were derivative financial instruments tied to ConocoPhillips' stock price and were marked-to-market each reporting period. The resulting gains or losses from these mark-to-market adjustments were reported in other income in the consolidated statement of operations. In October 2002, the company and former Tosco executives negotiated a complete cancellation of the performance units in exchange for a cash payment to the former executives. During 2002, the company recorded gains totaling $38 million, after-tax, as this liability was marked-to-market each reporting period and eventually settled. 101 The following table summarizes, based on the final purchase price allocation described above, the fair values of the assets acquired and liabilities assumed as of September 14, 2001:
Millions of Dollars ---------- Cash and cash equivalents $ 103 Accounts and notes receivable 718 Inventories 1,965 Prepaid expenses and other current assets 154 Investments and long-term receivables 150 Properties, plants and equipment (including $1,720 million of land) 7,681 Goodwill 2,644 Intangibles 1,003 Other assets 11 - ---------------------------------------------------------------------------------------------- Total assets $14,429 ============================================================================================== Accounts payable $ 1,917 Accrued income and other taxes 350 Other accruals 206 Long-term debt 2,135 Accrued environmental costs 332 Deferred income taxes 1,824 Employee benefit obligations 177 Other liabilities and deferred credits 408 Common stockholders' equity 7,080 - ---------------------------------------------------------------------------------------------- Total liabilities and equity $14,429 ==============================================================================================
Of the $1,003 million allocated to intangible assets, marketing tradenames comprised $655 million, refinery air emission and operating permits totaled $315 million and other miscellaneous intangible assets amounted to $33 million. The $1,003 million of intangible assets included $992 million allocated to indefinite-lived intangible assets not subject to amortization and $11 million allocated to intangible assets with a weighted-average amortization period of seven years. In late 2002, the Circle K tradename ($429 million) was included with the retail marketing operations that are held for sale at December 31, 2002, and included in the loss on disposal. See Note 4--Discontinued Operations. ConocoPhillips finalized the required assignment of Tosco goodwill to specific reporting units in 2002, with $1,944 million assigned to the refining reporting unit and $700 million assigned to the marketing reporting unit. The goodwill was assigned to the reporting units that were deemed to have benefited from the synergies and strategic advantages of the merger. In late 2002, $257 million of goodwill assigned to the marketing reporting unit was allocated to the retail marketing operations held for sale at December 31, 2002, and included in the loss on disposal. See Note 4--Discontinued Operations. 102 NOTE 7--INVENTORIES Inventories at December 31 were:
Millions of Dollars ------------------- 2002 2001 ------------------- Crude oil and petroleum products $3,395 2,231 Canadian Syncrude (from mining operations) 4 -- Materials, supplies and other 446 221 - --------------------------------------------------------------------------- $3,845 2,452 ===========================================================================
Inventories valued on a LIFO basis totaled $3,349 million and $2,211 million at December 31, 2002 and 2001, respectively. The remainder of the company's inventories are valued under various other methods, including FIFO and weighted average. The excess of current replacement cost over LIFO cost of inventories amounted to $1,083 million and $2 million at December 31, 2002 and 2001, respectively. In the fourth quarter of 2001, the company recorded a $42 million before-tax, $27 million after-tax, lower-of-cost-or-market write-down of its petroleum products inventory. During 2000, certain inventory quantity reductions caused a liquidation of LIFO inventory values. This liquidation increased net income by $63 million, of which $60 million was attributable to ConocoPhillips' R&M segment. NOTE 8--INVESTMENTS AND LONG-TERM RECEIVABLES Components of investments and long-term receivables at December 31 were:
Millions of Dollars ------------------- 2002 2001 ------------------- Investment in and advances to affiliated companies $5,900 2,788 Long-term receivables 526 241 Other investments 395 280 - --------------------------------------------------------------------------- $6,821 3,309 ===========================================================================
At December 31, 2002, retained earnings included $825 million related to the undistributed earnings of affiliated companies, and distributions received from affiliates were $313 million, $163 million and $2,180 million in 2002, 2001 and 2000, respectively. EQUITY INVESTMENTS The company owns or owned investments in chemicals, heavy-oil projects, oil and gas transportation, coal mining and other industries. The affiliated companies for which ConocoPhillips uses the equity method of accounting include, among others, the following companies: Chevron Phillips Chemical Company LLC (CPChem) (50 percent), Duke Energy Field Services, LLC (DEFS) (30.3 percent), Petrozuata C.A. (50.1 percent non-controlling interest), Merey Sweeny L.P. (MSLP) (50 percent), Petrovera Resources Limited (46.7 percent), and Hamaca Holding LLC (57.1 percent non-controlling interest). See Note 1--Accounting Policies for additional information. 103 Summarized 100 percent financial information for DEFS, CPChem and all other equity companies accounted for using the equity method follows:
2002 Millions of Dollars ------------------------------------------------- Other Equity DEFS CPChem Companies Total ------- ------- ------------ ------- Revenues $ 5,492 5,473 5,378 16,343 Income (loss) before income taxes (37) (24) 776 715 Net income (loss) (47) (30) 751 674 Current assets 1,123 1,561 5,783 8,467 Noncurrent assets 5,457 4,548 14,386 24,391 Current liabilities 1,426 1,051 4,696 7,173 Noncurrent liabilities 2,504 1,307 10,063 13,874 - ----------------------------------------------------------------------------------------
2001 Millions of Dollars ------------------------------------------------- Other Equity DEFS CPChem Companies Total ------- ------- ------------ ------- Revenues $ 8,025 6,010 1,555 15,590 Income (loss) before income taxes 367 (431) 607 543 Net income (loss) 364 (480) 414 298 Current assets 1,165 1,551 689 3,405 Noncurrent assets 5,465 4,309 3,949 13,723 Current liabilities 1,251 820 1,184 3,255 Noncurrent liabilities 2,426 1,606 1,960 5,992 - ----------------------------------------------------------------------------------------
2000 Millions of Dollars ------------------------------------------------- Other Equity DEFS* CPChem** Companies Total ------- ------- ------------ ------- Revenues $ 5,099 3,463 3,241 11,803 Income (loss) before income taxes 321 (213) 611 719 Net income (loss) 318 (241) 412 489 - ----------------------------------------------------------------------------------------
*For the period April 1, 2000, through December 31, 2000. **For the period July 1, 2000, through December 31, 2000. ConocoPhillips' share of income taxes incurred directly by the equity companies is reported in equity in earnings of affiliates, and as such is not included in income taxes in ConocoPhillips' consolidated financial statements. DUKE ENERGY FIELD SERVICES, LLC On March 31, 2000, ConocoPhillips combined its midstream gas gathering, processing and marketing business with the gas gathering, processing, marketing and natural gas liquids business of Duke Energy Corporation (Duke Energy) forming a new company, DEFS. Duke Energy owns 69.7 percent of the company, which it consolidates, while ConocoPhillips owns 30.3 percent, which it accounts for using the equity method. 104 Duke Energy estimated the fair value of the ConocoPhillips' midstream business at $1.9 billion in its purchase method accounting for the acquisition. The book value of the midstream business contributed to DEFS was $1.1 billion, but no gain was recognized in connection with the transaction because of ConocoPhillips' and CPChem's long-term commitment to purchase the natural gas liquids output from the former ConocoPhillips' natural gas processing plants until December 31, 2014. This purchase commitment is on an "if-produced, will-purchase" basis so it has no fixed production schedule, but has been, and is expected to be, a relatively stable purchase pattern over the term of the contract. Natural gas liquids are purchased under this agreement at various published market index prices, less transportation and fractionation fees. ConocoPhillips' consolidated results of operations include 100 percent of the activity of the gas gathering, processing and marketing business contributed to DEFS through March 31, 2000, and its 30.3 percent share of DEFS' earnings since that date. At December 31, 2002, the book value of ConocoPhillips' common investment in DEFS was $67 million. ConocoPhillips' 30.3 percent share of the net assets of DEFS was $743 million. This basis difference of $676 million, is being amortized on a straight-line basis over 15 years, consistent with the remaining estimated useful lives of the properties, plants and equipment contributed to DEFS. Included in operating results for 2002, 2001 and 2000 was after-tax income of $35 million, $36 million and $27 million, respectively, representing the amortization of the basis difference. On August 4, 2000, DEFS, Duke Energy and ConocoPhillips agreed to modify the Limited Liability Company Agreement governing DEFS to provide for the admission of a class of preferred members in DEFS. Subsidiaries of Duke Energy and ConocoPhillips purchased new preferred member interests for $209 million and $91 million, respectively. The preferred member interests have a 30-year term, will pay a distribution yielding 9.5 percent annually, and contain provisions that require their redemption with any proceeds from an initial public offering. On September 9, 2002, ConocoPhillips received $30 million return of preferred member interest reducing its preferred interest to $61 million. CHEVRON PHILLIPS CHEMICAL COMPANY LLC On July 1, 2000, ConocoPhillips and ChevronTexaco Corporation, as successor to Chevron Corporation (ChevronTexaco), combined their worldwide chemicals businesses, excluding ChevronTexaco's Oronite business, into a new company, CPChem. In addition to contributing the assets and operations included in the company's Chemicals segment, ConocoPhillips also contributed the natural gas liquids business associated with its Sweeny, Texas, complex. ConocoPhillips and ChevronTexaco each own 50 percent of the voting and economic interests in CPChem, and on July 1, 2000, ConocoPhillips began accounting for its investment in CPChem using the equity method. Accordingly, ConocoPhillips' results of operations include 100 percent of the activity of its chemicals business through June 30, 2000, and its 50 percent share of CPChem's earnings since that date. CPChem accounted for the combination using the historical bases of the assets and liabilities contributed by ConocoPhillips and ChevronTexaco. At December 31, 2002, the book value of ConocoPhillips' investment in CPChem was $1,919 million. ConocoPhillips' 50 percent share of the total net assets of CPChem was $1,747 million. This basis difference of $172 million is being amortized over 20 years, consistent with the remaining estimated useful lives of the properties, plants and equipment contributed to CPChem. On July 1, 2002, ConocoPhillips purchased $125 million of Members' Preferred Interests. Preferred distributions are cumulative at 9 percent per annum and will be payable quarterly, upon declaration by CPChem's Board of Directors, from CPChem's cash earnings. The securities have no stated maturity date and are redeemable quarterly, in increments of $25 million, when CPChem's ratio of debt to total capitalization falls below a stated level. The Members' Preferred Interests are also redeemable at CPChem's sole option at any time. 105 NOTE 9--PROPERTIES, PLANTS AND EQUIPMENT, GOODWILL AND INTANGIBLES The company's investment in properties, plants and equipment (PP&E), with accumulated depreciation, depletion and amortization (DD&A), at December 31 was:
Millions of Dollars ---------------------------------------------------------------------------------- 2002 2001 ------------------------------------- ------------------------------------- Gross Net Gross Net PP&E DD&A PP&E PP&E DD&A PP&E ------------------------------------- ------------------------------------- E&P $36,884 8,600 28,284 20,995 7,870 13,125 Midstream 903 16 887 49 34 15 R&M 15,605 2,765 12,840 11,553 2,804 8,749 Chemicals -- -- -- -- -- -- Emerging Businesses 690 5 685 -- -- -- Corporate and Other 477 143 334 493 249 244 - ------------------------------------------------------------------------------------------------------------- $54,559 11,529 43,030 33,090 10,957 22,133 =============================================================================================================
Changes in the carrying amount of goodwill are as follows:
Millions of Dollars ---------------------------------------------------------- E&P R&M Corporate Total ---------------------------------------------------------- Balance at December 31, 2000 $ -- -- -- -- Acquired (primarily Tosco acquisition) 15 2,266 -- 2,281 - ------------------------------------------------------------------------------------------------------------- Balance at December 31, 2001 15 2,266 -- 2,281 Acquired (merger of Conoco and Phillips)* -- -- 12,079 12,079 Valuation and other adjustments -- 341 -- 341 Allocated to discontinued operations -- (257) -- (257) - ------------------------------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 2002 $ 15 2,350 12,079 14,444 =============================================================================================================
*Has not yet been allocated to reporting units. Information on the carrying value of intangible assets at December 31 follows:
Millions of Dollars ------------------- 2002 2001 ------------------- AMORTIZED INTANGIBLE ASSETS Refining technology related $ 78 -- Other 44 11 - ------------------------------------------------------------------------------------------------------------ $122 11 ============================================================================================================ UNAMORTIZED INTANGIBLE ASSETS Tradenames $669 226 Refinery air and operating permits 315 562 Other 13 62 - ------------------------------------------------------------------------------------------------------------ $997 850 ============================================================================================================
106 NOTE 10--IMPAIRMENTS During 2002, 2001 and 2000, the company recognized the following before-tax impairment charges:
Millions of Dollars ---------------------------- 2002 2001 2000 ---------------------------- E&P United States $ 12 3 13 International 37 23 87 R&M Tradenames 102 -- -- Retail site leasehold improvements 26 -- -- - ---------------------------------------------------------------------- $177 26 100 ======================================================================
After-tax, the above impairment charges were $115 million in 2002, $25 million in 2001, and $95 million in 2000. The company's E&P segment recognized impairments of $49 million before-tax on four fields in 2002. Impairment of the Janice field in the U.K. North Sea was triggered by its sale, while the Viscount field in the U.K. North Sea was impaired following an evaluation of development drilling results. Sales of properties in Alaska and offshore California resulted in the remaining E&P impairments in 2002. The company initiated a plan in late 2002 to sell a substantial portion of its R&M retail sites. The planned dispositions will result in a reduction of the amount of gasoline volumes marketed under the company's "76" tradename. As a result, the carrying value of the "76" tradename was impaired, with the $102 million impairment determined by an analysis of the discounted cash flows based on the gasoline volumes projected to be sold under the brand name after the planned dispositions, compared with the volumes being sold prior to the dispositions. The company also impaired the carrying value of certain leasehold improvements associated with leased retail sites that are held for use. The impairment was triggered by a review of the leased-site guaranteed residual values and was determined by comparing the guaranteed residual values and leasehold improvements with current market values of the related assets. See Note 4--Discontinued Operations for information regarding the impairments recognized in 2002 in connection with the anticipated sale of certain assets mandated by the FTC, and the planned sale of a substantial portion of the company's retail marketing operations. In the second quarter of 2001, the company committed to a plan to sell its 12.5 percent interest in the Siri oil field, offshore Denmark, triggering a write-down of the field's assets to fair market value. The sale closed in early 2002. The company also recorded a property impairment on a crude oil tanker that was sold in the fourth quarter of 2001. The company recorded an impairment of its Ambrosio field, located in Lake Maracaibo, Venezuela, in 2000. The Ambrosio field exploitation program did not achieve originally premised results. The $87 million impairment charge was based on the difference between the net book value of the property and the discounted value of estimated future cash flows. The remaining property impairments in 2000 were related to fields in the United States, and were prompted by an evaluation of drilling results or negative oil and gas reserve revisions. 107 NOTE 11--ACCRUED DISMANTLEMENT, REMOVAL AND ENVIRONMENTAL COSTS ACCRUED DISMANTLEMENT AND REMOVAL COSTS At December 31, 2002 and 2001, the company had accrued $1,065 million and $776 million, respectively, of dismantlement and removal costs, primarily related to worldwide offshore production facilities and to production facilities in Alaska. The increase in 2002 was primarily due to the merger and increased cost estimates related to production facilities in Alaska. Estimated uninflated total future dismantlement and removal costs at December 31, 2002, were $4,751 million, compared with $2,827 million in 2001. The increase was partially due to the merger. The remaining increase was primarily attributable to changes in future dismantlement and removal cost estimates. These costs are accrued primarily on the unit-of-production method. Pursuant to SFAS No. 143, "Accounting for Asset Retirement Obligations," the accounting for these costs was changed effective January 1, 2003. See Note 27--New Accounting Standards for additional information. ENVIRONMENTAL COSTS Total environmental accruals at December 31, 2002 and 2001, were $743 million and $439 million, respectively. The 2002 increase in accrued environmental costs was primarily the result of the merger. A large portion of these accrued environmental costs were acquired in various business combinations and thus are discounted obligations. For the discounted accruals, expected inflated expenditures are: $112 million in 2003, $71 million in 2004, $58 million in 2005, $54 million in 2006, and $53 million in 2007. Remaining expenditures in all future years after 2007 are expected to total $399 million. These expected expenditures are discounted using a weighted-average 5 percent discount factor, resulting in an accrued balance of $675 million at December 31, 2002. ConocoPhillips had accrued environmental costs, primarily related to cleanup at domestic refineries and underground storage tanks at U.S. service stations, and remediation activities required by the state of Alaska at exploration and production sites formerly owned by Atlantic Richfield Company, of $427 million and $288 million at December 31, 2002 and 2001, respectively. ConocoPhillips had also accrued at Corporate $236 million and $136 million of environmental costs associated with non-operating sites at December 31, 2002 and 2001, respectively. In addition, $70 million and $12 million were included at December 31, 2002 and 2001, respectively, for sites where the company has been named a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Federal Resource Conservation and Recovery Act, or similar state laws. At December 31, 2002 and 2001, $10 million and $3 million, respectively, had been accrued for other environmental litigation. Accrued environmental liabilities will be paid over periods extending up to 30 years. Of the total $1,808 million and $1,215 million of accrued dismantlement, removal and environmental costs at December 31, 2002 and 2001, $142 million and $156 million was classified as a current liability on the balance sheet, under the caption "Other accruals." 108 NOTE 12--DEBT Long-term debt at December 31 was:
Millions of Dollars ------------------------- 2002 2001 ------------------------- 9 3/8% Notes due 2011 $ 350 350 8.86% Notes due 2022 -- 250 8.75% Notes due 2010 1,350 1,350 8.5% Notes due 2005 1,150 1,150 8.49% Notes due 2023 250 250 8.25% Mortgage Bonds due 2003 150 150 8.125% Notes due 2030 600 600 7.92% Notes due 2023 250 250 7.9% Notes due 2047 100 100 7.8% Notes due 2027 300 300 7.68% Notes due 2012 64 -- 7.625% Notes due 2006 240 240 7.25% Notes due 2007 200 200 7.25% Notes due 2031 500 -- 7.20% Notes due 2023 250 250 7.125% Debentures due 2028 300 300 7% Debentures due 2029 200 200 6.95% Notes due 2029 1,900 -- 6.65% Notes due 2003 100 100 6.65% Debentures due 2018 300 300 6.375% Notes due 2009 300 300 6.35% Notes due 2011 1,750 -- 6.35% Notes due 2009 750 -- 5.90% Notes due 2004 1,350 -- 5.90% Notes due 2032 600 -- 5.45% Notes due 2006 1,250 -- 4.75% Notes due 2012 1,000 -- 3.625% Notes due 2007 400 -- Commercial paper and revolving debt due to banks and others through 2006 at 1.46% - 1.94% at year end 2002 1,517 1,081 SRW Cogeneration Limited Partnership 180 -- Floating Rate Notes due 2003 500 -- Industrial Development bonds 153 55 Guarantee of LTSSP bank loan payable at 1.69% at year-end 2002 299 322 Note payable to Merey Sweeny, L.P. at 7% 131 133 Marine Terminal Revenue Refunding Bonds at 2.9% - 3.1% at year-end 2002 265 265 Other notes payable 68 49 - -------------------------------------------------------------------------------------------------------- Debt at face value 19,067 8,545 Capitalized leases 23 -- Net unamortized premiums and discounts 676 109 - -------------------------------------------------------------------------------------------------------- Total debt 19,766 8,654 Notes payable and long-term debt due within one year (849) (44) - -------------------------------------------------------------------------------------------------------- Long-term debt $ 18,917 8,610 ========================================================================================================
109 Maturities inclusive of net unamortized premiums and discounts in 2003 through 2007 are: $849 million (included in current liabilities), $1,438 million, $1,229 million, $3,173 million and $654 million, respectively. The company assumed $12,031 million of debt in connection with the merger. In October 2002, ConocoPhillips entered into two new revolving credit facilities and amended and restated a prior Phillips revolving credit facility to include ConocoPhillips as a borrower. These credit facilities support the company's $4 billion commercial paper program, a portion of which may be denominated in euros (limited to euro 3 billion). The company now has a $2 billion 364-day revolving credit facility expiring on October 14, 2003, and two revolving credit facilities totaling $2 billion expiring in October 2006. Effective with the execution of the new facilities, the previously existing $2.5 billion in Conoco facilities were terminated. At December 31, 2002, ConocoPhillips had no debt outstanding under these credit facilities, but had $1,517 million in commercial paper outstanding, which is supported 100 percent by the long-term credit facilities. This amount approximates fair value. As of December 31, 2002, the company's wholly owned subsidiary, ConocoPhillips Norway, had no outstanding debt under its two $300 million revolving credit facilities expiring in June 2004. Depending on the credit facility, borrowings may bear interest at a margin above rates offered by certain designated banks in the London interbank market or at margins above certificate of deposit or prime rates offered by certain designated banks in the United States. The agreements call for commitment fees on available, but unused, amounts. The agreements also contain early termination rights if the company's current directors or their approved successors cease to be a majority of the Board of Directors. In October 2002, ConocoPhillips privately placed $2 billion of senior unsecured debt securities, consisting of $400 million 3.625% notes due 2007, $1 billion 4.75% notes due 2012, and $600 million 5.90% notes due 2032, in each case fully and unconditionally guaranteed by Conoco and Phillips. The $1,980 million proceeds from the offering were used to reduce commercial paper, retire Conoco's $500 million floating rate notes due October 15, 2002, and for general corporate purposes. ConocoPhillips redeemed the following notes during 2002 and early 2003 and funded the redemptions with commercial paper: o on May 15, 2002, its $250 million 8.86% notes due May 15, 2022, at 104.43 percent, resulting in a second quarter extraordinary loss from the early retirement of debt of $13 million before-tax, $9 million after-tax; o on November 26, 2002, its $171 million 7.443% senior unsecured notes due 2004 resulting in a fourth quarter extraordinary loss from the early retirement of debt of $3 million before-tax, $1 million after-tax; o on January 1, 2003, its $250 million 8.49% notes due January 1, 2023, at 104.245 percent; and o on January 31, 2003, its $181 million SRW Cogeneration Limited Partnership note which was assumed in September 2002 as a result of acquiring its partners' interest in the partnership. 110 At December 31, 2002, $299 million was outstanding under the company's Long-Term Stock Savings Plan (LTSSP) term loan, which will require annual installments beginning in 2008 and continue through 2015. Under this bank loan, any participating bank in the syndicate of lenders may cease to participate on December 5, 2004, by giving not less than 180 days' prior notice to the LTSSP and the company. If participating lenders give the cessation notice, the company plans to resyndicate the loan. Each bank participating in the LTSSP loan has the optional right, if the current company directors or their approved successors cease to be a majority of the Board, and upon not less than 90 days' notice, to cease to participate in the loan. Under the above conditions, such banks' rights and obligations under the loan agreement must be purchased by the company if not transferred to a bank of the company's choice. See Note 20--Employee Benefit Plans for additional discussion of the LTSSP. NOTE 13--SALES OF RECEIVABLES At December 31, 2002, ConocoPhillips sold certain credit card and trade receivables to two Qualifying Special Purpose Entities (QSPEs) in revolving-period securitization arrangements. These arrangements provide for ConocoPhillips to sell, and the QSPEs to purchase, certain receivables and for the QSPEs to then issue beneficial interests of up to $1.5 billion to five bank-sponsored entities. The receivables sold have been sufficiently isolated from ConocoPhillips to qualify for sales treatment. All five bank-sponsored entities are multi-seller conduits with access to the commercial paper market and purchase interests in similar receivables from numerous other companies unrelated to ConocoPhillips. ConocoPhillips has no ownership in any of the bank-sponsored entities and has no voting influence over any bank-sponsored entity's operating and financial decisions. As a result, ConocoPhillips does not consolidate any of these entities. Beneficial interests retained by ConocoPhillips in the pool of receivables held by the QSPEs are subordinate to the beneficial interests issued to the bank-sponsored entities and were measured and recorded at fair value based on the present value of future expected cash flows estimated using management's best estimates concerning the receivables performance, including credit losses and dilution discounted at a rate commensurate with the risks involved to arrive at present value. These assumptions are updated periodically based on actual credit loss experience and market interest rates. ConocoPhillips also retains servicing responsibility related to the sold receivables. The fair value of the servicing responsibility approximates adequate compensation for the servicing costs incurred. ConocoPhillips' retained interest in the sold receivables at December 31, 2002 and 2001, was $1.3 billion and $450 million, respectively. Under accounting principles generally accepted in the United States, the QSPEs are not consolidated by ConocoPhillips. ConocoPhillips retained interest in sold receivables is reported on the balance sheet in accounts and notes receivable--related parties. Total cash flows received from and paid under the securitization arrangements were as follows:
Millions of Dollars ------------------------- 2002 2001 ------------------------- Receivables sold at beginning of year $ 940 500 Conoco receivables sold at August 30, 2002 400 -- Tosco receivables sold at September 14, 2001 -- 614 New receivables sold 18,613 8,907 Cash collections remitted (18,630) (9,081) - ------------------------------------------------------------------------------------ Receivables sold at end of year $ 1,323 940 ==================================================================================== Discounts and other fees paid on revolving balances $ 21 24 - ------------------------------------------------------------------------------------
111 At year-end, ConocoPhillips sold $264 million of receivables under a factoring arrangement. ConocoPhillips also retains servicing responsibility related to the sold receivables. The fair value of the servicing responsibility approximates adequate compensation for the servicing costs incurred. At maturity of the receivables, ConocoPhillips has a recourse obligation to repurchase uncollected receivables. The fair value of this recourse obligation is not significant. NOTE 14--GUARANTEES At December 31, 2002, the company was liable for certain contingent obligations under various contractual arrangements as described below. CONSTRUCTION COMPLETION GUARANTEES o The company has a construction completion guarantee related to debt and bond financing arrangements secured by the Merey Sweeny, L.P. (MSLP) joint-venture project in Texas. The maximum potential amount of future payment under the guarantee, including joint-and-several debt at its gross amount, is estimated to be $418 million assuming that completion certification is not achieved. Of this amount, $209 million is attributable to Petroleos de Venezuela, S.A. (PDVSA), because they are joint-and-severally liable for a portion of the debt. If completion certification is not attained by 2004, the full debt balance is due. The debt is non-recourse to ConocoPhillips upon completion certification. o The company has issued a construction completion guarantee related to debt financing arrangements for the Hamaca Holding LLC joint venture project in Venezuela. The maximum potential amount of future payments under the guarantee is estimated to be $441 million, which could be payable if the full debt financing capacity is utilized and startup and completion of the Hamaca project is not achieved by October 1, 2005. The project financing debt is non-recourse to ConocoPhillips upon startup and completion certification. GUARANTEED RESIDUAL VALUE ON LEASES o The company leases ocean transport vessels, drillships, tank railcars, corporate aircraft, service stations, computers, office buildings, certain refining equipment, and other facilities and equipment. Associated with these leases the company has guaranteed approximately $1,821 million in residual values, which are due at the end of the lease terms. However, those guaranteed amounts would be reduced by the fair market value of the leased assets returned. See Note 19--Non-Mineral Leases. GUARANTEES OF JOINT-VENTURE DEBT o At December 31, 2002, ConocoPhillips had guarantees of about $355 million outstanding for its portion of joint-venture debt obligations. Of that amount, $176 million is associated with the Polar Lights Company joint-venture project in Russia. Smaller amounts and in some cases debt service reserves are associated with Interconnector (UK) Ltd., Turcas Petrol, Malaysian Refining Company Sdn. Bhd (Melaka), Hydroserve, Excel Paralubes, and Ingleside Cogeneration Limited Partnership. The various debt obligations have terms of up to 24 years. 112 OTHER GUARANTEES o In addition to the construction completion guarantee explained above, the MSLP agreement also requires the partners in the venture to pay cash calls as required to meet minimum operating requirements of the venture, in the event revenues do not cover expenses over the next 18 years. The maximum potential future payments under the agreement are estimated to be $258 million assuming MSLP does not earn any revenue over the entire period. To the extent revenue was generated by the venture, future required payments would be reduced accordingly. o The company has guaranteed certain potential payments related to its interest in two drillships, which are operated by joint ventures. Potential payments could be required for guaranteed residual value amounts and amounts due under interest rate hedging agreements. The maximum potential future payments under the agreements are estimated to be approximately $193 million. o During 2001, the company entered into a letter agreement authorizing the charter, by an unaffiliated third party, of up to four LNG vessels, which included an indemnity by the company in respect of claims for charter hire and other charter payments. The indemnity was subject to certain limitations and was to be applied net of sub-charter rental income and other receipts of the unaffiliated third party. In February 2003, the company entered into new agreements which cancelled the 2001 letter agreement and established separate guarantee facilities for $50 million each for two of the LNG vessels. Under each such facility, the company may be required to make payments should the charter revenue generated by the relevant ship fall below certain specified minimum thresholds, and the company will receive payments to the extent that such revenues exceed those thresholds. The net maximum future payments over the 20 year terms of the agreements could be up to $100 million. In the event the two ships are sold or a total loss occurs, the company also may have recourse to the sales or insurance proceeds to recoup payments made under the guarantee facilities. o Other guarantees, consisting primarily of dealer and jobber loan guarantees to support the company's marketing business, a guarantee supporting a lease assignment on a corporate aircraft and guarantees of lease payment obligations for a joint venture totaled $111 million. These guarantees generally extend up to 15 years and payment would only be required if the dealer, jobber or lessee was in default. INDEMNIFICATIONS o Over the years, the company has entered into various agreements to sell ownership interests in certain corporations and joint ventures. In addition, the company entered into a Tax Sharing Agreement in 1998 related to Conoco's separation from DuPont. These agreements typically include indemnifications for additional taxes determined to be due under the relevant tax law in connection with the company's operations for years prior to the sale or separation. Generally, the obligation extends until the related tax years are closed. The maximum potential amount of future payments under the indemnifications is the amount of additional tax determined to be due under relevant tax law and the various agreements. There are no material outstanding claims that have been asserted under these agreements. o As part of its normal ongoing business operations and consistent with generally accepted and recognized industry practice, ConocoPhillips enters into various agreements with other parties (the Agreements). These Agreements apportion future risks between the parties for the transaction(s) or relationship(s) governed by such Agreements; one method of apportioning risk 113 between the company and the other contracting party is the inclusion of provisions requiring one party to indemnify the other party against losses that might otherwise be incurred by such other party in the future (the Indemnity or Indemnities). Many of the company's Agreements contain an Indemnity or Indemnities that require the company to perform certain obligations as a result of the occurrence of a triggering event or condition. In some instances the company indemnifies third parties against losses resulting from certain events or conditions that arise out of operations conducted by the company's equity affiliates. The nature of these indemnity obligations are diverse and too numerous to list in this disclosure because of the thousands of different Agreements to which the company is a party, each of which may have a different term, business purpose, and triggering events or conditions for an indemnity obligation. Consistent with customary business practice, any particular indemnity obligation incurred by the company is the result of a negotiated transaction or contractual relationship for which the company has accepted a certain level of risk in return for a financial or other type of benefit to the company. In addition, the Indemnity or Indemnities in each Agreement vary widely in their definitions of both the triggering event and the resulting obligation, which is contingent on that triggering event. The company's risk management philosophy is to limit risk in any transaction or relationship to the maximum extent reasonable in relation to commercial and other considerations. Before accepting any indemnity obligation, the company makes an informed risk management decision considering, among other things, the remoteness of the possibility that the triggering event will occur, the potential costs to perform any resulting indemnity obligation, possible actions to reduce the likelihood of a triggering event or to reduce the costs of performing an indemnity obligation, whether the company is in fact indemnified by an unrelated third party, insurance coverage that may be available to offset the cost of the indemnity obligation, and the benefits to the company from the transaction or relationship. Because many or most of the company's indemnity obligations are not limited in duration or potential monetary exposure, the company cannot calculate the maximum potential amount of future payments that could be paid under the company's indemnity obligations stemming from all its existing Agreements. The company has disclosed contractual matters, including, but not limited to, indemnity obligations, which will or could have a material impact on the company's financial performance in quarterly, annual and other reports required by applicable securities laws and regulations. The company also accrues for contingent liabilities, including those arising out of indemnity obligations, when a loss is probable and the amounts can be reasonably estimated (see Note 15--Contingencies). The company is not aware of the occurrence of any triggering event or condition that would have a material adverse impact on the company's financial statements as a result of an indemnity obligation relating to such triggering event or condition. NOTE 15--CONTINGENCIES The company is subject to various lawsuits and claims including but not limited to: actions challenging oil and gas royalty and severance tax payments; actions related to gas measurement and valuation methods; actions related to joint interest billings to operating agreement partners; and claims for damages resulting from leaking underground storage tanks, with related toxic tort claims. In the case of all known contingencies, the company accrues an undiscounted liability when the loss is probable and the amount is reasonably estimable. These liabilities are not reduced for potential insurance recoveries. If applicable, undiscounted receivables are accrued for probable insurance or other third-party 114 recoveries. Based on currently available information, the company believes that it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on the company's financial statements. As facts concerning contingencies become known to the company, the company reassesses its position both with respect to accrued liabilities and other potential exposures. Estimates that are particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the unknown magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of the company's liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes. ENVIRONMENTAL--The company is subject to federal, state and local environmental laws and regulations. These may result in obligations to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various sites. When the company prepares its financial statements, accruals for environmental liabilities are recorded based on management's best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology, and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are the company's prior experience in remediation of contaminated sites, other companies' cleanup experience and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. Unasserted claims are reflected in ConocoPhillips' determination of environmental liabilities and are accrued in the period that they are both probable and reasonably estimable. Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, the company is usually only one of many companies cited at a particular site. Due to the joint and several liabilities, the company could be responsible for all of the cleanup costs related to any site at which it has been designated as a potentially responsible party. If ConocoPhillips were solely responsible, the costs, in some cases, could be material to its, or one of its segments', operations, capital resources or liquidity. However, settlements and costs incurred in matters that previously have been resolved have not been materially significant to the company's results of operations or financial condition. The company has been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which the company is potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, ConocoPhillips may have no liability or attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, this inability has been considered in estimating the company's potential liability and accruals have been adjusted accordingly. Upon ConocoPhillips' acquisition of Tosco on September 14, 2001, the assumed environmental obligations of Tosco, some of which are mitigated by indemnification agreements, became contingencies reportable on a consolidated basis by ConocoPhillips. Beginning with the acquisition of the Bayway refinery in 1993, but excluding the Alliance refinery acquisition, Tosco negotiated, as part of its acquisitions, environmental indemnification from the former owners for remediating contamination that occurred prior to the respective acquisition dates. Some of the environmental indemnifications are subject to caps and time limits. No accruals have been recorded for any potential contingent liabilities that will be funded by the prior owners under these indemnifications. 115 As part of Tosco's acquisition of Unocal's West Coast petroleum refining, marketing, and related supply and transportation assets in March 1997, Tosco agreed to pay the first $7 million per year of any environmental remediation liabilities at the acquired sites arising out of, or relating to, the period prior to the transaction's closing, plus 40 percent of any amount in excess of $7 million per year, with Unocal paying the remaining 60 percent per year. The indemnification agreement with Unocal has a 25-year term from inception, and, at December 31, 2002, had a maximum cap of $131 million for environmental remediation costs that ConocoPhillips would be required to fund during the remainder of the agreement period. This maximum has been adjusted for amounts paid through December 31, 2002. The company is currently participating in environmental assessments and cleanups at federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, the company makes accruals on an undiscounted basis (except, if assumed in a purchase business combination, such costs are recorded on a discounted basis) for planned investigation and remediation activities for sites where it is probable that future costs will be incurred and these costs can be reasonably estimated. See Note 11--Accrued Dismantlement, Removal and Environmental Costs, for a summary of the company's accrued environmental liabilities. OTHER LEGAL PROCEEDINGS--ConocoPhillips is a party to a number of other legal proceedings pending in various courts or agencies for which, in some instances, no provision has been made. OTHER CONTINGENCIES--ConocoPhillips has contingent liabilities resulting from throughput agreements with pipeline and processing companies. Under these agreements, ConocoPhillips may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized by ConocoPhillips. ConocoPhillips has various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business. Such commitments are not at prices in excess of current market. Additionally, the company has obligations under an international contract to purchase natural gas over a period of up to 17 years. These long-term purchase obligations are at prices in excess of December 31, 2002, quoted market prices. No material annual gain or loss is expected from these long-term commitments. NOTE 16--FINANCIAL INSTRUMENTS AND DERIVATIVE CONTRACTS DERIVATIVE INSTRUMENTS The company and certain of its subsidiaries may use financial and commodity-based derivative contracts to manage exposures to fluctuations in foreign currency exchange rates, commodity prices, and interest rates, or to exploit market opportunities. With the completion of the merger of Phillips and Conoco on August 30, 2002, the derivatives policy adopted during the third quarter of 2001 is no longer in effect; however, the ConocoPhillips Board of Directors has approved an "Authority Limitations" document that prohibits the use of highly leveraged derivatives or derivative instruments without sufficient liquidity for comparable valuations without approval from the Chief Executive Officer. The Authority Limitations document also authorizes the Chief Executive Officer to establish the maximum Value at Risk (VaR) limits for the company. Compliance with these limits is monitored daily. The function of the Risk Management Steering Committee, monitoring the use and effectiveness of derivatives, was assumed by the Chief Financial Officer for risks resulting from foreign currency exchange rates and interest rates, and by the Executive Vice President of Commercial, a new position that reports to the Chief Executive Officer, for commodity price risk. ConocoPhillips' Commercial Group manages commercial marketing, 116 optimizes the commodity flows and positions of the company, monitors related risks of the company's upstream and downstream businesses and selectively takes price risk to add value. SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended (Statement No. 133 or SFAS No. 133), requires companies to recognize all derivative instruments as either assets or liabilities on the balance sheet at fair value. Assets and liabilities resulting from derivative contracts open at December 31, 2002, were $197 million and $206 million, respectively, and appear as accounts and notes receivables, other assets, accounts payable, or other liabilities and deferred credits on the balance sheet. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it meets the qualifications for, and has been designated as, a SFAS No. 133 hedge, and the type of hedge. At this time, ConocoPhillips is not using SFAS No. 133 hedge accounting for commodity derivative contracts, but the company is using hedge accounting for the interest-rate derivatives noted below. All gains and losses, realized or unrealized, from derivative contracts not designated as SFAS No. 133 hedges have been recognized in the statement of operations. Gains and losses from derivative contracts held for trading not directly related to the company's physical business, whether realized or unrealized, have been reported net in other income. SFAS No. 133 also requires purchase and sales contracts for commodities that are readily convertible to cash (e.g., crude oil, natural gas, and gasoline) to be recorded on the balance sheet as derivatives unless the contracts are for quantities expected to be used or sold by the company over a reasonable period in the normal course of business (the normal purchases and normal sales exception), among other requirements, and the company has documented its intent to apply this exception. ConocoPhillips generally applies this exception to eligible purchase and sales contracts; however, the company may elect not to apply this exception (e.g., when another derivative instrument will be used to mitigate the risk of the purchase or sale contract but hedge accounting will not be applied). When this occurs, both the purchase or sales contract and the derivative contract mitigating the resulting risk will be recorded on the balance sheet at fair value in accordance with the preceding paragraphs. INTEREST RATE DERIVATIVE CONTRACTS--On August 30, 2002, the company obtained a number of fixed-to-floating and floating-to-fixed interest rate swaps from the merger. ConocoPhillips designated these swaps as hedges, but by December 31, 2002, all of the fixed-to-floating rate swaps and a portion of the floating- to-fixed rate swaps had been terminated. The floating-to-fixed interest rate swaps still open at December 31, 2002, are as follows:
Millions of Dollars ------------------------- Notional Fair CASH FLOW HEDGES Amount Value -------- ----- Maturing 2006 $ 166 (19) Maturing in less than one year 500 (3) - --------------------------------------------------------------------------------
ConocoPhillips generally reports gains, losses, and ineffectiveness from interest rate derivatives on the statement of operations in interest and debt expense; however, when interest rate derivatives are used to hedge the interest component of a lease, the resulting gains and losses are reported on the statement of operations in production and operating expense. No portion of the gain or loss from the swaps designated as interest rate hedges has been excluded from the assessment of hedge ineffectiveness, which was immaterial for the period from August 30 to December 31, 2002. In accordance with the hedge accounting provisions of Statement No. 133, any realized gains or losses from these derivative hedging 117 instruments will be recognized as income or expense in future periods concurrent with the forecasted transactions. The company expects the amount of net unrealized losses from interest rate hedges in accumulated other comprehensive loss at December 31, 2002, that will be reclassified to earnings during the next 12 months to be immaterial. CURRENCY EXCHANGE RATE DERIVATIVE CONTRACTS--During the third quarter of 2001, ConocoPhillips used hedge accounting to record the results of using a forward exchange contract to hedge the exposure to fluctuations in the exchange rate between the U.S. dollar and Brazilian real, resulting from a firm commitment to pay reals to acquire an exploratory lease. The hedge was closed in August 2001, upon payment of the lease bonus. Results from the hedge appear in accumulated other comprehensive loss on the balance sheet and will be reclassified into earnings concurrent with the amortization or write-down of the lease bonus, but no portion of this amount is expected to be reclassified during 2003. No component of the hedge results was excluded from the assessment of hedge effectiveness, and no gain or loss was recorded in the statement of operations from hedge ineffectiveness. After the merger, the company has foreign currency exchange rate risk resulting from operations in over 40 countries. ConocoPhillips does not comprehensively hedge the exposure to currency rate changes, although the company may choose to selectively hedge exposures to foreign currency rate risk. Examples include firm commitments for capital projects, certain local currency tax payments and dividends, and cash returns from net investments in foreign affiliates to be remitted within the coming year. Hedge accounting is not currently being used for any of the company's foreign currency derivatives. COMMODITY DERIVATIVE CONTRACTS--ConocoPhillips operates in the worldwide crude oil, refined product, natural gas, natural gas liquids, and electric power markets and is exposed to fluctuations in the prices for these commodities. These fluctuations can affect the company's revenues as well as the cost of operating, investing, and financing activities. Generally, ConocoPhillips' policy is to remain exposed to market prices of commodity purchases and sales; however, executive management may elect to use derivative instruments to establish longer-term positions to hedge the price risk of the company's equity crude oil and natural gas production, as well as refinery margins. The ConocoPhillips Commercial Group use futures, forwards, swaps, and options in various markets to optimize the value of the company's supply chain, which may move the company's risk profile away from market average prices to accomplish the following objectives: o Balance physical systems. In addition to cash settlement prior to contract expiration, exchange traded futures contracts may also be settled by physical delivery of the commodity, providing another source of supply to meet the company's refinery requirements or marketing demand; o Meet customer needs. Consistent with the company's policy to generally remain exposed to market prices, the company uses swap contracts to convert fixed-price sales contracts, which are often requested by natural gas and refined product consumers, to a floating market price; o Manage the risk to the company's cash flows from price exposures on specific crude oil, natural gas, refined product and electric power transactions; and o Enable the company to use the market knowledge gained from these activities to do a limited amount of trading not directly related to the company's physical business. For the 12 months ended December 31, 2002 and 2001, the gains or losses from this activity were not material to the company's cash flows or income from continuing operations. 118 At December 31, 2002, ConocoPhillips was not using hedge accounting for commodity derivative contracts; however, during the first half of 2002, the company did use hedge accounting for West Texas Intermediate (WTI) crude oil futures designated as fair-value hedges of firm commitments to sell WTI crude oil at Cushing, Oklahoma. The changes in the fair values of the futures and firm commitments have been recognized in income. No component of the futures gain or loss was excluded from the assessment of hedge effectiveness, and the amount recognized in earnings during the year from ineffectiveness was immaterial. CREDIT RISK The company's financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash equivalents, over-the-counter derivative contracts, and trade receivables. ConocoPhillips' cash equivalents, which are placed in high-quality money market funds and time deposits with major international banks and financial institutions, are generally not maintained at levels material to the company's financial position. The credit risk from the company's over-the-counter derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction, typically a major bank or financial institution. ConocoPhillips closely monitors these credit exposures against predetermined credit limits, including the continual exposure adjustments that result from market movements. Individual counterparty exposure is managed within these limits, and includes the use of cash-call margins when appropriate, thereby reducing the risk of significant non-performance. ConocoPhillips also uses futures contracts, but futures have a negligible credit risk because they are traded on the New York Mercantile Exchange or the International Petroleum Exchange of London Limited. The company's trade receivables result primarily from its petroleum operations and reflect a broad national and international customer base, which limits the company's exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less, and the company continually monitors this exposure and the creditworthiness of the counterparties. ConocoPhillips does not generally require collateral to limit the exposure to loss; however, ConocoPhillips will sometimes use letters of credit, prepayments, and master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to the company, as these agreements permit the amounts owed by ConocoPhillips to be offset against amounts due to the company. FAIR VALUES OF FINANCIAL INSTRUMENTS The company used the following methods and assumptions to estimate the fair value of its financial instruments: Cash and cash equivalents: The carrying amount reported on the balance sheet approximates fair value. Accounts and notes receivable: The carrying amount reported on the balance sheet approximates fair value. Debt and mandatorily redeemable preferred securities: The carrying amount of the company's floating-rate debt approximates fair value. The fair value of the fixed-rate debt and mandatorily redeemable preferred securities is estimated based on quoted market prices. Swaps: Fair value is estimated based on forward market prices and approximates the net gains and losses that would have been realized if the contracts had been closed out at year-end. When forward market prices are not available, they are estimated using the forward prices of a similar commodity with adjustments for differences in quality or location. 119 Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange or the International Petroleum Exchange of London Limited. Forward-exchange contracts: Fair value is estimated by comparing the contract rate to the forward rate in effect on December 31 and approximates the net gains and losses that would have been realized if the contracts had been closed out at year-end. Certain company financial instruments at December 31 were:
Millions of Dollars ---------------------------------------------- Carrying Amount Fair Value -------------------- ------------------- 2002 2001 2002 2001 -------------------- ------------------- Financial assets Foreign currency derivatives $ 17 -- 17 -- Commodity derivatives 180 5 180 5 Financial liabilities Total debt, excluding capital leases $19,743 8,654 20,844 9,175 Mandatorily redeemable other minority interests and preferred securities 491 650 516 662 Interest rate derivatives 22 -- 22 -- Foreign currency derivatives 4 -- 4 -- Commodity derivatives 180 7 180 7 - --------------------------------------------------------------------------------------------------------------------
NOTE 17--PREFERRED STOCK AND OTHER MINORITY INTERESTS COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF PHILLIPS 66 CAPITAL TRUSTS During 1996 and 1997, the company formed two statutory business trusts, Phillips 66 Capital I (Trust I) and Phillips 66 Capital II (Trust II), in which the company owns all common stock. The Trusts were created for the sole purpose of issuing securities and investing the proceeds thereof in an equivalent amount of subordinated debt securities of ConocoPhillips. ConocoPhillips established the two trusts to raise funds for general corporate purposes. On May 31, 2002, ConocoPhillips redeemed all of its outstanding 8.24% Junior Subordinated Deferrable Interest Debentures due 2036 held by Trust I. This triggered the redemption of $300 million of Trust I's 8.24% Trust Originated Preferred Securities at par value, $25 per share. An extraordinary loss of $8 million before-tax, $6 million after-tax, was incurred during the second quarter of 2002 as a result of the redemption. Trust II has outstanding $350 million of 8% Capital Securities (Capital Securities). The sole asset of Trust II is $361 million of the company's 8% Junior Subordinated Deferrable Interest Debentures due 2037 (Subordinated Debt Securities II) purchased by Trust II on January 17, 1997. The Subordinated Debt Securities II are due January 15, 2037, and are redeemable in whole, or in part, at the option of ConocoPhillips, on or after January 15, 2007, at a redemption price of $1,000 per share, plus accrued and unpaid interest. 120 Subordinated Debt Securities II are unsecured obligations of ConocoPhillips, equal in right of payment but subordinate and junior in right of payment to all present and future senior indebtedness of ConocoPhillips. The subordinated debt securities and related income statement effects are eliminated in the company's consolidated financial statements. When the company redeems the Subordinated Debt Securities II, Trust II is required to apply all redemption proceeds to the immediate redemption of the Capital Securities. ConocoPhillips fully and unconditionally guarantees Trust II's obligations under the Capital Securities. OTHER MANDATORILY REDEEMABLE MINORITY INTERESTS The minority limited partner in Conoco Corporate Holdings L.P. is entitled to a cumulative annual 7.86 percent priority return on its investment. The net minority interest in Conoco Corporate Holdings held by the limited partner was $141 million at December 31, 2002, and is mandatorily redeemable in 2019 or callable without penalty beginning in the fourth quarter of 2004. OTHER MINORITY INTERESTS The minority interest owner in Ashford Energy Capital S.A. is entitled to a cumulative annual preferred return on its investment, based on three-month LIBOR rates plus 1.27 percent. The preferred return at December 31, 2002, was 2.70 percent. At December 31, 2002, the minority interest was $504 million. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," and later in 2003, the FASB is expected to issue SFAS No. 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity." The company is evaluating these new pronouncements to determine whether the above items currently presented in the mezzanine section of the balance sheet will be required to be presented as debt or equity on the balance sheet. See Note 27--New Accounting Standards and Note 28--Variable Interest Entities for more information. PREFERRED STOCK ConocoPhillips has 500 million shares of preferred stock authorized, par value $.01 per share, none of which was issued or outstanding at December 31, 2002. NOTE 18--PREFERRED SHARE PURCHASE RIGHTS ConocoPhillips' Board of Directors authorized and declared a dividend of one preferred share purchase right for each common share outstanding, and authorized and directed the issuance of one right per common share for any newly issued shares. The rights, which expire June 30, 2012, will be exercisable only if a person or group acquires 15 percent or more of the company's common stock or commences a tender offer that would result in ownership of 15 percent or more of the common stock. Each right would entitle stockholders to buy one one-hundredth of a share of preferred stock at an exercise price of $300. In addition, the rights enable holders to either acquire additional shares of ConocoPhillips common stock or purchase the stock of an acquiring company at a discount, depending on specific circumstances. The company may redeem the rights in whole, but not in part, for one cent per right. 121 NOTE 19--NON-MINERAL LEASES The company leases ocean transport vessels, railroad tank cars, corporate aircraft, service stations, computers, office buildings and other facilities and equipment. Certain leases include escalation clauses for adjusting rentals to reflect changes in price indices, as well as renewal options and/or options to purchase the leased property for the fair market value at the end of the lease term. There are no significant restrictions on ConocoPhillips imposed by the leasing agreements in regards to dividends, asset dispositions or borrowing ability. Leased assets under capital leases were not significant in any period presented. ConocoPhillips has leasing arrangements with several special purpose entities (SPEs) that are third-party trusts established by a trustee and funded by financial institutions. Other than the leasing arrangement, ConocoPhillips has no other direct or indirect relationship with the trusts or their investors. Each SPE from which ConocoPhillips leases assets is funded by at least 3 percent substantive third-party residual equity capital investment, which is at-risk during the entire term of the lease. ConocoPhillips does have various purchase options to acquire the leased assets from the SPEs at the end of the lease term, but those purchase options are not required to be exercised by ConocoPhillips. See Note 28--Variable Interest Entities, for a discussion of how the accounting for certain leasing arrangements with SPEs may change in 2003. In connection with the committed plan to sell a major portion of the company's owned retail stores, the company plans to exercise purchase option provisions of various operating leases during 2003 involving approximately 900 store sites and two office buildings. Depending upon the timing of when the company adopts FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," and the determination of whether or not the lessor entities in these leases are variable interest entities, some or all of these lessor entities could become consolidated subsidiaries of the company prior to the exercise of the purchase options. See Note 27--New Accounting Standards, and Note 28--Variable Interest Entities, for additional information on FASB Interpretation No. 46. At December 31, 2002, future minimum rental payments due under non-cancelable leases, including those associated with discontinued operations, were:
Millions of Dollars ---------- 2003 $ 649 2004 546 2005 479 2006 425 2007 367 Remaining years 1,635 - ------------------------------------------------------------------------------- Total 4,101 Less income from subleases 641* - ------------------------------------------------------------------------------- Net minimum operating lease payments $3,460 ===============================================================================
*Includes $164 million related to railroad cars subleased to CPChem, a related party. 122 The above amounts exclude guaranteed residual value payments, including those associated with discontinued operations, totaling $196 million in 2003, $219 million in 2004, $827 million in 2005, $145 million in 2006, and $434 million in the remaining years, due at the end of lease terms, which would be reduced by the fair market value of the leased assets returned. See Note 4--Discontinued Operations regarding the company's commitment to exit certain retail sites and the related accrual for probable deficiencies under the residual value guarantees. The company also expects to recognize probable guaranteed residual value deficiencies associated with certain retail sites included in continuing operations. The company plans to exercise its purchase options under these leases in 2003, resulting in the recognition of a $142 million, $92 million after-tax, loss. ConocoPhillips has agreements with a shipping company for the long-term charter of five crude oil tankers that are currently under construction. The charters will be accounted for as operating leases upon delivery, which is expected in the third and fourth quarters of 2003. If the completed tankers are not delivered to ConocoPhillips before specified dates in 2004, the chartering commitments are cancelable by ConocoPhillips. Upon delivery, the base term of the charter agreements is 12 years, with certain renewal options by ConocoPhillips. ConocoPhillips has options to cancel the charter agreements at any time, including during construction or after delivery. After delivery, if ConocoPhillips were to exercise its cancellation options, the company's maximum commitment for the five tankers together would be $92 million. If ConocoPhillips does not exercise its cancellation options, the total operating lease commitment over the 12-year term for the five tankers would be $383 million on an estimated bareboat basis. Operating lease rental expense for the years ended December 31 was:
Millions of Dollars ---------------------------------- 2002 2001 2000 ---------------------------------- Total rentals* $541 271 128 Less sublease rentals 21 22 2 - -------------------------------------------------------------------------------- $520 249 126 ================================================================================
*Includes $12 million of contingent rentals in 2002. Contingent rentals in 2001 and 2000 were not significant. 123 NOTE 20--EMPLOYEE BENEFIT PLANS PENSION AND POSTRETIREMENT PLANS An analysis of the projected benefit obligations for the company's pension plans and accumulated benefit obligations for its postretirement health and life insurance plans follows:
Millions of Dollars ------------------------------------------------------------------- Pension Benefits Other Benefits ------------------------------------------- ------------------- 2002 2001 2002 2001 ------------------- ------------------- ------- ------- U.S. INT'L. U.S. Int'l. ------- ------- ------- ------- CHANGE IN BENEFIT OBLIGATION Benefit obligation at January 1 $ 1,432 417 991 386 239 140 Service cost 75 32 40 15 9 4 Interest cost 133 48 82 24 31 11 Plan participant contributions -- 2 -- 1 15 11 Plan amendments (12) -- 6 -- 133 21 Actuarial (gain) loss 205 (21) 161 8 31 14 Acquisitions 1,349 908 277 -- 509 68 Benefits paid (159) (23) (131) (12) (47) (31) Curtailment (36) -- -- (2) (4) -- Recognition of termination benefits 92 3 6 5 3 1 Foreign currency exchange rate change -- 135 -- (8) -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Benefit obligation at December 31 $ 3,079 1,501 1,432 417 919 239 =================================================================================================================================== Accumulated benefit obligation portion of above at December 31 $ 2,455 1,325 1,121 345 =========================================================================================================== CHANGE IN FAIR VALUE OF PLAN ASSETS Fair value of plan assets at January 1 $ 732 381 696 401 21 20 Actual return on plan assets (85) (74) (91) (19) (5) 2 Acquisitions 600 594 166 -- -- 4 Company contributions 145 39 92 18 27 15 Plan participant contributions -- 2 -- 1 15 11 Benefits paid (159) (21) (131) (12) (47) (31) Foreign currency exchange rate change -- 106 -- (8) -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Fair value of plan assets at December 31 $ 1,233 1,027 732 381 11 21 ===================================================================================================================================
124
Millions of Dollars ------------------------------------------------------------------- Pension Benefits Other Benefits ------------------------------------------- ------------------- 2002 2001 2002 2001 ------------------- ------------------- ------- ------- U.S. INT'L. U.S. Int'l. ------- ------- ------- ------- FUNDED STATUS Excess obligation $(1,846) (474) (700) (36) (908) (218) Unrecognized net actuarial loss 697 171 418 61 60 30 Unrecognized prior service cost 30 5 57 7 131 18 - ----------------------------------------------------------------------------------------------------------------------------------- Total recognized amount in the consolidated balance sheet $(1,119) (298) (225) 32 (717) (170) =================================================================================================================================== Components of above amount: Prepaid benefit cost $ -- 52 5 37 -- -- Accrued benefit liability (1,484) (400) (501) (15) (717) (170) Intangible asset 43 3 57 4 -- -- Accumulated other comprehensive loss 322 47 214 6 -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Total recognized $(1,119) (298) (225) 32 (717) (170) =================================================================================================================================== WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31 Discount rate 6.75% 5.85 7.25 6.30 6.75 7.25 Expected return on plan assets 7.05 7.45 8.70 7.60 5.50 5.20 Rate of compensation increase 4.00 3.80 4.00 3.75 4.00 4.00 - -----------------------------------------------------------------------------------------------------------------------------------
Pension plan funds are invested in a diversified portfolio of assets. Approximately $198 million held in a participating annuity contract is not available for meeting benefit obligations in the near term. At December 31, 2002, approximately 4,300 shares of company stock were included in plan assets. At December 31, 2001, no company stock was included in plan assets. The company's funding policy for U.S. plans is to contribute at least the minimum required by the Employee Retirement Income Security Act of 1974. Contributions to foreign plans are dependent upon local laws and tax regulations. In 2003, the company expects to contribute approximately $340 million to its domestic qualified pension plans and $50 million to its international qualified pension plans. The funded status of the plans was impacted in 2002 by changes in assumptions used to calculate plan liabilities, the merger of Conoco and Phillips, and negative asset performance. During 2002, the company recorded charges to other comprehensive loss totaling $149 million ($93 million net of tax), resulting in accumulated other comprehensive loss due to minimum pension liability adjustments at December 31, 2002, of $369 million ($236 million net of tax). 125
Millions of Dollars --------------------------------------------------------------------------------------------- Pension Benefits Other Benefits ------------------------------------------------------------ --------------------------- 2002 2001 2000 2002 2001 2000 ---------------- ---------------- ---------------- ----- ----- ----- U.S. INT'L. U.S. Int'l. U.S. Int'l. ----- ----- ----- ----- ----- ------ COMPONENTS OF NET PERIODIC BENEFIT COST Service cost $ 75 32 40 15 32 16 9 4 2 Interest cost 133 48 82 24 75 23 31 11 9 Expected return on plan assets (73) (49) (74) (30) (80) (29) (1) (1) (1) Amortization of prior service cost 5 2 6 1 5 1 8 (1) (3) Recognized net actuarial loss (gain) 48 7 16 -- (5) -- 3 2 1 Amortization of net asset -- -- -- (1) (7) -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Net periodic benefit cost $ 188 40 70 9 20 11 50 15 8 ===================================================================================================================================
The company recorded curtailment losses of $23 million and $1 million in 2002 and 2000, respectively, and a curtailment gain of $2 million in 2001. The company recorded settlement losses of $10 million in 2001. In determining net pension and other postretirement benefit costs, ConocoPhillips has elected to amortize net gains and losses on a straight-line basis over 10 years. Prior service cost is amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits under the plan. For the company's tax-qualified pension plans with projected benefit obligations in excess of plan assets, the projected benefit obligation, the accumulated benefit obligation, and the fair value of plan assets were $4,288 million, $3,542 million, and $2,259 million at December 31, 2002, respectively, and $1,519 million, $1,211 million, and $886 million at December 31, 2001, respectively. For the company's unfunded non-qualified supplemental key employee pension plans, the projected benefit obligation and the accumulated benefit obligation were $260 million and $206 million, respectively, at December 31, 2002, and were $109 million and $76 million, respectively, at December 31, 2001. The company has multiple non-pension postretirement benefit plans for health and life insurance. The health care plans are contributory, with participant and company contributions adjusted annually; the life insurance plans are non-contributory. For most groups of retirees, any increase in the annual health care escalation rate above 4.5 percent is borne by the participant. The weighted-average health care cost trend rate for those participants not subject to the cap is assumed to decrease gradually from 10 percent in 2003 to 5 percent in 2009. 126 The assumed health care cost trend rate impacts the amounts reported. A one-percentage-point change in the assumed health care cost trend rate would have the following effects on the 2002 amounts:
Millions of Dollars --------------------------- One-Percentage-Point --------------------------- Increase Decrease -------- -------- Effect on total of service and interest cost components $ -- -- Effect on the postretirement benefit obligation 3 3 - ---------------------------------------------------------------------------------------
DEFINED CONTRIBUTION PLANS At December 31, 2002, most employees (excluding retail service station employees) were eligible to participate in either the company-sponsored Thrift Plan of Phillips Petroleum Company, the Tosco Corporation Capital Accumulation Plan, or the Thrift Plan for Employees of Conoco Inc. Employees could contribute a portion of their salaries to various investment funds, including a company stock fund, a percentage of which was matched by the company. In addition, eligible participants in the Tosco Corporation Capital Accumulation Plan could receive an additional company contribution in lieu of pension plan benefits. Company contributions charged to expense in total for all three plans were $40 million in 2002, and $14 million in 2001 and $6 million in 2000. The company's Long-Term Stock Savings Plan (LTSSP) was a leveraged employee stock ownership plan. Prior to January 1, 2003, employees eligible for the Thrift Plan of Phillips Petroleum Company could also elect to participate in the LTSSP by contributing 1 percent of their salaries and receiving an allocation of shares of common stock proportionate to their contributions. On January 1, 2003, the Thrift Plan of Phillips Petroleum Company and the Tosco Corporation Capital Accumulation Plan were merged into the LTSSP and the name was changed to the ConocoPhillips Savings Plan (and the LTSSP became known as the Stock Savings Feature within that plan). The ConocoPhillips Savings Plan replaced most features available under the Thrift Plan of Phillips Petroleum Company and the Tosco Corporation Capital Accumulation Plan. In addition to participating in the Thrift Plan for Employees of Conoco Inc., on January 1, 2003, heritage Conoco employees became eligible to participate in the Stock Savings Feature of the ConocoPhillips Savings Plan. In 1990, the LTSSP borrowed funds that were used to purchase previously unissued shares of company common stock. Since the company guarantees the LTSSP's borrowings, the unpaid balance is reported as a liability of the company and unearned compensation is shown as a reduction of common stockholders' equity. Dividends on all shares are charged against retained earnings. The debt is serviced by the LTSSP from company contributions and dividends received on certain shares of common stock held by the plan, including all unallocated shares. The shares held by the LTSSP are released for allocation to participant accounts based on debt service payments on LTSSP borrowings. In addition, during the period from 2003 through 2007, when no debt principal payments are scheduled to occur, the company has committed to make direct contributions of stock to the LTSSP, or make prepayments on LTSSP borrowings, to ensure a certain minimum level of stock allocation to participant accounts. The company recognizes interest expense as incurred and compensation expense based on the fair market value of the stock contributed or on the cost of the unallocated shares released, using the shares-allocated method. The company recognized total LTSSP expense of $39 million, $33 million and $40 million in 2002, 2001 and 2000, respectively, all of which was compensation expense. In 2002, 2001 and 2000, respectively, the company made cash contributions to the LTSSP of $2 million, $17 million and 127 $23 million. In 2002, 2001 and 2000, the company contributed 771,479 shares, 292,857 shares and 508,828 shares, respectively, of company common stock from the Compensation and Benefits Trust. The shares had a fair market value of $41 million, $17 million and $24 million, respectively. Dividends used to service debt were $28 million, $28 million and $32 million in 2002, 2001 and 2000, respectively. These dividends reduced the amount of expense recognized each period. Interest incurred on the LTSSP debt in 2002, 2001 and 2000 was $7 million, $17 million and $26 million, respectively. The total LTSSP shares as of December 31 were:
2002 2001 ------------------------------- Unallocated shares 7,717,710 8,379,924 Allocated shares 14,925,443 14,794,203 - -------------------------------------------------------------------------------- Total LTSSP shares 22,643,153 23,174,127 ================================================================================
The fair value of unallocated shares at December 31, 2002, and 2001, was $373 million and $505 million, respectively. STOCK-BASED COMPENSATION PLANS Under the company's Omnibus Securities Plan approved by shareholders in 1993, stock options and stock awards for certain employees were authorized for up to eight-tenths of 1 percent (0.8 percent) of the total outstanding shares as of December 31 of the year preceding the awards. Any shares not issued in the current year were available for future grant. Upon the adoption of the 2002 Omnibus Securities Plan discussed below, the number of shares available for issuance under the Omnibus Securities Plan was limited to 700,000. The term of the Omnibus Securities Plan ended on December 31, 2002. In 2001, shareholders approved the 2002 Omnibus Securities Plan, which has a term of five years, from January 1, 2002, through December 31, 2006, and which is authorized to issue approximately 18,000,000 shares of company common stock. The two plans also provided for non-stock-based awards. Shares of company stock awarded under both plans were:
2002 2001 2000 ------------------------------------- Shares 1,090,082 237,849 319,726 Weighted-average fair value $ 57.84 56.23 46.98 - --------------------------------------------------------------------------------
Stock options granted under provisions of the plans and earlier plans permit purchase of the company's common stock at exercise prices equivalent to the average market price of the stock on the date the options were granted. The options have terms of 10 years and normally become exercisable in increments of up to one-third on each anniversary date following the date of grant. Stock Appreciation Rights (SARs) may, from time to time, be affixed to the options. Options exercised in the form of SARs permit the holder to receive stock, or a combination of cash and stock, subject to a declining cap on the exercise price. 128 The merger was a change-in-control event that resulted in a lapsing of restrictions on, and payout of, stock and stock option awards under the plans. ConocoPhillips offered to exchange certain stock awards under the plans with new awards in the form of restricted stock units. These new restricted stock units were converted, at the time of the merger, into awards based on the same number of shares of ConocoPhillips common stock. Conoco had several stock-based compensation plans that were assumed in the merger: the 1998 Stock and Performance Incentive Plan; the 1998 Key Employee Stock Performance Plan; the 1998 Global Performance Sharing Plan; and the 2001 Global Performance Sharing Plan. Upon the merger, outstanding stock options under these plans were converted to ConocoPhillips stock options at the merger exchange ratio of 0.4677. The Conoco plans award stock options at exercise prices equivalent to the average market price of the stock on the date the option was granted. Awards have option terms of 10 years and become exercisable based on various formulas, including those that become exercisable one year from date of grant, and those that become exercisable in increments of one-third on each anniversary date following date of grant. In total, there were 16 million shares of company stock at December 31, 2002, available for issuance under the Conoco plans. Stock-based compensation expense recognized by ConocoPhillips in connection with all the plans discussed above was $60 million, $21 million and $23 million in 2002, 2001 and 2000, respectively. Beginning in 2003, ConocoPhillips has elected to use the fair-value accounting method provided for under SFAS No. 123, "Accounting for Stock-Based Compensation." The company will use the prospective transition method provided under SFAS 123, applying the fair-value accounting method and recognizing compensation expense for all stock options granted, modified or settled after December 31, 2002. Employee stock options granted prior to 2003 will continue to be accounted for under APB No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Because the exercise price of ConocoPhillips employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is generally recognized under APB No. 25. The following table displays pro forma information as if the provisions of SFAS No. 123 had been applied to employee stock options granted since January 1, 1996:
2002 2001 2000 ------------------------------------ Pro forma net income (loss) in millions $ (358) 1,644 1,850 Pro forma basic income (loss) per share (.74) 5.61 7.27 Pro forma diluted income (loss) per share (.74) 5.57 7.21 - ------------------------------------------------------------------------------------ Assumptions used Risk-free interest rate 4.1% 4.5 5.9 Dividend yield 3.0% 2.5 2.5 Volatility factor 26.2% 27.0 26.0 Average grant date fair value of options $ 11.67 23.19 16.00 Expected life (years) 6 5 5 - ------------------------------------------------------------------------------------
129 In August 2002, ConocoPhillips issued 23.3 million vested stock options to replace unexercised Conoco stock options at the time of the merger. These options had a weighted-average exercise price of $47.65 per option, and a Black-Scholes option-pricing model value of $16.50 per option. In September 2001, ConocoPhillips issued 4.7 million vested stock options to replace unexercised Tosco stock options at the time of the acquisition. These options had a weighted-average exercise price of $23.15 per option, and a Black-Scholes option-pricing model value of $32.51 per option. A summary of ConocoPhillips' stock option activity follows:
Weighted-Average Options Exercise Price ---------- ---------------- Outstanding at December 31, 1999 9,844,524 $39.84 Granted 1,299,500 61.85 Exercised (1,223,779) 30.79 Forfeited (57,278) 47.06 - ------------------------------------------------------------------- ---------------- Outstanding at December 31, 2000 9,862,967 $43.82 Granted (including Tosco exchange) 9,038,571 38.81 Exercised (2,373,062) 22.36 Forfeited (96,126) 60.41 - ------------------------------------------------------------------- ---------------- Outstanding at December 31, 2001 16,432,350 $44.06 Granted (including the merger) 28,830,903 48.11 Exercised (2,032,232) 24.66 Forfeited (124,416) 57.78 - ------------------------------------------------------------------- ---------------- OUTSTANDING AT DECEMBER 31, 2002 43,106,605 $47.65 =================================================================== ----------------
OUTSTANDING AT DECEMBER 31, 2002
Weighted-Average ------------------------------------------ Exercise Prices Options Remaining Lives Exercise Price - ---------------- ---------- --------------- -------------- $ 9.04 TO $31.44 5,067,979 2.18 YEARS $25.06 $31.52 TO $44.91 6,384,431 4.29 YEARS 39.88 $45.75 TO $66.72 31,654,195 7.67 YEARS 52.83 - ----------------------------------------------------------------------------------------------
EXERCISABLE AT DECEMBER 31
Weighted-Average Exercise Exercise Prices Options Price --------------- ---------- ---------------- 2002 $ 9.04 TO $31.44 5,067,979 $25.06 $31.52 TO $44.91 6,384,431 39.88 $45.75 TO $66.72 21,614,181 52.17 - ---------------------------------------------------------------------------------------------- 2001 $ 9.04 to $31.44 3,056,009 $22.67 $31.52 to $44.91 3,075,354 38.06 $45.75 to $64.43 3,525,616 48.32 - ---------------------------------------------------------------------------------------------- 2000 $22.57 to $31.44 1,754,047 $29.42 $32.25 to $44.91 1,674,129 37.49 $45.75 to $62.57 2,029,352 46.46 - ----------------------------------------------------------------------------------------------
130 COMPENSATION AND BENEFITS TRUST (CBT) The CBT is an irrevocable grantor trust, administered by an independent trustee and designed to acquire, hold and distribute shares of the company's common stock to fund certain future compensation and benefit obligations of the company. The CBT does not increase or alter the amount of benefits or compensation that will be paid under existing plans, but offers the company enhanced financial flexibility in providing the funding requirements of those plans. ConocoPhillips also has flexibility in determining the timing of distributions of shares from the CBT to fund compensation and benefits, subject to a minimum distribution schedule. The trustee votes shares held by the CBT in accordance with voting directions from eligible employees, as specified in a trust agreement with the trustee. The company sold 29.2 million shares of previously unissued company common stock to the CBT in 1995 for $37 million of cash, previously contributed to the CBT by ConocoPhillips, and a promissory note from the CBT to ConocoPhillips of $952 million. The CBT is consolidated by ConocoPhillips, therefore the cash contribution and promissory note are eliminated in consolidation. Shares held by the CBT are valued at cost and do not affect earnings per share or total common stockholders' equity until after they are transferred out of the CBT. In 2002 and 2001, shares transferred out of the CBT were 771,479 and 292,857, respectively. At December 31, 2002, 26.8 million shares remained in the CBT. All shares are required to be transferred out of the CBT by January 1, 2021. NOTE 21--TAXES Taxes charged to income from continuing operations were:
Millions of Dollars ---------------------------------- 2002 2001 2000 ---------------------------------- TAXES OTHER THAN INCOME TAXES Excise $ 6,246 2,177 1,781 Property 244 148 108 Production 303 328 278 Payroll 99 54 50 Environmental 5 14 12 Other 40 19 13 - --------------------------------------------------------------------- $ 6,937 2,740 2,242 ===================================================================== INCOME TAXES Federal Current $ 71 133 470 Deferred 56 426 224 Foreign Current 1,188 842 965 Deferred 114 126 127 State and local Current 57 97 100 Deferred (36) 20 14 - --------------------------------------------------------------------- $ 1,450 1,644 1,900 =====================================================================
131 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Major components of deferred tax liabilities and assets at December 31 were:
Millions of Dollars -------------------- 2002 2001 -------------------- DEFERRED TAX LIABILITIES Properties, plants and equipment, and intangibles $10,147 4,750 Investment in joint ventures 1,013 522 Inventory 385 212 Other 144 74 - -------------------------------------------------------------------------------- Total deferred tax liabilities 11,689 5,558 - -------------------------------------------------------------------------------- DEFERRED TAX ASSETS Benefit plan accruals 1,304 450 Accrued dismantlement, removal and environmental costs 724 452 Deferred state income tax 201 164 Other financial accruals and deferrals 311 182 Alternative minimum tax carryforwards 421 180 Operating loss and credit carryforwards 650 310 Other 394 107 - -------------------------------------------------------------------------------- Total deferred tax assets 4,005 1,845 Less valuation allowance 608 263 - -------------------------------------------------------------------------------- Net deferred tax assets 3,397 1,582 - -------------------------------------------------------------------------------- Net deferred tax liabilities $ 8,292 3,976 ================================================================================
Current assets, long-term assets, current liabilities and long-term liabilities included deferred taxes of $68 million, $41 million, $40 million and $8,361 million, respectively, at December 31, 2002, and $47 million, $9 million, $17 million and $4,015 million, respectively, at December 31, 2001. The company has operating loss and credit carryovers in multiple taxing jurisdictions. These attributes generally expire between 2003 and 2009 with some carryovers, including the alternative minimum tax, having indefinite carryforward periods. Valuation allowances have been established for certain operating loss and credit carryforwards that reduce deferred tax assets to an amount that will, more likely than not, be realized. Uncertainties that may affect the realization of these assets include tax law changes and the future level of product prices and costs. Based on the company's historical taxable income, its expectations for the future, and available tax-planning strategies, management expects that the net deferred tax assets will be realized as offsets to reversing deferred tax liabilities and as offsets to the tax consequences of future taxable income. The Conoco purchase price allocation for the merger resulted in net deferred tax liabilities of $4,073 million. Included in this amount is a valuation allowance for certain deferred tax assets of $251 million, for which subsequently recognized tax benefits, if any, will be allocated to goodwill. 132 At December 31, 2002, and December 31, 2001, income considered to be permanently reinvested in certain foreign subsidiaries and foreign corporate joint ventures totaled approximately $569 million and $247 million, respectively. Deferred income taxes have not been provided on this income, as the company does not plan to initiate any action that would require the payment of income taxes. It is not practicable to estimate the amount of additional tax that might be payable on this foreign income if distributed. The amounts of U.S. and foreign income from continuing operations before income taxes, with a reconciliation of tax at the federal statutory rate with the provision for income taxes, were:
Percent of Millions of Dollars Pretax Income ----------------------------- ------------------------------ 2002 2001 2000 2002 2001 2000 ----------------------------- ------------------------------- Income from continuing operations before income taxes United States $ 628 2,080 2,041 29.0% 63.9 54.4 Foreign 1,536 1,175 1,707 71.0 36.1 45.6 - ------------------------------------------------------------------------------------------------------------------------ $ 2,164 3,255 3,748 100.0% 100.0 100.0 ======================================================================================================================== Federal statutory income tax $ 757 1,139 1,312 35.0% 35.0 35.0 Foreign taxes in excess of federal statutory rate 680 515 572 31.4 15.8 15.3 Domestic tax credits (77) (84) (53) (3.6) (2.6) (1.4) Write-off of acquired in-process research and development costs 86 -- -- 4.0 -- -- State income tax 14 76 74 .6 2.3 2.0 Other (10) (2) (5) (.4) -- (.2) - ------------------------------------------------------------------------------------------------------------------------ $ 1,450 1,644 1,900 67.0% 50.5 50.7 ========================================================================================================================
133 NOTE 22--OTHER COMPREHENSIVE INCOME (LOSS) The components and allocated tax effects of other comprehensive income (loss) follow:
Millions of Dollars ------------------------------------------ Tax Expense Before-Tax (Benefit) After-Tax ------------------------------------------- 2002 Minimum pension liability adjustment $(149) (56) (93) Unrealized loss on securities (3) -- (3) Foreign currency translation adjustments 223 41 182 Hedging activities (1) -- (1) Equity affiliates: Foreign currency translation 40 -- 40 Derivatives related (34) -- (34) - --------------------------------------------------------------------------------------- Other comprehensive income $ 76 (15) 91 ======================================================================================= 2001 Minimum pension liability adjustment $(220) (77) (143) Unrealized loss on securities (3) (1) (2) Foreign currency translation adjustments (14) -- (14) Hedging activities (4) -- (4) Equity affiliates: Foreign currency translation (3) -- (3) Derivatives related 17 6 11 - --------------------------------------------------------------------------------------- Other comprehensive loss $(227) (72) (155) ======================================================================================= 2000 Unrealized loss on securities $ (2) (1) (1) Foreign currency translation adjustments (53) -- (53) Equity affiliates: Foreign currency translation (15) -- (15) - --------------------------------------------------------------------------------------- Other comprehensive loss $ (70) (1) (69) =======================================================================================
See Note 20--Employee Benefit Plans for more information on the minimum pension liability adjustment. Unrealized gains on securities relate to available-for-sale securities held by irrevocable grantor trusts that fund certain of the company's domestic, non-qualified supplemental key employee pension plans. Deferred taxes have not been provided on temporary differences related to foreign currency translation adjustments for investments in certain foreign subsidiaries and foreign corporate joint ventures that are essentially permanent in duration. 134 Accumulated other comprehensive loss in the equity section of the balance sheet included:
Millions of Dollars ---------------------- 2002 2001 ---------------------- Minimum pension liability adjustment $(236) (143) Foreign currency translation adjustments 98 (84) Unrealized gain on securities 1 4 Deferred net hedging loss (5) (4) Equity affiliates: Foreign currency translation 1 (39) Derivatives related (23) 11 - ---------------------------------------------------------------------------------------------------------------------------------- Accumulated other comprehensive loss $(164) (255) ==================================================================================================================================
NOTE 23--CASH FLOW INFORMATION
Millions of Dollars ---------------------------------- 2002 2001 2000 ---------------------------------- NON-CASH INVESTING AND FINANCING ACTIVITIES The merger by issuance of stock $15,974 -- -- Acquisition of Tosco by issuance of stock -- 7,049 -- Note payable to purchase properties, plants and equipment -- 25 111 Investment in properties, plants and equipment of businesses through the assumption of non-cash liabilities 181 125 472 Investment in equity affiliates through exchange of non-cash assets and liabilities* -- (15) 4,272 - ---------------------------------------------------------------------------------------------------------------------------------- CASH PAYMENTS Interest $ 441 324 323 Income taxes 1,363 1,504 1,066 - ----------------------------------------------------------------------------------------------------------------------------------
*On March 31, 2000, ConocoPhillips combined its gas gathering, processing and marketing business with the gas gathering, processing, marketing and natural gas liquids business of Duke Energy into DEFS and on July 1, 2000, ConocoPhillips and ChevronTexaco combined the two companies' worldwide chemicals businesses into CPChem. 135 NOTE 24--OTHER FINANCIAL INFORMATION
Millions of Dollars Except Per Share Amounts ------------------------------------ 2002 2001 2000 ------------------------------------ INTEREST Incurred Debt $ 740 524 511 Other 58 45 32 - -------------------------------------------------------------------------------------------------------------- 798 569 543 Capitalized (232) (231) (174) - -------------------------------------------------------------------------------------------------------------- Expensed $ 566 338 369 ============================================================================================================== RESEARCH AND DEVELOPMENT EXPENDITURES--expensed $ 355* 44 43 - -------------------------------------------------------------------------------------------------------------- *Includes $246 million of in-process research and development expenses related to the merger ADVERTISING EXPENSES* $ 37 56 43 - -------------------------------------------------------------------------------------------------------------- *Deferred amounts at December 31 were immaterial in all three years CASH DIVIDENDS paid per common share $ 1.48 1.40 1.36 - -------------------------------------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSACTION GAINS (LOSSES)--after-tax E&P $ (34) 2 (10) R&M 9 3 (3) Chemicals -- -- (1) Corporate and Other 21 (8) (25) - -------------------------------------------------------------------------------------------------------------- $ (4) (3) (39) ==============================================================================================================
NOTE 25--RELATED PARTY TRANSACTIONS Significant transactions with related parties were:
Millions of Dollars ------------------------------------ 2002 2001 2000 ------------------------------------ Operating revenues (a) $ 1,554 935 1,573 Purchases (b) 1,545 1,110 1,347 Operating expenses and selling, general and administrative expenses (c) 279 243 108 Net interest (income) expense (d) (6) 8 (3) - --------------------------------------------------------------------------------------------------------------
(a) ConocoPhillips' Exploration and Production (E&P) segment sells natural gas to Duke Energy Field Services, LLC (DEFS) and crude oil to the Malaysian Refining Company Sdn. Bhd (Melaka), among others, for processing and marketing. Natural gas liquids, solvents and petrochemical feedstocks are sold to Chevron Phillips Chemical Company LLC (CPChem) and refined products are sold to CFJ Properties and GKG Mineraloelhandel GMbH & Co. KG. Also, the company charges several of its affiliates including CPChem; Merey Sweeny, L.P. (MSLP); Hamaca Holding LLC; and Venture 136 Coke Company for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities. (b) ConocoPhillips purchases natural gas and natural gas liquids from DEFS and CPChem for use in its refinery processes and other feedstocks from various affiliates. ConocoPhillips purchases crude oil from Petrozuata C.A. and refined products from Melaka and Ceska rafinerska, a.s. located in the Czech Republic. Also, ConocoPhillips pays fees to various pipeline equity companies for transporting finished refined products. (c) ConocoPhillips pays processing fees to various affiliates, the most significant being MSLP. Additionally, ConocoPhillips pays contract drilling fees to two deepwater drillship affiliates. Fees are paid to ConocoPhillips' pipeline equity companies for transporting crude oil. Commissions are paid to the receivable monetization companies (see Note 13--Sales of Receivables for more information). (d) ConocoPhillips pays and/or receives interest to/from various affiliates including the receivable monetization companies and MSLP. Elimination of the company's equity percentage share of profit or loss on the above transactions was not material. NOTE 26--SEGMENT DISCLOSURES AND RELATED INFORMATION ConocoPhillips has organized its reporting structure based on the grouping of similar products and services, resulting in five operating segments: 1) E&P--This segment explores for and produces crude oil, natural gas, and natural gas liquids worldwide; and mines oil sands to extract bitumen and upgrade it into synthetic crude oil. At December 31, 2002, E&P was producing in the United States; the Norwegian and U.K. sectors of the North Sea; Canada; Nigeria; Venezuela; the Timor Sea; offshore Australia and China; Indonesia; the United Arab Emirates; Vietnam; Russia; and Ecuador. The E&P segment's U.S. and international operations are disclosed separately for reporting purposes. 2) Midstream--Through both consolidated and equity interests, this segment gathers and processes natural gas produced by ConocoPhillips and others, and fractionates and markets natural gas liquids, primarily in the United States, Canada and Trinidad. The Midstream segment includes ConocoPhillips' 30.3 percent equity investment in DEFS. 3) R&M--This segment refines, markets and transports crude oil and petroleum products, mostly in the United States, Europe and Asia. At December 31, 2002, ConocoPhillips owned 12 refineries in the United States (excluding two refineries treated as discontinued operations and reported in Corporate and Other); one in the United Kingdom; one in Ireland; and had equity interests in one refinery in Germany, two in the Czech Republic, and one in Malaysia. The R&M segment's U.S. and international operations are disclosed separately for reporting purposes. 4) Chemicals--This segment manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists primarily of ConocoPhillips' 50 percent equity investment in CPChem. 137 5) Emerging Businesses--This segment encompasses the development of new businesses beyond the company's traditional operations. Emerging Businesses includes new technologies related to carbon fibers, natural gas conversion into clean fuels and related products (gas-to-liquids), fuels technology, and power generation. Corporate and Other includes general corporate overhead; all interest income and expense; preferred dividend requirements of capital trusts; discontinued operations; restructuring charges; goodwill resulting from the merger of Conoco and Phillips that has not yet been allocated to the operating segments; certain eliminations; and various other corporate activities. Corporate assets include all cash and cash equivalents. The company evaluates performance and allocates resources based on, among other items, net income. Segment accounting policies are the same as those in Note 1--Accounting Policies. Intersegment sales are at prices that approximate market. 138 ANALYSIS OF RESULTS BY OPERATING SEGMENT
Millions of Dollars --------------------------------------- 2002 2001 2000 --------------------------------------- SALES AND OTHER OPERATING REVENUES E&P United States $ 7,222 5,879 5,346 International 4,850 2,266 2,919 Intersegment eliminations-U.S (1,304) (534) (433) Intersegment eliminations-international (484) -- (221) - --------------------------------------------------------------------------------------------------------------- E&P 10,284 7,611 7,611 - --------------------------------------------------------------------------------------------------------------- Midstream Total sales 2,049 1,193 1,819 Intersegment eliminations (510) (416) (665) - --------------------------------------------------------------------------------------------------------------- Midstream 1,539 777 1,154 - --------------------------------------------------------------------------------------------------------------- R&M United States 41,011 16,445 11,570 International 5,630 142 532 Intersegment eliminations-U.S (1,773) (92) (361) Intersegment eliminations-international -- -- -- - --------------------------------------------------------------------------------------------------------------- R&M 44,868 16,495 11,741 - --------------------------------------------------------------------------------------------------------------- Chemicals Total sales 13 -- 1,794 Intersegment eliminations -- -- (147) - --------------------------------------------------------------------------------------------------------------- Chemicals 13 -- 1,647 - --------------------------------------------------------------------------------------------------------------- Emerging Businesses 36 7 -- Corporate and Other 8 2 2 - --------------------------------------------------------------------------------------------------------------- Consolidated sales and other operating revenues $ 56,748 24,892 22,155 =============================================================================================================== DEPRECIATION, DEPLETION, AMORTIZATION AND IMPAIRMENTS E&P United States $ 999 817 552 International 735 324 487 - --------------------------------------------------------------------------------------------------------------- Total E&P 1,734 1,141 1,039 - --------------------------------------------------------------------------------------------------------------- Midstream 19 1 24 - --------------------------------------------------------------------------------------------------------------- R&M United States 564 203 139 International 50 1 -- - --------------------------------------------------------------------------------------------------------------- Total R&M 614 204 139 - --------------------------------------------------------------------------------------------------------------- Chemicals -- -- 54 Emerging Businesses 4 -- -- Corporate and Other 29 24 13 - --------------------------------------------------------------------------------------------------------------- Consolidated depreciation, depletion, amortization and impairments $ 2,400 1,370 1,269 ===============================================================================================================
139
Millions of Dollars --------------------------------------- 2002 2001 2000 --------------------------------------- EQUITY IN EARNINGS OF AFFILIATES E&P United States $ 29 9 15 International 162 19 16 - --------------------------------------------------------------------------------------------------------------- Total E&P 191 28 31 - --------------------------------------------------------------------------------------------------------------- Midstream 46 165 137 - --------------------------------------------------------------------------------------------------------------- R&M United States 43 88 28 International -- -- 8 - --------------------------------------------------------------------------------------------------------------- Total R&M 43 88 36 - --------------------------------------------------------------------------------------------------------------- Chemicals (16) (240) (90) Emerging Businesses (3) -- -- Corporate and Other -- -- -- - --------------------------------------------------------------------------------------------------------------- Consolidated equity in earnings of affiliates $ 261 41 114 =============================================================================================================== INCOME TAXES E&P United States $ 473 670 744 International 1,337 913 1,050 - --------------------------------------------------------------------------------------------------------------- Total E&P 1,810 1,583 1,794 - --------------------------------------------------------------------------------------------------------------- Midstream 42 73 91 - --------------------------------------------------------------------------------------------------------------- R&M United States 90 210 115 International (11) -- 10 - --------------------------------------------------------------------------------------------------------------- Total R&M 79 210 125 - --------------------------------------------------------------------------------------------------------------- Chemicals (18) (89) 21 Emerging Businesses (38) (7) -- Corporate and Other (425) (126) (131) - --------------------------------------------------------------------------------------------------------------- Consolidated income taxes $ 1,450 1,644 1,900 =============================================================================================================== NET INCOME (LOSS) E&P United States $ 1,156 1,342 1,388 International 593 357 557 - --------------------------------------------------------------------------------------------------------------- Total E&P 1,749 1,699 1,945 - --------------------------------------------------------------------------------------------------------------- Midstream 55 120 162 - --------------------------------------------------------------------------------------------------------------- R&M United States 138 395 209 International 5 2 29 - --------------------------------------------------------------------------------------------------------------- Total R&M 143 397 238 - --------------------------------------------------------------------------------------------------------------- Chemicals (14) (128) (46) Emerging Businesses (310)* (12) -- Corporate and Other (1,918) (415) (437) - --------------------------------------------------------------------------------------------------------------- Consolidated net income (loss) $ (295) 1,661 1,862 =============================================================================================================== *Includes a non-cash $246 million write-off of acquired in-process research and development costs.
140
Millions of Dollars --------------------------------------- 2002 2001 2000 --------------------------------------- INVESTMENTS IN AND ADVANCES TO AFFILIATES E&P United States $ 156 13 5 International 2,184 573 342 - --------------------------------------------------------------------------------------------------------------- Total E&P 2,340 586 347 - --------------------------------------------------------------------------------------------------------------- Midstream 318 166 43 - --------------------------------------------------------------------------------------------------------------- R&M United States 762 166 147 International 416 -- -- - --------------------------------------------------------------------------------------------------------------- Total R&M 1,178 166 147 - --------------------------------------------------------------------------------------------------------------- Chemicals 2,050 1,852 2,046 Emerging Businesses -- -- -- Corporate and Other 14 18 29 - --------------------------------------------------------------------------------------------------------------- Consolidated investments in and advances to affiliates $ 5,900 2,788 2,612 =============================================================================================================== TOTAL ASSETS E&P United States $ 14,196 9,501 9,296 International 19,541 5,295 4,538 - --------------------------------------------------------------------------------------------------------------- Total E&P 33,737 14,796 13,834 - --------------------------------------------------------------------------------------------------------------- Midstream 1,931 196 145 - --------------------------------------------------------------------------------------------------------------- R&M United States 19,553 14,553 3,112 International 3,632 183 68 - --------------------------------------------------------------------------------------------------------------- Total R&M 23,185 14,736 3,180 - --------------------------------------------------------------------------------------------------------------- Chemicals 2,095 1,934 2,170 Emerging Businesses 737 2 -- Corporate and Other 15,151 3,553 1,180 - --------------------------------------------------------------------------------------------------------------- Consolidated total assets $ 76,836 35,217 20,509 =============================================================================================================== CAPITAL EXPENDITURES AND INVESTMENTS* E&P United States $ 1,205 1,354 951 International 2,071 1,162 726 - --------------------------------------------------------------------------------------------------------------- Total E&P 3,276 2,516 1,677 - --------------------------------------------------------------------------------------------------------------- Midstream 5 -- 17 - --------------------------------------------------------------------------------------------------------------- R&M United States 676 423 217 International 164 5 -- - --------------------------------------------------------------------------------------------------------------- Total R&M 840 428 217 - --------------------------------------------------------------------------------------------------------------- Chemicals 60 6 67 Emerging Businesses 122 -- -- Corporate and Other 85 66 39 - --------------------------------------------------------------------------------------------------------------- Consolidated capital expenditures and investments $ 4,388 3,016 2,017 ===============================================================================================================
*Including dry hole costs. 141 Additional information on items included in Corporate and Other (on a before-tax basis unless otherwise noted):
Millions of Dollars --------------------------------------- 2002 2001 2000 --------------------------------------- Interest income $ 40 13 28 Interest expense 566 338 369 Extraordinary losses, after-tax 16 10 -- Significant non-cash items Impairments included in discontinued operations 1,048 -- -- Loss accruals related to retail site leases included in discontinued operations 477 -- -- Restructuring charges, net of benefits paid 269 -- -- - --------------------------------------------------------------------------------------------------------------------------
GEOGRAPHIC INFORMATION
Millions of Dollars --------------------------------------------------------------------------------------- Other United United Foreign Worldwide States Norway Kingdom Canada Countries Consolidated --------------------------------------------------------------------------------------- 2002 Sales and Other Operating Revenues* $46,674 1,850 3,387 997 3,840 56,748 - -------------------------------------------------------------------------------------------------------------------------- Long-Lived Assets** $28,492 3,767 4,969 3,460 8,242 48,930 - -------------------------------------------------------------------------------------------------------------------------- 2001 Sales and Other Operating Revenues* $22,466 1,322 380 42 682 24,892 - -------------------------------------------------------------------------------------------------------------------------- Long-Lived Assets** $19,955 1,484 654 29 2,799 24,921 - -------------------------------------------------------------------------------------------------------------------------- 2000 Sales and Other Operating Revenues* $18,700 231 2,183 175 866 22,155 - -------------------------------------------------------------------------------------------------------------------------- Long-Lived Assets** $13,198 1,487 709 30 1,831 17,255 - --------------------------------------------------------------------------------------------------------------------------
*Sales and other operating revenues are attributable to countries based on the location of the operations generating the revenues. **Defined as net properties, plants and equipment plus investments in and advances to affiliates. 142 NOTE 27--NEW ACCOUNTING STANDARDS In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 was adopted by the company on January 1, 2003, and requires major changes in the accounting for asset retirement obligations, such as required decommissioning of oil and gas production platforms, facilities and pipelines. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period when it is incurred (typically when the asset is installed at the production location). When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related property, plant and equipment. Over time, the liability is accreted for the change in its present value each period, and the initial capitalized cost is depreciated over the useful life of the related asset. Upon adoption of SFAS No. 143, the company adjusted its recorded asset retirement obligations to the new requirements using a cumulative-effect approach as required. All transition amounts were measured using the company's current information, assumptions, and credit-adjusted, risk-free interest rates. While the original discount rates used to establish an asset retirement obligation will not change in the future, changes in cost estimates or the timing of expenditures will result in immediate adjustments to the recorded liability, with an offsetting adjustment to properties, plants and equipment. Application of the new rules, effective January 1, 2003, should result in an increase in net properties, plants and equipment of approximately $1.2 billion, an asset retirement obligation liability increase of approximately $1.1 billion, and a cumulative after-tax effect of adoption gain that is expected to increase net income and stockholders' equity by approximately $137 million. The estimated after-tax impact on income before extraordinary items and cumulative effect of changes in accounting principle for the year 2003 is an improvement of $33 million. The majority of the liability and asset increase is attributable to assets acquired in the merger and production facilities in Alaska. Following prevalent oil and gas industry practice for acquisitions completed prior to January 1, 2003, ConocoPhillips did not record an initial liability for the estimated cost of removing properties, plants and equipment at the end of their useful lives. Instead, estimated removal costs were accrued on a unit-of-production basis as an additional component of depreciation, building the removal cost liability over the remaining useful lives of the properties, plants and equipment. However, upon adoption of SFAS No. 143, these asset retirement obligations are required to be recorded, significantly increasing asset retirement liabilities on the balance sheet with an offsetting increase to properties, plants and equipment. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," (VIEs) in an effort to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. In general, a VIE is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Interpretation No. 46 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss from the VIE's activities, is entitled to receive a majority of the VIE's residual returns, or both. The interpretation also requires disclosures about VIEs that the company is not required to consolidate, but in which it has a significant variable interest. The consolidation requirements of Interpretation No. 46 applied immediately to variable interest entities created after January 31, 2003, and to older entities no later than the third quarter of 2003. The company is studying the impact of the interpretation on existing variable interest entities with which the company is involved. Certain of the disclosure requirements are required in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. These are included in Note 28--Variable Interest Entities. 143 In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities initiated after December 31, 2002, and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value at the date the liability is incurred, rather than at the commitment date. The company plans to apply the provisions of SFAS No. 146 prospectively for restructuring activities initiated in 2003 and future years. However, for restructuring activities initiated in 2002 the company will continue to apply EITF Issue Nos. 94-3 and 95-3 until those identified restructuring activities are completed. See Note 4--Discontinued Operations and Note 5--Restructuring for more information. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." For specified guarantees issued or modified after December 31, 2002, the interpretation requires a guarantor to recognize, at the inception of the guarantee, a liability for the fair value of all the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready and make cash payments over the term of the guarantee in the event that specified triggering events or conditions occur. The measurement of the liability for the fair value of the guarantee obligation should be based on the premium that would be required to issue the same guarantee in a stand-alone arm's-length transaction with an unrelated party if that information is available, or estimated using expected present value measurement techniques. For specified guarantees existing as of December 31, 2002, the interpretation also requires a guarantor to disclose (a) the nature of the guarantee, including how the guarantee arose and the events or circumstances that would require the guarantor to perform under the guarantee; (b) the maximum potential amount of future payments under the guarantee; (c) the carrying amount of the liability; and (d) the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. The required disclosures are included in Note 14--Guarantees. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The rescission of SFAS No. 4 will require that gains and losses on extinguishments of debt no longer be presented as extraordinary items in the income statement, commencing in 2003. All prior periods will be restated to reflect this change in presentation. See Note 2--Extraordinary Items and Accounting Change. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," an amendment of SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. ConocoPhillips adopted the fair-value method recommended by SFAS No. 123 on January 1, 2003, and is using the prospective transition method. See Note 20--Employee Benefit Plans for more information on this accounting change. In 2003, the FASB is expected to issue SFAS No. 149, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity," to address the balance sheet classification of certain financial instruments that have characteristics of both liabilities and equity. SFAS No. 149 is expected to provide that mandatorily redeemable instruments meet the conceptual definition of liabilities and must be presented as such on the balance sheet. The statement is expected to be effective upon issuance for all contracts created or modified after the issuance date and is otherwise effective on all previously existing contracts no later than the third quarter of 2003. ConocoPhillips is currently evaluating the impact of proposed SFAS No. 149, and it is likely that some or all of currently reported mandatorily redeemable preferred stock and minority interest securities will be reclassified as liabilities. See Note 17--Preferred Stock and Other Minority Interests for more information. 144 NOTE 28--VARIABLE INTEREST ENTITIES In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," which provides guidance related to identifying variable interest entities and determining whether such entities should be consolidated. See Note 27--New Accounting Standards for further explanation of this new accounting standard. As required, the company will immediately apply this interpretation to variable interest entities created, or interests in variable interest entities obtained, after January 31, 2003. For variable interest entities created before February 1, 2003, the company will initially apply the guidance in this interpretation in the third quarter of 2003. At that time, if the company is determined to be the primary beneficiary of a variable interest entity created before February 1, 2003, the company will consolidate that entity. This interpretation excludes the QSPE's discussed in Note 13--Sales of Receivables. The company is still evaluating the impact of this very recent, complex interpretation on existing potential variable interest entities in which the company is involved. Based on a preliminary review, when the company initially applies the guidance of this interpretation in July 2003, it is reasonably possible that the company will be required to begin consolidating entities in the following areas: o The company leases ocean transport vessels, drillships, corporate aircraft, service stations, office buildings, and certain refining equipment from special purpose entities (SPEs) that are third-party trusts established by a trustee and principally funded by financial institutions. If the company is required to consolidate all of these entities, the assets of the entities and debt of approximately $2.4 billion would be required to be included in the consolidated financial statements. The company's maximum exposure to loss as a result of its involvement with the entities would be the debt of the entity, less the fair value of the assets at the end of the lease terms. Of the $2.4 billion debt that would be consolidated, approximately $1.5 billion is associated with a major portion of the company's owned retail stores that the company has announced it plans to sell. As a result of the planned divestiture, the company plans to exercise purchase option provisions during 2003 and terminate various operating leases involving approximately 900 store sites and two office buildings. In addition, see Note 4--Discontinued Operations for details regarding the provisions recorded for losses and penalties in the fourth quarter of 2002 for the planned divestiture. Depending upon the timing of the company's exercise of these purchase options, and the determination of whether or not the lessor entities in these operating leases are variable interest entities requiring consolidation in 2003, some or all of these lessor entities could become consolidated subsidiaries of the company prior to the exercise of the purchase options and termination of the leases. See Note 14--Guarantees and Note 19--Non-Mineral Leases. o In December 2001, in order to raise funds for general corporate purposes, Conoco and Cold Spring Finance S.a.r.l. formed Ashford Energy Capital S.A. through the contribution of cash and a Conoco subsidiary promissory note. Through its $504 million investment, Cold Spring is entitled to a cumulative annual preferred return, based on three-month LIBOR rates plus 1.27 percent. The preferred return at December 31, 2002, was 2.70 percent. The company already consolidates Ashford and reports Cold Spring's investment as a minority interest. If it is determined that Cold Spring is a variable interest entity, the company may have to consolidate Cold Spring under Interpretation No. 46. If that were to occur, Cold Spring's financing of approximately $500 million at December 31, 2002, could be reported as debt of ConocoPhillips. 145 - -------------------------------------------------------------------------------- OIL AND GAS OPERATIONS (Unaudited) Exploration and Production In accordance with SFAS No. 69, "Disclosures about Oil and Gas Producing Activities," and regulations of the U.S. Securities and Exchange Commission, the company is making certain supplemental disclosures about its oil and gas exploration and production operations. While this information was developed with reasonable care and disclosed in good faith, it is emphasized that some of the data is necessarily imprecise and represents only approximate amounts because of the subjective judgments involved in developing such information. Accordingly, this information may not necessarily represent the current financial condition of the company or its expected future results. ConocoPhillips' disclosures by geographic areas include the United States (U.S.), Norway, the United Kingdom (U.K.), Canada and Other Areas. Other Areas include Nigeria, China, Australia, the Timor Sea, Indonesia, Vietnam, United Arab Emirates, Ecuador and other countries. When the company uses equity accounting for operations that have proved reserves, these oil and gas operations are shown separately and designated as Equity Affiliates. In 2002, these consisted of two heavy-oil projects in Venezuela, an oil development project in northern Russia and a heavy-oil project in Canada. In 2001 and 2000 this consisted of a heavy-oil project in Venezuela. Amounts in 2000 were impacted by ConocoPhillips' purchase of all of Atlantic Richfield Company's (ARCO) Alaska businesses in late April 2000. Amounts in 2002 were impacted by the merger of Conoco and Phillips (the merger) in late August 2002.
CONTENTS--OIL AND GAS OPERATIONS PAGE - -------------------------------------------------------------------------------- Proved Reserves Worldwide 147 Results of Operations 153 Statistics 155 Costs Incurred 159 Capitalized Costs 160 Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities 161
146 o PROVED RESERVES WORLDWIDE
Years Ended CRUDE OIL December 31 ----------------------------------------------------------------------------------------------------- Millions of Barrels ----------------------------------------------------------------------------------------------------- Consolidated Operations ------------------------------------------------------------------------------ Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ----------------------------------------------------------------------------------------------------- DEVELOPED AND UNDEVELOPED End of 1999 33 109 142 521 57 12 232 964 -- 964 Revisions 9 12 21 73 3 (2) 1 96 -- 96 Improved recovery 31 -- 31 5 -- -- -- 36 -- 36 Purchases 1,594 1 1,595 -- -- -- -- 1,595 -- 1,595 Extensions and discoveries 12 3 15 -- -- 6 34 55 613 668 Production (75) (12) (87) (41) (9) (2) (19) (158) -- (158) Sales -- (1) (1) -- -- (12) -- (13) -- (13) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2000 1,604 112 1,716 558 51 2 248 2,575 613 3,188 Revisions 77 (2) 75 51 (6) -- 4 124 48 172 Improved recovery 67 1 68 12 -- -- -- 80 -- 80 Purchases -- -- -- -- -- -- 17 17 -- 17 Extensions and discoveries 9 6 15 -- 2 -- 12 29 -- 29 Production (126) (12) (138) (43) (6) -- (19) (206) (1) (207) Sales -- -- -- -- -- -- (3) (3) -- (3) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2001 1,631 105 1,736 578 41 2 259* 2,616 660 3,276 Revisions 32 (8) 24 (26) (5) 5 (32) (34) (27) (61) Improved recovery 46 1 47 5 2 -- -- 54 -- 54 Purchases -- 132 132 262 143 101 223 861 733 1,594 Extensions and discoveries 14 6 20 3 3 1 22 49 4 53 Production (120) (14) (134) (58) (14) (5) (24) (235) (13) (248) Sales -- (2) (2) (13) (7) (13) (1) (36) -- (36) - ---------------------------------------------------------------------------------------------------------------------------------- END OF 2002 1,603 220 1,823 751 163 91 447** 3,275 1,357 4,632 ================================================================================================================================== DEVELOPED End of 1999 25 93 118 433 37 10 114 712 -- 712 End of 2000 1,207 98 1,305 478 25 2 116 1,926 -- 1,926 End of 2001 1,275 91 1,366 513 21 2 96 1,998 47 2,045 END OF 2002 1,335 169 1,504 611 102 81 223 2,521 378 2,899 - ----------------------------------------------------------------------------------------------------------------------------------
*Includes proved reserves of 17 million barrels attributable to a consolidated subsidiary in which there is a 13 percent minority interest. **Includes proved reserves of 14 million barrels attributable to a consolidated subsidiary in which there is a 10 percent minority interest. 147 o Purchases in 2002 were primarily related to the merger. Other Areas in 2002 includes 1 million barrels related to an operation that was classified as discontinued following the merger, and was sold by year-end. The amount for this operation was not included in the schedule of sources of change in discounted future net cash flows, or as a part of the company's per-unit finding and development cost calculation. o At the end of 2000 and 1999, Other Areas included 2 million and 14 million barrels, respectively, of reserves in Venezuela in which the company had an economic interest through risk-service contracts. These properties were sold in June 2001. Net production to the company was approximately 400,000 barrels in 2001; 1,200,000 barrels in 2000; and 600,000 barrels in 1999. o In addition to conventional crude oil, natural gas and natural gas liquids (NGL) proved reserves, ConocoPhillips has proven oil sands reserves in Canada, associated with a Syncrude project totaling 272 million barrels at the end of 2002. For internal management purposes, ConocoPhillips views these reserves and their development as part of its total exploration and production operations. However, U.S. Securities and Exchange Commission regulations define these reserves as mining related. Therefore, they are not included in the company's tabular presentation of proved crude oil, natural gas and NGL reserves. These oil sand reserves are also not included in the standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities. 148
Years Ended NATURAL GAS December 31 ----------------------------------------------------------------------------------------------------- Billions of Cubic Feet ----------------------------------------------------------------------------------------------------- Consolidated Operations ------------------------------------------------------------------------------ Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ----------------------------------------------------------------------------------------------------- DEVELOPED AND UNDEVELOPED End of 1999 798 2,554 3,352 1,176 681 521 634 6,364 -- 6,364 Revisions 87 183 270 (162) 10 (200) 1 (81) -- (81) Improved recovery -- -- -- 52 -- -- -- 52 -- 52 Purchases 2,448 193 2,641 -- -- -- -- 2,641 -- 2,641 Extensions and discoveries 7 211 218 -- -- 22 4 244 131 375 Production (103) (283) (386) (54) (79) (33) (14) (566) -- (566) Sales -- (5) (5) -- -- (246) -- (251) -- (251) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2000 3,237 2,853 6,090 1,012 612 64 625 8,403 131 8,534 Revisions 60 9 69 (65) (59) (2) 64 7 14 21 Improved recovery -- -- -- 13 -- -- -- 13 -- 13 Purchases -- 12 12 -- 10 -- 10 32 -- 32 Extensions and discoveries 5 405 410 -- 23 -- 374 807 -- 807 Production (141) (261) (402) (53) (68) (7) (40) (570) -- (570) Sales -- -- -- -- (8) -- -- (8) -- (8) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2001 3,161 3,018 6,179 907 510 55 1,033* 8,684 145 8,829 Revisions (27) (70) (97) 4 (24) 16 (75) (176) -- (176) Improved recovery 5 1 6 13 1 -- -- 20 -- 20 Purchases -- 1,862 1,862 1,003 1,580 1,241 2,062 7,748 17 7,765 Extensions and discoveries 2 225 227 -- 43 21 420 711 1 712 Production (147) (340) (487) (68) (158) (59) (68) (840) (2) (842) Sales (5) (1) (6) (1) (3) (97) (161) (268) -- (268) - ---------------------------------------------------------------------------------------------------------------------------------- END OF 2002 2,989 4,695 7,684 1,858 1,949 1,177 3,211** 15,879 161 16,040 ================================================================================================================================== DEVELOPED End of 1999 630 2,317 2,947 856 413 131 349 4,696 -- 4,696 End of 2000 2,969 2,564 5,533 738 321 54 336 6,982 -- 6,982 End of 2001 2,969 2,684 5,653 788 265 45 736 7,487 3 7,490 END OF 2002 2,806 4,302 7,108 1,544 1,734 1,098 1,349 12,833 28 12,861 - ----------------------------------------------------------------------------------------------------------------------------------
*Includes proved reserves of 10 billion cubic feet attributable to a consolidated subsidiary in which there is a 13 percent minority interest. **Includes proved reserves of 10 billion cubic feet attributable to a consolidated subsidiary in which there is a 10 percent minority interest. 149 o Natural gas production may differ from gas production (delivered for sale) in the company's statistics disclosure, primarily because the quantities above include gas consumed at the lease, but omit the gas equivalent of liquids extracted at any ConocoPhillips-owned, equity-affiliate, or third-party processing plant or facility. o Purchases in 2002 were related to the merger. Other Areas in 2002 includes 161 billion cubic feet related to an operation that was classified as discontinued following the merger, and was sold by year-end. The amount for this operation was not included in the schedule of sources of change in discounted future net cash flows, or as a part of the company's per-unit finding and development cost calculation. o Extensions and discoveries in Other Areas in 2002 were primarily in Nigeria. o Sales in Other Areas in 2002 were for a discontinued operation. See note on purchases above. o Natural gas reserves are computed at 14.65 pounds per square inch absolute and 60 degrees Fahrenheit. 150
Years Ended NATURAL GAS LIQUIDS December 31 ----------------------------------------------------------------------------------------------------- Millions of Barrels ----------------------------------------------------------------------------------------------------- Consolidated Operations ------------------------------------------------------------------------------ Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ----------------------------------------------------------------------------------------------------- DEVELOPED AND UNDEVELOPED End of 1999 1 91 92 29 4 4 78 207 -- 207 Revisions 57 11 68 7 -- (2) 2 75 -- 75 Purchases 147 -- 147 -- -- -- -- 147 -- 147 Extensions and discoveries -- 2 2 -- -- -- -- 2 -- 2 Production (7) (8) (15) (2) (1) -- (1) (19) -- (19) Sales -- -- -- -- -- (2) (1) (3) -- (3) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2000 198 96 294 34 3 -- 78 409 -- 409 Revisions (25) 2 (23) -- -- -- 4 (19) -- (19) Improved recovery -- -- -- 1 -- -- -- 1 -- 1 Purchases -- -- -- -- -- -- 10 10 -- 10 Extensions and discoveries -- 2 2 -- -- -- -- 2 -- 2 Production (9) (7) (16) (2) -- -- (1) (19) -- (19) - ---------------------------------------------------------------------------------------------------------------------------------- End of 2001 164 93 257 33 3 -- 91* 384 -- 384 Revisions (4) 5 1 (3) 2 -- (11) (11) -- (11) Improved recovery -- 1 1 -- -- -- -- 1 -- 1 Purchases -- 80 80 12 2 38 21 153 -- 153 Extensions and discoveries -- 4 4 -- -- 1 -- 5 -- 5 Production (9) (9) (18) (2) (1) (2) (1) (24) -- (24) Sales -- -- -- -- -- (2) (1) (3) -- (3) - ---------------------------------------------------------------------------------------------------------------------------------- END OF 2002 151 174 325 40 6 35 99** 505 -- 505 ================================================================================================================================== DEVELOPED End of 1999 1 89 90 22 3 1 17 133 -- 133 End of 2000 197 94 291 27 2 1 17 338 -- 338 End of 2001 163 92 255 29 2 -- 16 302 -- 302 END OF 2002 151 166 317 34 6 30 15 402 -- 402 - ----------------------------------------------------------------------------------------------------------------------------------
*Includes proved reserves of 10 million barrels attributable to a consolidated subsidiary in which there is a 13 percent minority interest. **Includes proved reserves of 9 million barrels attributable to a consolidated subsidiary in which there is a 10 percent minority interest. 151 o Natural gas liquids reserves include estimates of natural gas liquids to be extracted from ConocoPhillips' leasehold gas at gas processing plants or facilities. Estimates are based at the wellhead and assume full extraction. Production above differs from natural gas liquids production per day delivered for sale primarily due to: (1) Natural gas consumed at the lease. (2) Natural gas liquids production delivered for sale includes only natural gas liquids extracted from ConocoPhillips' leasehold gas and sold by ConocoPhillips' Exploration and Production (E&P) segment, whereas the production above also includes natural gas liquids extracted from ConocoPhillips' leasehold gas at equity-affiliate or third-party facilities. o Purchases in 2002 were related to the merger. 152 o RESULTS OF OPERATIONS
Years Ended Millions of Dollars December 31 ---------------------------------------------------------------------------------------------------- Consolidated Operations ----------------------------------------------------------------------------- Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ----------------------------------------------------------------------------------------------------- 2002 Sales $ 2,997 927 3,924 400 794 125 747 5,990 180 6,170 Transfers 102 401 503 1,285 30 235 -- 2,053 62 2,115 Other revenues (2) 3 1 35 28 7 21 92 12 104 - ----------------------------------------------------------------------------------------------------------------------------------- Total revenues 3,097 1,331 4,428 1,720 852 367 768 8,135 254 8,389 Production costs 769 444 1,213 209 134 118 190 1,864 57 1,921 Exploration expenses 101 108 209 33 34 32 276* 584 -- 584 Depreciation, depletion and amortization 552 334 886 206 274 105 85 1,556 30 1,586 Property impairments 4 8 12 -- 41 -- -- 53 -- 53 Transportation costs 681 87 768 75 50 -- 15 908 8 916 Other related expenses 23 16 39 60 15 14 12 140 12 152 - ----------------------------------------------------------------------------------------------------------------------------------- 967 334 1,301 1,137 304 98 190 3,030 147 3,177 Provision for income taxes 294 66 360 857 124 49 275 1,665 (18) 1,647 - ----------------------------------------------------------------------------------------------------------------------------------- Results of operations for producing activities 673 268 941 280 180 49 (85) 1,365 165 1,530 Other earnings 197 18 215 20 (10) 24** (6) 243 (24) 219 - ----------------------------------------------------------------------------------------------------------------------------------- E&P net income (loss) $ 870 286 1,156 300 170 73 (91) 1,608 141 1,749 =================================================================================================================================== 2001 Sales $ 3,020 1,178 4,198 175 371 31 478 5,253 8 5,261 Transfers 119 119 238 1,039 -- -- -- 1,277 -- 1,277 Other revenues 34 26 60 13 10 5 (4) 84 1 85 - ----------------------------------------------------------------------------------------------------------------------------------- Total revenues 3,173 1,323 4,496 1,227 381 36 474 6,614 9 6,623 Production costs 784 328 1,112 124 41 6 92 1,375 2 1,377 Exploration expenses 61 69 130 20 11 -- 154 315 -- 315 Depreciation, depletion and amortization 531 203 734 115 118 4 49 1,020 2 1,022 Property impairments -- -- -- -- -- -- 23 23 -- 23 Transportation costs 726 77 803 27 33 3 6 872 -- 872 Other related expenses 2 5 7 -- (8) 1 28 28 2 30 - ----------------------------------------------------------------------------------------------------------------------------------- 1,069 641 1,710 941 186 22 122 2,981 3 2,984 Provision for income taxes 392 173 565 729 50 7 139 1,490 -- 1,490 - ----------------------------------------------------------------------------------------------------------------------------------- Results of operations for producing activities 677 468 1,145 212 136 15 (17) 1,491 3 1,494 Other earnings 189 8 197 17 -- -- (9) 205 -- 205 - ----------------------------------------------------------------------------------------------------------------------------------- E&P net income (loss) $ 866 476 1,342 229 136 15 (26) 1,696 3 1,699 =================================================================================================================================== 2000 Sales $ 2,252 1,102 3,354 139 481 169 556 4,699 -- 4,699 Transfers 74 275 349 1,186 -- -- -- 1,535 -- 1,535 Other revenues 9 25 34 5 (1) 140 (2) 176 -- 176 - ----------------------------------------------------------------------------------------------------------------------------------- Total revenues 2,335 1,402 3,737 1,330 480 309 554 6,410 -- 6,410 Production costs 494 308 802 118 42 35 100 1,097 -- 1,097 Exploration expenses 38 73 111 14 36 5 138 304 -- 304 Depreciation, depletion and amortization 305 190 495 106 138 68 65 872 -- 872 Property impairments -- 13 13 -- -- -- 87 100 -- 100 Transportation costs 364 101 465 27 39 9 5 545 -- 545 Other related expenses (9) 4 (5) 21 (2) 4 32 50 -- 50 - ----------------------------------------------------------------------------------------------------------------------------------- 1,143 713 1,856 1,044 227 188 127 3,442 -- 3,442 Provision for income taxes 443 207 650 817 69 13 153 1,702 -- 1,702 - ----------------------------------------------------------------------------------------------------------------------------------- Results of operations for producing activities 700 506 1,206 227 158 175 (26) 1,740 -- 1,740 Other earnings 129 53 182 16 (1) -- 8 205 -- 205 - ----------------------------------------------------------------------------------------------------------------------------------- E&P net income (loss) $ 829 559 1,388 243 157 175 (18) 1,945 -- 1,945 ===================================================================================================================================
*Includes a $77 million leasehold impairment charge for an investment in Angola. **Includes $27 million for a Syncrude oil project in Canada that is defined as a mining operation by U.S. Securities and Exchange Commission regulations. 153 o Results of operations for producing activities consist of all the activities within the E&P organization, except for pipeline and marine operations, a liquefied natural gas operation, Syncrude operations, and crude oil and gas marketing activities, which are included in Other earnings. Also excluded are non-E&P activities, including ConocoPhillips' Midstream segment, downstream petroleum and chemical activities, as well as general corporate administrative expenses and interest. o Transfers are valued at prices that approximate market. o Other revenues include gains and losses from asset sales, certain amounts resulting from the purchase and sale of hydrocarbons, and other miscellaneous income. o Production costs consist of costs incurred to operate and maintain wells and related equipment and facilities used in the production of petroleum liquids and natural gas. These costs also include taxes other than income taxes, depreciation of support equipment and administrative expenses related to the production activity. Excluded are depreciation, depletion and amortization of capitalized acquisition, exploration and development costs. o Exploration expenses include dry hole, leasehold impairment, geological and geophysical expenses and the cost of retaining undeveloped leaseholds. Also included are taxes other than income taxes, depreciation of support equipment and administrative expenses related to the exploration activity. o Exploration expenses in 2002 included $77 million for the impairment of a substantial portion of the company's investment in deepwater Block 34, offshore Angola. Initial results released in early May 2002 indicated that the first exploratory well drilled in Block 34 was a dry hole, resulting in ConocoPhillips' reassessment of the fair value of the remainder of the block. o Depreciation, depletion and amortization (DD&A) in Results of Operations differs from that shown for total E&P in Note 26--Segment Disclosures and Related Information in the Notes to Consolidated Financial Statements, mainly due to depreciation of support equipment being reclassified to production or exploration expenses, as applicable, in Results of Operations. In addition, Other earnings include certain E&P activities, including their related DD&A charges. o Transportation costs include costs to transport oil, natural gas or natural gas liquids to their points of sale. The profit element of transportation operations in which the company has an ownership interest are deemed to be outside the oil and gas producing activity. The net income of the transportation operations is included in Other earnings. o Other related expenses include foreign currency gains and losses, and other miscellaneous expenses. o The provision for income taxes is computed by adjusting each country's income before income taxes for permanent differences related to the oil and gas producing activities that are reflected in the company's consolidated income tax expense for the period, multiplying the result by the country's statutory tax rate and adjusting for applicable tax credits. o Other earnings consist of activities within the E&P segment that are not a part of the "Results of operations for producing activities." These non-producing activities include pipeline and marine operations, liquefied natural gas operations, Syncrude operations, and crude oil and gas marketing activities. 154 o STATISTICS
NET PRODUCTION 2002 2001 2000 ---------------------------- Thousands of Barrels Daily ---------------------------- CRUDE OIL Alaska 331 339 207 Lower 48 40 34 34 - --------------------------------------------------------------------------------- United States 371 373 241 Norway 157 117 114 United Kingdom 39 19 25 Canada 13 1 6 Other areas 67 51 51 - --------------------------------------------------------------------------------- Total consolidated 647 561 437 Equity affiliates 35 2 -- - --------------------------------------------------------------------------------- 682 563 437 ================================================================================= NATURAL GAS LIQUIDS* Alaska 24 25 19 Lower 48 8 1 1 - --------------------------------------------------------------------------------- United States 32 26 20 Norway 6 5 5 United Kingdom 2 2 2 Canada 4 -- 1 Other areas 2 2 1 - --------------------------------------------------------------------------------- 46 35 29 =================================================================================
*Represents amounts extracted attributable to E&P operations (see natural gas liquids reserves for further discussion). Includes for 2002, 2001 and 2000, 14,000, 15,000 and 12,000 barrels daily in Alaska, respectively, that were sold from the Prudhoe Bay lease to the Kuparuk lease for reinjection to enhance crude oil production.
Millions of Cubic Feet Daily ----------------------------- NATURAL GAS* Alaska 175 177 158 Lower 48 928 740 770 - --------------------------------------------------------------------------------- United States 1,103 917 928 Norway 171 130 136 United Kingdom 424 178 214 Canada 165 18 83 Other areas 180 92 33 - --------------------------------------------------------------------------------- Total consolidated 2,043 1,335 1,394 Equity affiliates 4 -- -- - --------------------------------------------------------------------------------- 2,047 1,335 1,394 =================================================================================
*Represents quantities available for sale. Excludes gas equivalent of natural gas liquids shown above. 155
2002 2001 2000 ------------------------------- AVERAGE SALES PRICES CRUDE OIL PER BARREL Alaska $ 23.75 23.60 28.87 Lower 48 24.48 23.27 28.57 United States 23.83 23.57 28.83 Norway 25.21 24.02 28.27 United Kingdom 25.33 24.52 28.19 Canada 22.87 26.96 28.21 Other areas 25.33 24.30 28.87 Total international 25.14 24.16 28.42 Total consolidated 24.38 23.77 28.65 Equity affiliates 18.41 12.36 -- Worldwide 24.07 23.74 28.65 - ---------------------------------------------------------------------------------------------- NATURAL GAS LIQUIDS PER BARREL Alaska $ 23.48 23.61 28.97 Lower 48 15.66 22.47 22.97 United States 20.00 23.49 27.94 Norway 16.51 16.55 14.13 United Kingdom 20.61 18.49 20.57 Canada 20.39 18.77 25.49 Other areas 7.23 7.22 7.18 Total international 17.47 14.61 15.14 Worldwide 18.93 19.74 21.20 - ---------------------------------------------------------------------------------------------- NATURAL GAS (LEASE) PER THOUSAND CUBIC FEET Alaska $ 1.85 1.75 1.40 Lower 48 2.79 3.68 3.56 United States 2.75 3.56 3.47 Norway 3.20 3.53 2.56 United Kingdom 2.92 2.88 2.61 Canada 3.03 3.80 3.26 Other areas 1.90 .50 .50 Total international 2.79 2.60 2.56 Total consolidated 2.77 3.23 3.13 Equity affiliates 2.71 -- -- Worldwide 2.77 3.23 3.13 - ---------------------------------------------------------------------------------------------- AVERAGE PRODUCTION COSTS PER BARREL OF OIL EQUIVALENT Alaska $ 5.48 5.46 5.35 Lower 48 6.00 5.67 5.15 United States 5.66 5.52 5.27 Norway 2.99 2.36 2.28 United Kingdom 3.29 2.22 1.83 Canada 7.26 4.08 4.59 Other areas 5.26 3.69 4.75 Total international 3.99 2.70 2.85 Total consolidated 4.94 4.60 4.29 Equity affiliates 4.38 2.74 -- Worldwide 4.92 4.60 4.29 - ----------------------------------------------------------------------------------------------
156
2002 2001 2000 ------------------------------- DEPRECIATION, DEPLETION AND AMORTIZATION PER BARREL OF OIL EQUIVALENT Alaska $ 3.94 3.70 3.30 Lower 48 4.52 3.51* 3.18 United States 4.14 3.58 3.25 Norway 2.95 2.19 2.04 United Kingdom 6.73 6.38 6.02 Canada 6.46 2.72 8.91 Other areas 2.35 1.96 3.09 Total international 4.11 2.94 3.64 Total consolidated 4.13 3.37 3.41 Equity affiliates 2.30 2.74 -- Worldwide 4.06 3.37 3.41 - ----------------------------------------------------------------------------------------------
*Includes a $12 million charge related to an asset transfer.
- ---------------------------------------------------------------------------------------------- NET WELLS COMPLETED* Productive Dry ---------------------- ---------------------- 2002 2001 2000 2002 2001 2000 ---------------------- ---------------------- EXPLORATORY Alaska -- 1 -- 4 1 1 Lower 48 29 63 45 6 3 4 - ---------------------------------------------------------------------------------------------- United States 29 64 45 10 4 5 Norway -- ** ** ** -- -- United Kingdom ** ** 1 2 1 1 Canada 19 -- 3 2 -- 1 Other areas 2 2 6 7 1 6 - ---------------------------------------------------------------------------------------------- Total consolidated 50 66 55 21 6 13 Equity affiliates 3 -- -- 1 -- -- - ---------------------------------------------------------------------------------------------- 53 66 55 22 6 13 ============================================================================================== DEVELOPMENT Alaska 48 47 52 1 2 1 Lower 48 283 333 208 14 11 8 - ---------------------------------------------------------------------------------------------- United States 331 380 260 15 13 9 Norway 4 3 1 -- -- -- United Kingdom 7 1 1 -- -- -- Canada 20 5 8 1 -- 1 Other areas 13 2 6 ** -- -- - ---------------------------------------------------------------------------------------------- Total consolidated 375 391 276 16 13 10 Equity affiliates 49 20 -- 1 -- -- - ---------------------------------------------------------------------------------------------- 424 411 276 17 13 10 ==============================================================================================
*Includes wildcat and production step-out wells. Excludes farmout arrangements. **ConocoPhillips' total proportionate interest was less than one. 157
WELLS AT YEAR-END 2002 Productive** --------------------------------------- In Progress* Oil Gas ----------------- ----------------- ----------------- Gross Net Gross Net Gross Net ----------------- ----------------- ----------------- Alaska 25 15 1,680 735 24 15 Lower 48 101 61 11,801 2,826 15,534 7,586 - ------------------------------------------------------------------------------------ United States 126 76 13,481 3,561 15,558 7,601 Norway 13 2 519 85 60 7 United Kingdom 14 5 189 37 288 87 Canada 7 5 3,395 2,408 5,359 3,463 Other areas 33 16 943 321 76 31 - ------------------------------------------------------------------------------------ Total consolidated 193 104 18,527 6,412 21,341 11,189 Equity affiliates 4 2 2,095 875 161 63 - ------------------------------------------------------------------------------------ 197 106 20,622 7,287 21,502 11,252 ====================================================================================
*Includes wells that have been temporarily suspended. **Includes 3,205 gross and 1,554 net multiple completion wells. ACREAGE AT DECEMBER 31, 2002
Thousands of Acres ------------------------ Gross Net ------------------------ DEVELOPED Alaska 878 431 Lower 48 5,219 3,142 - ------------------------------------------------------------------------------------ United States 6,097 3,573 Norway 430 47 United Kingdom 1,496 465 Canada 4,764 2,343 Other areas 5,147 2,128 - ------------------------------------------------------------------------------------ Total consolidated 17,934 8,556 Equity affiliates 490 151 - ------------------------------------------------------------------------------------ 18,424 8,707 ==================================================================================== UNDEVELOPED Alaska 2,467 1,422 Lower 48 3,494 2,115 - ------------------------------------------------------------------------------------ United States 5,961 3,537 Norway 5,243 1,309 United Kingdom 3,298 1,379 Canada 13,631 7,716 Other areas* 118,115 78,324 - ------------------------------------------------------------------------------------ Total consolidated 146,248 92,265 Equity affiliates 2,118 943 - ------------------------------------------------------------------------------------ 148,366 93,208 ====================================================================================
*Includes two Somalia concessions where operations have been suspended by declarations of force majeure totaling 33,905 thousand gross and net acres. 158 o COSTS INCURRED
Millions of Dollars ---------------------------------------------------------------------------------------------------- Consolidated Operations ----------------------------------------------------------------------------- Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ---------------------------------------------------------------------------------------------------- 2002 Acquisition $ 9 3,735 3,744 1,348 3,050 2,562 2,064 12,768 1,671 14,439 Exploration 94 112 206 33 28 58 309 634 1 635 Development 433 409 842 174 232 46 857 2,151 467 2,618 - ----------------------------------------------------------------------------------------------------------------------------------- $ 536 4,256 4,792 1,555 3,310 2,666 3,230 15,553 2,139 17,692 =================================================================================================================================== 2001 Acquisition $ 17 37 54 -- -- -- 228 282 -- 282 Exploration 93 57 150 26 18 -- 223 417 -- 417 Development 610 312 922 94 75 3 401 1,495 420 1,915 - ----------------------------------------------------------------------------------------------------------------------------------- $ 720 406 1,126 120 93 3 852 2,194 420 2,614 =================================================================================================================================== 2000 Acquisition $5,787 151 5,938 36 -- 33 5 6,012 3 6,015 Exploration 32 66 98 17 36 6 213 370 -- 370 Development 422 218 640 71 50 42 192 995 135 1,130 - ----------------------------------------------------------------------------------------------------------------------------------- $6,241 435 6,676 124 86 81 410 7,377 138 7,515 ===================================================================================================================================
o Costs incurred include capitalized and expensed items. o Acquisition costs include the costs of acquiring proved and unproved oil and gas properties. The amounts in 2002 relate primarily to the merger. Acquisition costs included proved properties of $3,420 million, $13 million and $87 million in the Lower 48 for 2002, 2001, and 2000, respectively. The 2002 amounts in Norway and the U.K. included $1,255 million and $2,464 million for proved properties, respectively. The 2002 and 2000 amounts in Canada included proved properties of $2,003 million and $33 million, respectively. The 2002 and 2001 amounts in Other Areas included $1,493 million and $63 million for proved properties. The 2002 amount for Equity Affiliates of $1,671 million is for proved properties. The 2000 amount in Alaska included $5,125 million for proved properties. o Exploration costs include geological and geophysical expenses, the cost of retaining undeveloped leaseholds, and exploratory drilling costs. o Development costs include the cost of drilling and equipping development wells and building related production facilities for extracting, treating, gathering and storing petroleum liquids and natural gas. 159 o CAPITALIZED COSTS
At December 31 Millions of Dollars ---------------------------------------------------------------------------------------------------- Consolidated Operations ----------------------------------------------------------------------------- Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ---------------------------------------------------------------------------------------------------- 2002 Proved properties $7,037 7,737 14,774 5,422 4,178 2,023 3,832 30,229 2,847 33,076 Unproved properties 849 489 1,338 142 622 546 1,556 4,204 -- 4,204 - ----------------------------------------------------------------------------------------------------------------------------------- 7,886 8,226 16,112 5,564 4,800 2,569 5,388 34,433 2,847 37,280 Accumulated depreciation, depletion and amortization 1,636 2,891 4,527 2,224 1,033 182 661 8,627 37 8,664 - ----------------------------------------------------------------------------------------------------------------------------------- $6,250 5,335 11,585 3,340 3,767 2,387 4,727 25,806 2,810 28,616 =================================================================================================================================== 2001 Proved properties $6,646 4,552 11,198 2,889 1,773 104 1,752 17,716 708 18,424 Unproved properties 772 181 953 40 41 3 768 1,805 -- 1,805 - ----------------------------------------------------------------------------------------------------------------------------------- 7,418 4,733 12,151 2,929 1,814 107 2,520 19,521 708 20,229 Accumulated depreciation, depletion and amortization 1,097 3,238 4,335 1,529 1,161 79 540 7,644 4 7,648 - ----------------------------------------------------------------------------------------------------------------------------------- $6,321 1,495 7,816 1,400 653 28 1,980 11,877 704 12,581 ===================================================================================================================================
o Capitalized costs include the cost of equipment and facilities for oil and gas producing activities. These costs include the activities of ConocoPhillips' E&P organization, excluding pipeline and marine operations, the Kenai liquefied natural gas operation, Syncrude operations, and crude oil and natural gas marketing activities. o Proved properties include capitalized costs for oil and gas leaseholds holding proved reserves; development wells and related equipment and facilities (including uncompleted development well costs); and support equipment. o Unproved properties include capitalized costs for oil and gas leaseholds under exploration (including where petroleum liquids and natural gas were found but determination of the economic viability of the required infrastructure is dependent upon further exploratory work under way or firmly planned) and for uncompleted exploratory well costs, including exploratory wells under evaluation. 160 o STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVE QUANTITIES Amounts are computed using year-end prices and costs (adjusted only for existing contractual changes), appropriate statutory tax rates and a prescribed 10 percent discount factor. Continuation of year-end economic conditions also is assumed. The calculation is based on estimates of proved reserves, which are revised over time as new data become available. Probable or possible reserves, which may become proved in the future, are not considered. The calculation also requires assumptions as to the timing of future production of proved reserves, and the timing and amount of future development and production costs. While due care was taken in its preparation, the company does not represent that this data is the fair value of the company's oil and gas properties, or a fair estimate of the present value of cash flows to be obtained from their development and production. 161 DISCOUNTED FUTURE NET CASH FLOWS
At December 31 Millions of Dollars ---------------------------------------------------------------------------------------------------- Consolidated Operations ----------------------------------------------------------------------------- Lower Total Other Equity Combined Alaska 48 U.S Norway U.K. Canada Areas Total Affiliates Total ---------------------------------------------------------------------------------------------------- 2002 Future cash inflows $54,497 28,679 83,176 29,571 11,709 8,076 22,654 155,186 32,983 188,169 Less: Future production and transportation costs 26,035 7,763 33,798 4,598 3,376 1,885 5,403 49,060 4,992 54,052 Future development costs 2,927 1,168 4,095 1,762 1,227 617 2,249 9,950 1,698 11,648 Future income tax provisions 7,665 5,349 13,014 16,998 3,077 2,361 6,912 42,362 8,501 50,863 - ----------------------------------------------------------------------------------------------------------------------------------- Future net cash flows 17,870 14,399 32,269 6,213 4,029 3,213 8,090 53,814 17,792 71,606 10 percent annual discount 9,097 7,405 16,502 2,515 1,483 1,422 3,730 25,652 11,585 37,237 - ----------------------------------------------------------------------------------------------------------------------------------- Discounted future net cash flows $ 8,773 6,994 15,767 3,698 2,546 1,791 4,360* 28,162 6,207 34,369 =================================================================================================================================== 2001 Future cash inflows $33,138 9,441 42,579 14,278 2,143 174 6,712 65,886 11,581 77,467 Less: Future production and transportation costs 20,541 4,241 24,782 2,117 357 52 1,426 28,734 3,483 32,217 Future development costs 3,071 530 3,601 627 248 9 1,079 5,564 1,282 6,846 Future income tax provisions 1,797 1,253 3,050 8,762 389 8 2,596 14,805 2,133 16,938 - ----------------------------------------------------------------------------------------------------------------------------------- Future net cash flows 7,729 3,417 11,146 2,772 1,149 105 1,611 16,783 4,683 21,466 10 percent annual discount 3,297 1,821 5,118 1,247 360 44 1,019 7,788 3,687 11,475 - ----------------------------------------------------------------------------------------------------------------------------------- Discounted future net cash flows $ 4,432 1,596 6,028 1,525 789 61 592** 8,995 996 9,991 =================================================================================================================================== 2000 Future cash inflows $39,554 29,027 68,581 16,002 3,012 537 7,792 95,924 14,812 110,736 Less: Future production and transportation costs 20,338 3,996 24,334 2,060 426 105 1,379 28,304 2,519 30,823 Future development costs 2,916 479 3,395 679 372 1 1,024 5,471 1,684 7,155 Future income tax provisions 3,772 8,206 11,978 10,103 592 160 2,316 25,149 2,546 27,695 - ----------------------------------------------------------------------------------------------------------------------------------- Future net cash flows 12,528 16,346 28,874 3,160 1,622 271 3,073 37,000 8,063 45,063 10 percent annual discount 5,660 8,684 14,344 1,429 571 113 1,761 18,218 6,428 24,646 - ----------------------------------------------------------------------------------------------------------------------------------- Discounted future net cash flows $ 6,868 7,662 14,530 1,731 1,051 158 1,312 18,782 1,635 20,417 ===================================================================================================================================
*Includes $139 million attributable to a consolidated subsidiary in which there is a 10 percent minority interest. **Includes $17 million attributable to a consolidated subsidiary in which there is a 13 percent minority interest. Excludes discounted future net cash flows from Canadian Syncrude of $869 million. 162 SOURCES OF CHANGE IN DISCOUNTED FUTURE NET CASH FLOWS
Millions of Dollars ---------------------------------------------------------------------------------------- Consolidated Operations Equity Affiliates Total ---------------------------- --------------------------- --------------------------- 2002 2001 2000 2002 2001 2000 2002 2001 2000 ---------------------------- --------------------------- --------------------------- Discounted future net cash flows at the beginning of the year $ 8,995 18,782 6,205 996 1,635 -- 9,991 20,417 6,205 - --------------------------------------------------------------------------------------------------------------------------------- Changes during the year Revenues less production and transportation costs for the year (5,271) (4,283) (4,592) (177) (6) -- (5,448) (4,289) (4,592) Net change in prices, and production and transportation costs 15,566 (14,668) 10,396 2,734 (1,552) -- 18,300 (16,220) 10,396 Extensions, discoveries and improved recovery, less estimated future costs 1,284 757 1,817 22 -- 2,402 1,306 757 4,219 Development costs for the year 2,151 1,495 995 467 420 135 2,618 1,915 1,130 Changes in estimated future development costs (1,790) (1,011) (775) (108) (17) (135) (1,898) (1,028) (910) Purchases of reserves in place, less estimated future costs 22,161 130 8,168 4,781 -- -- 26,942 130 8,168 Sales of reserves in place, less estimated future costs (563) (9) (1,037) (16) -- -- (579) (9) (1,037) Revisions of previous quantity estimates* (185) 15 1,750 (712) 38 -- (897) 53 1,750 Accretion of discount 1,540 2,877 1,217 177 260 -- 1,717 3,137 1,217 Net change in income taxes (15,726) 4,909 (5,360) (1,957) 218 (767) (17,683) 5,127 (6,127) Other -- 1 (2) -- -- -- -- 1 (2) - --------------------------------------------------------------------------------------------------------------------------------- Total changes 19,167 (9,787) 12,577 5,211 (639) 1,635 24,378 (10,426) 14,212 - --------------------------------------------------------------------------------------------------------------------------------- Discounted future net cash flows at year-end $ 28,162 8,995 18,782 6,207 996 1,635 34,369 9,991 20,417 =================================================================================================================================
*Includes amounts resulting from changes in the timing of production. o The net change in prices, and production and transportation costs is the beginning-of-the-year reserve-production forecast multiplied by the net annual change in the per-unit sales price, and production and transportation cost, discounted at 10 percent. o Purchases and sales of reserves in place, along with extensions, discoveries and improved recovery, are calculated using production forecasts of the applicable reserve quantities for the year multiplied by the end-of-the-year sales prices, less future estimated costs, discounted at 10 percent. o The accretion of discount is 10 percent of the prior year's discounted future cash inflows, less future production, transportation and development costs. o The net change in income taxes is the annual change in the discounted future income tax provisions. 163 - -------------------------------------------------------------------------------- SELECTED QUARTERLY FINANCIAL DATA
Millions of Dollars Per Share of Common Stock ------------------------------------------------------- ---------------------------------------------------- Income (Loss) Before Extraordinary Income (loss) Before Income from Items and Extraordinary Items Continuing Cumulative and Cumulative Sales and Operations Effect of Effect of Change in Other Before Change in Net Accounting Principle Net Income (loss) Operating Income Accounting Income ---------------------- ---------------------- Revenues* Taxes* Principle (Loss) Basic Diluted Basic Diluted -------------------------------------------------------- ------- ------- ------- ------- 2002 First $ 8,431 51 (102) (102) (.27) (.27) (.27) (.27) Second 10,414 678 366 351 .95 .95 .91 .91 Third 14,557 312 (116) (116) (.24) (.24) (.24) (.24) Fourth 23,346 1,123 (427) (428) (.63) (.63) (.63) (.63) - ------------------------------------------------------------------------------------------------------------------------------ 2001 First $ 5,160 1,019 488 516 1.91 1.90 2.02 2.01 Second 5,179 1,198 619 619 2.42 2.40 2.42 2.40 Third 5,808 699 374 364 1.35 1.34 1.31 1.30 Fourth 8,745 339 162 162 .42 .42 .42 .42 - ------------------------------------------------------------------------------------------------------------------------------
*Restated to exclude discontinued operations. See Management's Discussion and Analysis and Note 4--Discontinued Operations in the Notes to Consolidated Financial Statements for additional information. Sales and other operating revenues include excise taxes on petroleum products sales. 164 CONDENSED CONSOLIDATING FINANCIAL INFORMATION In connection with the merger of ConocoPhillips Holding Company (formerly named Conoco Inc.) and ConocoPhillips Company (formerly named Phillips Petroleum Company) with wholly owned subsidiaries of ConocoPhillips, and to simplify the company's credit structure, the companies have established various cross guarantees. With the new organizational structure, ConocoPhillips Company is the direct or indirect parent of former Conoco and Phillips subsidiaries and is wholly owned by ConocoPhillips Holding Company, which is wholly owned by ConocoPhillips. ConocoPhillips and ConocoPhillips Holding Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. Similarly, ConocoPhillips and ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Holding Company with respect to the publicly held debt securities of ConocoPhillips Holding Company. In addition, ConocoPhillips Company and ConocoPhillips Holding Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several. The following condensed consolidating financial statements present the results of operations, financial position and cash flows for: o ConocoPhillips, ConocoPhillips Company, ConocoPhillips Holding Company (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting); o All other non-guarantor subsidiaries of ConocoPhillips Holding Company and ConocoPhillips Company; and o The consolidating adjustments necessary to present ConocoPhillips' results on a consolidated basis. These condensed consolidating financial statements should be read in conjunction with the company's accompanying consolidated financial statements. 165
Millions of Dollars ---------------------------------------------------------------------------------------- Year Ended December 31, 2002 ---------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF OPERATIONS ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ REVENUES Sales and other operating revenues $ -- -- 16,744 40,004 -- 56,748 Equity in earnings (losses) of affiliates (646) (682) 352 255 982 261 Other income -- -- (48) 263 -- 215 Intercompany revenues -- 191 2,800 3,123 (6,114) -- - ----------------------------------------------------------------------------------------------------------------------------------- Total revenues (646) (491) 19,848 43,645 (5,132) 57,224 - ----------------------------------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES Purchased crude oil and products -- -- 15,595 27,854 (5,626) 37,823 Production and operating expenses -- 9 1,438 3,573 (32) 4,988 Selling, general and administrative expenses 3 -- 980 681 (4) 1,660 Exploration expenses -- -- 165 427 -- 592 Depreciation, depletion and amortization -- -- 584 1,639 -- 2,223 Impairments -- -- -- 177 -- 177 Taxes other than income taxes -- -- 785 6,152 -- 6,937 Accretion on discounted liabilities -- -- (1) 23 -- 22 Interest and debt expense 29 120 745 124 (452) 566 Foreign currency transaction losses -- -- 8 16 -- 24 Preferred dividend requirements of capital trusts and minority interests -- -- -- 48 -- 48 - ----------------------------------------------------------------------------------------------------------------------------------- Total Costs and Expenses 32 129 20,299 40,714 (6,114) 55,060 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) from continuing operations before income taxes (678) (620) (451) 2,931 982 2,164 Provision for income taxes (11) 26 (202) 1,637 -- 1,450 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) from continuing operations (667) (646) (249) 1,294 982 714 Income (loss) from discontinued operations -- -- (70) (923) -- (993) - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before extraordinary items (667) (646) (319) 371 982 (279) Extraordinary items -- -- (14) (2) -- (16) - ----------------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ (667) (646) (333) 369 982 (295) ===================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. 166
Millions of Dollars ------------------------------------------------------------------------------------ Year Ended December 31, 2001 ------------------------------------------------------------------------------------ ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF OPERATIONS ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ REVENUES Sales and other operating revenues $ - - 12,457 12,435 - 24,892 Equity in earnings (losses) of affiliates - - 1,583 222 (1,764) 41 Other income - - (1) 112 - 111 Intercompany revenues - - 1,308 1,985 (3,293) - - ----------------------------------------------------------------------------------------------------------------------------------- Total revenues - - 15,347 14,754 (5,057) 25,044 - ----------------------------------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES Purchased crude oil and products - - 9,015 7,290 (2,597) 13,708 Production and operating expenses - - 1,166 1,746 (269) 2,643 Selling, general and administrative expenses - - 540 90 (17) 613 Exploration expenses - - 139 222 (55) 306 Depreciation, depletion and amortization - - 379 965 - 1,344 Impairments - - - 26 - 26 Taxes other than income taxes - - 1,874 866 - 2,740 Accretion on discounted liabilities - - 2 5 - 7 Interest and debt expense - - 551 142 (355) 338 Foreign currency transaction losses (gains) - - (1) 12 - 11 Preferred dividend requirements of capital trusts and minority interests - - - 53 - 53 - ----------------------------------------------------------------------------------------------------------------------------------- Total Costs and Expenses - - 13,665 11,417 (3,293) 21,789 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) from continuing operations before income taxes - - 1,682 3,337 (1,764) 3,255 Provision for income taxes - - 50 1,594 - 1,644 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) from continuing operations - - 1,632 1,743 (1,764) 1,611 Income from discontinued operations - - 11 21 - 32 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before extraordinary items and cumulative effect of change in accounting principle - - 1,643 1,764 (1,764) 1,643 Extraordinary items - - (10) - - (10) Cumulative effect of change in accounting principle - - 28 - - 28 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME (LOSS) $ - - 1,661 1,764 (1,764) 1,661 ====================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. 167
Millions of Dollars --------------------------------------------------------------------------------------- Year Ended December 31, 2000 --------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF OPERATIONS ConocoPhillips Company Company Subsidiaries Adjustments Consolidated -------------- -------------- -------------- ------------ ----------- ------------ REVENUES Sales and other operating revenues $ - - 15,252 6,903 - 22,155 Equity in earnings (losses) of affiliates - - 1,471 218 (1,575) 114 Other income - - 292 (22) - 270 Intercompany revenues - - 1,663 2,319 (3,982) - - ------------------------------------------------------------------------------------------------------------------------------------ Total revenues - - 18,678 9,418 (5,557) 22,539 - ------------------------------------------------------------------------------------------------------------------------------------ COSTS AND EXPENSES Purchased crude oil and products - - 11,924 3,173 (3,303) 11,794 Production and operating expenses - - 1,244 1,160 (268) 2,136 Selling, general and administrative expenses - - 563 42 (34) 571 Exploration expenses - - 112 208 (22) 298 Depreciation, depletion and amortization - - 391 778 - 1,169 Impairments - - 13 87 - 100 Taxes other than income taxes - - 1,939 303 - 2,242 Interest and debt expense - - 575 149 (355) 369 Foreign currency transaction losses - - - 58 - 58 Preferred dividend requirements of capital trusts and minority interests - - - 54 - 54 - ------------------------------------------------------------------------------------------------------------------------------------ Total Costs and Expenses - - 16,761 6,012 (3,982) 18,791 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from continuing operations before income taxes - - 1,917 3,406 (1,575) 3,748 Provision for income taxes - - 70 1,830 - 1,900 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from continuing operations - - 1,847 1,576 (1,575) 1,848 Income (loss) from discontinued operations - - 15 (1) - 14 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME (LOSS) $ - - 1,862 1,575 (1,575) 1,862 ====================================================================================================================================
168
Millions of Dollars -------------------------------------------------------------------------------------- At December 31, 2002 -------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total BALANCE SHEET ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ ASSETS Cash and cash equivalents $ -- -- 113 194 -- 307 Accounts and notes receivable 8 -- 15,655 13,921 (25,204) 4,380 Inventories -- -- 1,321 2,524 -- 3,845 Prepaid expenses and other current assets 5 -- 153 543 65 766 Assets of discontinued operations held for sale -- -- 263 1,342 -- 1,605 - ----------------------------------------------------------------------------------------------------------------------------------- Total Current Assets 13 -- 17,505 18,524 (25,139) 10,903 Investments and long-term receivables 32,301 35,538 44,011 23,124 (128,153) 6,821 Net properties, plants and equipment -- -- 8,893 34,137 -- 43,030 Goodwill** -- -- -- 14,444 -- 14,444 Intangibles -- -- 6 1,113 -- 1,119 Other assets 14 19 110 376 -- 519 - ----------------------------------------------------------------------------------------------------------------------------------- Total 32,328 35,557 70,525 91,718 (153,292) 76,836 =================================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable 5,840 3,291 14,071 8,254 (25,204) 6,252 Notes payable and long-term debt due within one year -- 526 164 159 -- 849 Accrued income and other taxes (1) 53 255 1,684 -- 1,991 Other accruals 21 58 1,242 1,754 -- 3,075 Liabilities of discontinued operations held for sale -- -- 126 523 -- 649 - ----------------------------------------------------------------------------------------------------------------------------------- Total Current Liabilities 5,860 3,928 15,858 12,374 (25,204) 12,816 Long-term debt 3,509 4,054 5,553 5,801 -- 18,917 Accrued dismantlement, removal and environmental costs -- -- 247 1,419 -- 1,666 Deferred income taxes -- (41) 766 7,644 (8) 8,361 Employee benefit obligations -- -- 1,213 1,542 -- 2,755 Other liabilities and deferred credits -- 3,729 34,081 32,100 (68,107) 1,803 - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities 9,369 11,670 57,718 60,880 (93,319) 46,318 Trust Preferred Securities and other minority interests -- (12) -- 1,013 -- 1,001 Retained earnings (937) (1,349) 7,331 8,792 (8,216) 5,621 Other stockholders' equity 23,896 25,248 5,476 21,033 (51,757) 23,896 - ----------------------------------------------------------------------------------------------------------------------------------- Total $ 32,328 35,557 70,525 91,718 (153,292) 76,836 ===================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. **ConocoPhillips has not yet determined the assignment of Conoco goodwill to specific reporting units and related subsidiaries. Currently, Conoco goodwill is reported as part of the Corporate and Other reporting segment in All Other Subsidiaries. 169
Millions of Dollars ---------------------------------------------------------------------------------------- At December 31, 2001 ---------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total BALANCE SHEET ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ ASSETS Cash and cash equivalents $ -- -- 19 123 -- 142 Accounts and notes receivable -- -- 1,535 2,232 (2,538) 1,229 Inventories -- -- 307 2,145 -- 2,452 Prepaid expenses and other current assets -- -- 93 200 -- 293 Assets of discontinued operations held for sale -- -- 184 2,198 -- 2,382 - ----------------------------------------------------------------------------------------------------------------------------------- Total Current Assets -- -- 2,138 6,898 (2,538) 6,498 Investments and long-term receivables -- -- 25,381 10,148 (32,220) 3,309 Net properties, plants and equipment -- -- 3,879 18,254 -- 22,133 Goodwill -- -- -- 2,281 -- 2,281 Intangibles -- -- 59 802 -- 861 Other assets -- -- 68 67 -- 135 - ----------------------------------------------------------------------------------------------------------------------------------- Total -- -- 31,525 38,450 (34,758) 35,217 =================================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable -- -- 1,939 3,190 (2,507) 2,622 Notes payable and long-term debt due within one year -- -- 4 40 -- 44 Accrued income and other taxes -- -- (31) 928 -- 897 Other accruals -- -- 238 482 -- 720 Liabilities of discontinued operations held for sale -- -- 34 504 -- 538 - ----------------------------------------------------------------------------------------------------------------------------------- Total Current Liabilities -- -- 2,184 5,144 (2,507) 4,821 Long-term debt -- -- 7,282 1,328 -- 8,610 Accrued dismantlement, removal and environmental costs -- -- 356 703 -- 1,059 Deferred income taxes -- -- 467 3,556 (8) 4,015 Employee benefit obligations -- -- 725 223 -- 948 Other liabilities and deferred credits -- -- 6,175 3,072 (8,478) 769 - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities -- -- 17,189 14,026 (10,993) 20,222 Trust Preferred Securities and other minority interests -- -- -- 655 -- 655 Retained earnings -- -- 7,197 23,889 (23,889) 7,197 Other stockholders' equity -- -- 7,139 (120) 124 7,143 - ----------------------------------------------------------------------------------------------------------------------------------- Total $ -- -- 31,525 38,450 (34,758) 35,217 ===================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. 170
Millions of Dollars ---------------------------------------------------------------------------------------- Year Ended December 31, 2002 ---------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF CASH FLOWS ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by (used in) continuing operations $ 1,120 2,859 1,060 1,887 (2,159) 4,767 Net cash provided by (used in) discontinued operations -- -- (7) 209 -- 202 - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Operating Activities 1,120 2,859 1,053 2,096 (2,159) 4,969 - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired -- -- (81) 1,261 -- 1,180 Capital expenditures and investments, including dry holes -- (346) (618) (3,897) 473 (4,388) Proceeds from asset dispositions -- -- (179) 794 200 815 Long-term advances to affiliates and other investments (4,344) (1,200) (12,154) (2,030) 19,636 (92) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used in continuing operations (4,344) (1,546) (13,032) (3,872) 20,309 (2,485) Net cash used in discontinued operations -- -- (6) (93) -- (99) - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Used in Investing Activities (4,344) (1,546) (13,038) (3,965) 20,309 (2,584) - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of debt 3,502 3,012 15,350 1,274 (19,636) 3,502 Repayment of debt -- (3,006) (1,680) (215) 309 (4,592) Redemption of preferred stock of subsidiaries -- -- -- (300) -- (300) Issuance of company common stock 7 -- 37 -- -- 44 Dividends paid on common stock (271) (1,200) (1,621) 1,231 1,177 (684) Other (14) (119) (7) (50) -- (190) - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Financing Activities 3,224 (1,313) 12,079 1,940 (18,150) (2,220) - ----------------------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS -- -- 94 71 -- 165 Cash and cash equivalents at beginning of year -- -- 19 123 -- 142 - ----------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ -- -- 113 194 -- 307 ===================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. 171
Millions of Dollars ---------------------------------------------------------------------------------------- Year Ended December 31, 2001 ---------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF CASH FLOWS ConocoPhillips Company Company Subsidiaries* Adjustments Consolidated -------------- -------------- -------------- ------------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by (used in) continuing operations $ -- -- 2,302 1,628 (401) 3,529 Net cash provided by discontinued operations -- -- 25 8 -- 33 - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Operating Activities -- -- 2,327 1,636 (401) 3,562 - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired -- -- (23) 103 -- 80 Capital expenditures and investments, including dry holes -- -- (814) (2,343) 141 (3,016) Proceeds from asset dispositions -- -- 17 245 -- 262 Long-term advances to affiliates and other investments -- -- (670) 446 196 (28) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used in continuing operations -- -- (1,490) (1,549) 337 (2,702) Net cash used in discontinued operations -- -- (8) (60) -- (68) - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Used in Investing Activities -- -- (1,498) (1,609) 337 (2,770) - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of debt -- -- 566 643 (643) 566 Repayment of debt -- -- (1,050) (342) 447 (945) Issuance of company common stock -- -- 51 -- -- 51 Dividends paid on common stock -- -- (403) (259) 259 (403) Other -- -- (13) (56) 1 (68) - ----------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Financing Activities -- -- (849) (14) 64 (799) - ----------------------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS -- -- (20) 13 -- (7) Cash and cash equivalents at beginning of year -- -- 39 110 -- 149 - ----------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ -- -- 19 123 -- 142 ===================================================================================================================================
*At December 31, 2002, Tosco Corporation (Tosco) was a wholly owned subsidiary of ConocoPhillips Company and included in All Other Subsidiaries. On January 1, 2003, Tosco was merged into ConocoPhillips Company. As a result of this merger, Tosco ceased to exist as a legal entity and ConocoPhillips Company assumed all of Tosco's properties, rights and obligations. 172
Millions of Dollars --------------------------------------------------------------------------------------- Year Ended December 31, 2000 --------------------------------------------------------------------------------------- ConocoPhillips Consoli- Holding ConocoPhillips All Other dating Total STATEMENT OF CASH FLOWS ConocoPhillips Company Company Subsidiaries Adjustments Consolidated -------------- -------------- -------------- ------------ ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by (used in) continuing operations $ - - 1,684 3,893 (1,593) 3,984 Net cash provided by discontinued operations - - 30 - - 30 - ---------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Operating Activities - - 1,714 3,893 (1,593) 4,014 - ---------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired - - (6,443) - - (6,443) Capital expenditures and investments, including dry holes - - (1,342) (1,825) 1,150 (2,017) Proceeds from contributing assets to joint ventures - - 841 1,220 - 2,061 Proceeds from asset dispositions - - 313 854 (317) 850 Long-term advances to affiliates and other investments - - (349) (3,251) 3,392 (208) - ---------------------------------------------------------------------------------------------------------------------------------- Net cash used in continuing operations - - (6,980) (3,002) 4,225 (5,757) Net cash used in discontinued operations - - (5) - - (5) - ---------------------------------------------------------------------------------------------------------------------------------- Net Cash Used in Investing Activities - - (6,985) (3,002) 4,225 (5,762) - ---------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of debt - - 5,675 269 (3,392) 2,552 Repayment of debt - - (39) (321) - (360) Issuance of company common stock - - 31 - - 31 Dividends paid on common stock - - (346) (761) 761 (346) Other - - (53) (64) (1) (118) - ---------------------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used in) Financing Activities - - 5,268 (877) (2,632) 1,759 - ---------------------------------------------------------------------------------------------------------------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS - - (3) 14 - 11 Cash and cash equivalents at beginning of year - - 42 96 - 138 - ---------------------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $ - - 39 110 - 149 ==================================================================================================================================
173 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 174 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information presented under the headings "Election of Directors and Director Biographies" and "Stock Ownership--Section 16(a) Beneficial Ownership Reporting Compliance" in the company's definitive proxy statement for the Annual Meeting of Stockholders on May 6, 2003 (2003 Proxy Statement), is incorporated herein by reference.* Information regarding the executive officers appears in Part I of this report on pages 32 and 33. ITEM 11. EXECUTIVE COMPENSATION Information presented under the following headings in the 2003 Proxy Statement is incorporated herein by reference: "Board of Directors Information--How are Directors Compensated?" "Executive Compensation--Compensation Tables" "Executive Compensation--Employment Agreements" "Executive Compensation--Severance Arrangements" ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information presented under the headings "Stock Ownership--Holdings of Major Stockholders," "--Holdings of Officers and Directors" and "Executive Compensation--Compensation Tables--Equity Compensation Plan Information" in the 2003 Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. - ---------- *Except for information or data specifically incorporated herein by reference under Items 10 through 13, other information and data appearing in the 2003 Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the Commission as a part of this report. 175 ITEM 14. CONTROLS AND PROCEDURES Within the 90 days prior to the date of this annual report, ConocoPhillips carried out an evaluation, under the supervision, and with the participation of, the company's Management, including the company's President and Chief Executive Officer, and its Executive Vice President Finance and Chief Financial Officer, of the effectiveness of ConocoPhillips' disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the company's President and Chief Executive Officer and its Executive Vice President Finance and Chief Financial Officer concluded that ConocoPhillips' disclosure controls and procedures are effective, in all material respects, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the Securities and Exchange Commission's rules and forms, of information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act. There were no significant changes in ConocoPhillips' internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation referred to above. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements and Financial Statement Schedules ------------------------------------------------------ The financial statements and schedule listed in the Index to Financial Statements and Financial Statement Schedules, which appears on page 82 are filed as part of this annual report. 2. Exhibits -------- The exhibits listed in the Index to Exhibits, which appears on pages 178 through 181, are filed as a part of this annual report. (b) Reports on Form 8-K ------------------- During the three months ended December 31, 2002, the company filed the following Current Reports on Form 8-K: o Amendment No. 1, filed October 1, 2002, to the Current Report on Form 8-K filed August 30, 2002, providing audited financial statements and pro forma financial information related to the merger of Conoco and Phillips. o Filed on October 8, 2002, to report in Item 5 the private placement of $2 billion of various types of Notes and to report the company's third-quarter 2002 interim update of market and operating conditions. o Filed on December 20, 2002, to report in Item 5 that the company was restating its audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2001, to reflect discontinued operations and a segment realignment. 176 CONOCOPHILLIPS (CONSOLIDATED) SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Millions of Dollars ----------------------------------------------------------------------------------- Additions --------------------------- Balance At Charged to Balance At Description January 1 Expense Other Deductions December 31 - ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) 2002 Deducted from asset accounts: Allowance for doubtful accounts and notes receivable $ 33 21 13 19(c) 48 Deferred tax asset valuation allowance 263 102 251(f) 8 608 Included in other liabilities: Employee termination benefits -- 301 297(f) 223(g) 375 - ------------------------------------------------------------------------------------------------------------------------------------ 2001 Deducted from asset accounts: Allowance for doubtful accounts and notes receivable $ 18 13 18 16(c) 33 Deferred tax asset valuation allowance 315 14 (47) 19 263 Included in other liabilities: Reserve for maintenance turnarounds 47 -- -- 47(e) -- - ------------------------------------------------------------------------------------------------------------------------------------ 2000 Deducted from asset accounts: Allowance for doubtful accounts and notes receivable $ 19 8 -- 9*(c) 18 Deferred tax asset valuation allowance 328 (11) (2) -- 315 Included in other liabilities: Reserve for maintenance turnarounds 88 52 -- 93(d) 47 - ------------------------------------------------------------------------------------------------------------------------------------
*Includes $2 million transferred to joint-venture companies. (a) Amounts charged to income less reversal of amounts previously charged to income. (b) Represents acquisitions/dispositions and the effect of translating foreign financial statements. (c) Amounts charged off less recoveries of amounts previously charged off. (d) Includes $24 million transferred to an equity-affiliate company on July 1, 2000. (e) Effective January 1, 2001, ConocoPhillips changed its method of accounting for the costs of major maintenance turnarounds from the accrue-in-advance method to the expense-as-incurred method. (f) Included in the merger purchase price allocation. (g) Benefit payments. 177 CONOCOPHILLIPS INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 2 Agreement and Plan of Merger, dated as of November 18, 2001, by and among ConocoPhillips Company (formerly named Phillips Petroleum Company) ("CPCo"), ConocoPhillips (formerly named CorvettePorsche Corp.), P Merger Corp. (formerly named Porsche Merger Corp.), C Merger Corp. (formerly named Corvette Merger Corp.) and ConocoPhillips Holding Company (formerly named Conoco Inc.) ("Holding") (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus included in ConocoPhillips' Registration Statement on Form S-4; Registration No. 333-74798 (the "Form S-4")). 3.1 Restated Certificate of Incorporation of ConocoPhillips (incorporated by reference to Exhibit 3.1 to the Current Report of ConocoPhillips on Form 8-K filed on August 30, 2002; File No. 000-49987 (the "Form 8-K")). 3.2 Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips (incorporated by reference to Exhibit 3.2 to the Form 8-K). 3.3 By-Laws of ConocoPhillips (incorporated by reference to Exhibit 3.3 to the Form 8-K). 4.1 Rights agreement, dated as of June 30, 2002, between ConocoPhillips and Mellon Investor Services LLC, as rights agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K). ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request. MATERIAL CONTRACTS 10.1 Trust Agreement dated June 23, 1995, between CPCo and WestStar Bank, as Trustee of the Deferred Compensation Plan for Non-Employee Directors of Phillips Petroleum Company Trust. 10.2 Trust Agreement dated December 12, 1995, between CPCo and Vanguard Fiduciary Trust Company, as Trustee of the Phillips Petroleum Company Compensation and Benefits Arrangements Stock Trust (incorporated by reference to Exhibit 10(c) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1995; File No. 1-720). 10.3 Contribution Agreement, dated as of December 16, 1999, by and among CPCo, Duke Energy Corporation and Duke Energy Field Services, LLC (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K, filed December 22, 1999; File No. 1-720).
178
Exhibit Number Description - ------ ----------- 10.4 Governance Agreement, dated as of December 16, 1999, by and among CPCo, Duke Energy Corporation and Duke Energy Field Services, LLC (incorporated by reference to Exhibit 99.2 to the Current Report of CPCo on Form 8-K, filed December 22, 1999; File No. 1-720). 10.5 Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated as of March 31, 2000, by and between Phillips Gas Company and Duke Energy Field Services Corporation (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K, filed April 13, 2000; File No. 1-720). 10.6 Parent Company Agreement, dated as of March 31, 2000, by and among CPCo, Duke Energy Corporation, Duke Energy Field Services, LLC, and Duke Energy Field Services Corporation (incorporated by reference to Exhibit 99.2 to the Current Report of CPCo on Form 8-K, filed April 13, 2000; File No. 1-720). 10.7 Contribution Agreement, dated as of May 23, 2000, by and among CPCo, Chevron Corporation and Chevron Phillips Chemical Company LLC (incorporated by reference to Exhibit 2.1 to the Current Report of CPCo on Form 8-K, filed June 1, 2000; File No. 1-720). 10.8 Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, dated as of July 1, 2000, by and between CPCo, Chevron Corporation, Chevron U.S.A. Inc., Chevron Overseas Petroleum Inc., Chevron Pipe Line Company, Drilling Specialties Co., WesTTex 66 Pipeline Co., and Phillips Petroleum International Corporation (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K filed July 14, 2000; File No. 1-720). 10.9 Master Purchase and Sale Agreement dated as of March 15, 2000, as amended as of April 6, 2000, among Atlantic Richfield Company, CH-Twenty, Inc., BP Amoco p.l.c. and CPCo (incorporated by reference to Exhibit 2 to the Current Report of CPCo on Form 8-K, filed April 18, 2000; File No. 1-720). 10.10 Trust Agreement dated June 1, 1998, between CPCo and Wachovia Bank, N.A., as Trustee of the Phillips Petroleum Company Grantor Trust. MANAGEMENT CONTRACTS AND COMPENSATORY PLANS OR ARRANGEMENTS 10.11 1986 Stock Plan of Phillips Petroleum Company. 10.12 1990 Stock Plan of Phillips Petroleum Company. 10.13 Annual Incentive Compensation Plan of Phillips Petroleum Company. 10.14 Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(g) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1999; File No. 1-720).
179
Exhibit Number Description - ------ ----------- 10.15 Principal Corporate Officers Supplemental Retirement Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(h) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1995; File No. 1-720) 10.16 Phillips Petroleum Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10(n) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 2000; File No. 1-720). 10.17 Key Employee Deferred Compensation Plan of Phillips Petroleum Company. 10.18 Non-Employee Director Retirement Plan of Phillips Petroleum Company. 10.19 Omnibus Securities Plan of Phillips Petroleum Company. 10.20 Deferred Compensation Plan for Non-Employee Directors of Phillips Petroleum Company. 10.21 Key Employee Missed Credited Service Retirement Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(s) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 2000; File No. 1-720). 10.22 Phillips Petroleum Company Stock Plan for Non-Employee Directors. 10.23 Key Employee Supplemental Retirement Plan of Phillips Petroleum Company. 10.24 Defined Contribution Makeup Plan of ConocoPhillips. 10.25 Phillips Petroleum Company Executive Severance Plan (incorporated by reference to Exhibit 10(a) to the Quarterly Report of CPCo on Form 10-Q for the quarter ended June 30, 1999; File No. 1-720). 10.26 2002 Omnibus Securities Plan of Phillips Petroleum Company. 10.27 1998 Stock and Performance Incentive Plan of ConocoPhillips. 10.28 1998 Key Employee Stock Performance Plan of ConocoPhillips. 10.29 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips. 10.30 Conoco Inc. Key Employee Severance Plan (incorporated by reference to Exhibit 10.6 to the Annual Report of Holding on Form 10-K for the year ended December 31, 2001; File No. 1-14521). 10.31 Conoco Inc. Salary Deferral and Savings Restoration Plan. 10.32 Conoco Inc. Directors' Charitable Gift Plan. 10.33 Phillips Petroleum Company Director Charitable Contribution Plan.
180
Exhibit Number Description - ------ ----------- 10.34 ConocoPhillips Form Indemnity Agreement with Directors. 10.35 Employment Agreement, dated as of November 18, 2001, by and among ConocoPhillips, CPCo and J. J. Mulva (incorporated by reference to Exhibit 10.1 to the Form S-4). 10.36 Employment Agreement, dated as of November 18, 2001, by and among ConocoPhillips, Holding and Archie W. Dunham (incorporated by reference to Exhibit 10.2 to the Form S-4). 10.36.1 Letter Agreement, dated as of July 22, 2002, by and among Holding and Archie W. Dunham. 10.37 Letter Agreement, dated as of April 12, 2002, between Holding and Robert E. McKee III (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarterly period ended September 30, 2002; File No. 000-49987 (the "Form 10-Q")). 10.38 Letter Agreement, dated as of April 12, 2002, between Holding and Jim W. Nokes (incorporated by reference to Exhibit 10.2 to the Form 10-Q). 10.39 Rabbi Trust Agreement dated December 17, 1999 (incorporated by reference to Exhibit 10.11 of Holding's Form 10-K for the year ended December 31, 1999, File No. 001-14521). 10.39.1 Amendment to Rabbi Trust Agreement dated February 25, 2002. 12 Computation of Ratio of Earnings to Fixed Charges. 21 List of Principal Subsidiaries of ConocoPhillips. 23 Consent of Independent Auditors. 99.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.3 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2002.
181 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONOCOPHILLIPS March 24, 2003 /s/ J. J. Mulva ------------------------------------- J. J. Mulva President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on behalf of the registrant by the following officers in the capacity indicated and by a majority of directors in response to Instruction D to Form 10-K on March 24, 2003. SIGNATURE TITLE /s/ Archie W. Dunham Chairman of the Board of Directors - -------------------------------- Archie W. Dunham /s/ J. J. Mulva President and Chief Executive Officer - -------------------------------- (Principal executive officer) J. J. Mulva /s/ John A. Carrig Executive Vice President, Finance, - -------------------------------- and Chief Financial Officer John A. Carrig (Principal financial officer) /s/ Rand C. Berney Vice President and Controller - -------------------------------- (Principal accounting officer) Rand C. Berney 182 /s/ Kenneth M. Duberstein Director and Member of - -------------------------------- Audit and Compliance Committee Kenneth M. Duberstein /s/ Ruth R. Harkin Director and Member of - -------------------------------- Audit and Compliance Committee Ruth R. Harkin /s/ Larry D. Horner Director and Member of - -------------------------------- Audit and Compliance Committee Larry D. Horner /s/ Frank A. McPherson Director and Chairperson of - -------------------------------- Audit and Compliance Committee Frank A. McPherson /s/ J. Stapleton Roy Director and Member of - -------------------------------- Audit and Compliance Committee J. Stapleton Roy /s/ Victoria J. Tschinkel Director and Chairperson of - -------------------------------- Public Policy Committee Victoria J. Tschinkel /s/ Kathryn C. Turner Director and Member of - -------------------------------- Audit and Compliance Committee Kathryn C. Turner 183 CERTIFICATIONS I, J.J. Mulva, certify that: 1. I have reviewed this annual report on Form 10-K of ConocoPhillips; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 24, 2003 /s/ J. J. Mulva -------------------------------------- J. J. Mulva President and Chief Executive Officer 184 I, John A. Carrig, certify that: 1. I have reviewed this annual report on Form 10-K of ConocoPhillips; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 24, 2003 /s/ John A. Carrig --------------------------------------------- John A. Carrig Executive Vice President, Finance, and Chief Financial Officer 185 CONOCOPHILLIPS INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 2 Agreement and Plan of Merger, dated as of November 18, 2001, by and among ConocoPhillips Company (formerly named Phillips Petroleum Company) ("CPCo"), ConocoPhillips (formerly named CorvettePorsche Corp.), P Merger Corp. (formerly named Porsche Merger Corp.), C Merger Corp. (formerly named Corvette Merger Corp.) and ConocoPhillips Holding Company (formerly named Conoco Inc.) ("Holding") (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus included in ConocoPhillips' Registration Statement on Form S-4; Registration No. 333-74798 (the "Form S-4")). 3.1 Restated Certificate of Incorporation of ConocoPhillips (incorporated by reference to Exhibit 3.1 to the Current Report of ConocoPhillips on Form 8-K filed on August 30, 2002; File No. 000-49987 (the "Form 8-K")). 3.2 Certificate of Designations of Series A Junior Participating Preferred Stock of ConocoPhillips (incorporated by reference to Exhibit 3.2 to the Form 8-K). 3.3 By-Laws of ConocoPhillips (incorporated by reference to Exhibit 3.3 to the Form 8-K). 4.1 Rights agreement, dated as of June 30, 2002, between ConocoPhillips and Mellon Investor Services LLC, as rights agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K). ConocoPhillips and its subsidiaries are parties to several debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of ConocoPhillips and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, ConocoPhillips agrees to furnish a copy of such instruments to the SEC upon request. MATERIAL CONTRACTS 10.1 Trust Agreement dated June 23, 1995, between CPCo and WestStar Bank, as Trustee of the Deferred Compensation Plan for Non-Employee Directors of Phillips Petroleum Company Trust. 10.2 Trust Agreement dated December 12, 1995, between CPCo and Vanguard Fiduciary Trust Company, as Trustee of the Phillips Petroleum Company Compensation and Benefits Arrangements Stock Trust (incorporated by reference to Exhibit 10(c) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1995; File No. 1-720). 10.3 Contribution Agreement, dated as of December 16, 1999, by and among CPCo, Duke Energy Corporation and Duke Energy Field Services, LLC (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K, filed December 22, 1999; File No. 1-720).
Exhibit Number Description - ------ ----------- 10.4 Governance Agreement, dated as of December 16, 1999, by and among CPCo, Duke Energy Corporation and Duke Energy Field Services, LLC (incorporated by reference to Exhibit 99.2 to the Current Report of CPCo on Form 8-K, filed December 22, 1999; File No. 1-720). 10.5 Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC, dated as of March 31, 2000, by and between Phillips Gas Company and Duke Energy Field Services Corporation (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K, filed April 13, 2000; File No. 1-720). 10.6 Parent Company Agreement, dated as of March 31, 2000, by and among CPCo, Duke Energy Corporation, Duke Energy Field Services, LLC, and Duke Energy Field Services Corporation (incorporated by reference to Exhibit 99.2 to the Current Report of CPCo on Form 8-K, filed April 13, 2000; File No. 1-720). 10.7 Contribution Agreement, dated as of May 23, 2000, by and among CPCo, Chevron Corporation and Chevron Phillips Chemical Company LLC (incorporated by reference to Exhibit 2.1 to the Current Report of CPCo on Form 8-K, filed June 1, 2000; File No. 1-720). 10.8 Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC, dated as of July 1, 2000, by and between CPCo, Chevron Corporation, Chevron U.S.A. Inc., Chevron Overseas Petroleum Inc., Chevron Pipe Line Company, Drilling Specialties Co., WesTTex 66 Pipeline Co., and Phillips Petroleum International Corporation (incorporated by reference to Exhibit 99.1 to the Current Report of CPCo on Form 8-K filed July 14, 2000; File No. 1-720). 10.9 Master Purchase and Sale Agreement dated as of March 15, 2000, as amended as of April 6, 2000, among Atlantic Richfield Company, CH-Twenty, Inc., BP Amoco p.l.c. and CPCo (incorporated by reference to Exhibit 2 to the Current Report of CPCo on Form 8-K, filed April 18, 2000; File No. 1-720). 10.10 Trust Agreement dated June 1, 1998, between CPCo and Wachovia Bank, N.A., as Trustee of the Phillips Petroleum Company Grantor Trust. MANAGEMENT CONTRACTS AND COMPENSATORY PLANS OR ARRANGEMENTS 10.11 1986 Stock Plan of Phillips Petroleum Company. 10.12 1990 Stock Plan of Phillips Petroleum Company. 10.13 Annual Incentive Compensation Plan of Phillips Petroleum Company. 10.14 Incentive Compensation Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(g) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1999; File No. 1-720).
Exhibit Number Description - ------ ----------- 10.15 Principal Corporate Officers Supplemental Retirement Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(h) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 1995; File No. 1-720) 10.16 Phillips Petroleum Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10(n) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 2000; File No. 1-720). 10.17 Key Employee Deferred Compensation Plan of Phillips Petroleum Company. 10.18 Non-Employee Director Retirement Plan of Phillips Petroleum Company. 10.19 Omnibus Securities Plan of Phillips Petroleum Company. 10.20 Deferred Compensation Plan for Non-Employee Directors of Phillips Petroleum Company. 10.21 Key Employee Missed Credited Service Retirement Plan of Phillips Petroleum Company (incorporated by reference to Exhibit 10(s) to the Annual Report of CPCo on Form 10-K for the year ended December 31, 2000; File No. 1-720). 10.22 Phillips Petroleum Company Stock Plan for Non-Employee Directors. 10.23 Key Employee Supplemental Retirement Plan of Phillips Petroleum Company. 10.24 Defined Contribution Makeup Plan of ConocoPhillips. 10.25 Phillips Petroleum Company Executive Severance Plan (incorporated by reference to Exhibit 10(a) to the Quarterly Report of CPCo on Form 10-Q for the quarter ended June 30, 1999; File No. 1-720). 10.26 2002 Omnibus Securities Plan of Phillips Petroleum Company. 10.27 1998 Stock and Performance Incentive Plan of ConocoPhillips. 10.28 1998 Key Employee Stock Performance Plan of ConocoPhillips. 10.29 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips. 10.30 Conoco Inc. Key Employee Severance Plan (incorporated by reference to Exhibit 10.6 to the Annual Report of Holding on Form 10-K for the year ended December 31, 2001; File No. 1-14521). 10.31 Conoco Inc. Salary Deferral and Savings Restoration Plan. 10.32 Conoco Inc. Directors' Charitable Gift Plan. 10.33 Phillips Petroleum Company Director Charitable Contribution Plan.
Exhibit Number Description - ------ ----------- 10.34 ConocoPhillips Form Indemnity Agreement with Directors. 10.35 Employment Agreement, dated as of November 18, 2001, by and among ConocoPhillips, CPCo and J. J. Mulva (incorporated by reference to Exhibit 10.1 to the Form S-4). 10.36 Employment Agreement, dated as of November 18, 2001, by and among ConocoPhillips, Holding and Archie W. Dunham (incorporated by reference to Exhibit 10.2 to the Form S-4). 10.36.1 Letter Agreement, dated as of July 22, 2002, by and among Holding and Archie W. Dunham. 10.37 Letter Agreement, dated as of April 12, 2002, between Holding and Robert E. McKee III (incorporated by reference to Exhibit 10.1 to the Quarterly Report of ConocoPhillips on Form 10-Q for the quarterly period ended September 30, 2002; File No. 000-49987 (the "Form 10-Q")). 10.38 Letter Agreement, dated as of April 12, 2002, between Holding and Jim W. Nokes (incorporated by reference to Exhibit 10.2 to the Form 10-Q). 10.39 Rabbi Trust Agreement dated December 17, 1999 (incorporated by reference to Exhibit 10.11 of Holding's Form 10-K for the year ended December 31, 1999, File No. 001-14521). 10.39.1 Amendment to Rabbi Trust Agreement dated February 25, 2002. 12 Computation of Ratio of Earnings to Fixed Charges. 21 List of Principal Subsidiaries of ConocoPhillips. 23 Consent of Independent Auditors. 99.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.3 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2002.

                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                            Dated as of June 23, 1995

                                     between

                           PHILLIPS PETROLEUM COMPANY

                                       and

                            WESTSTAR BANK, as Trustee

                                 TRUST AGREEMENT

      THIS AMENDED AND RESTATED TRUST AGREEMENT made and entered into as of this
23rd day of June, 1995, by and between PHILLIPS PETROLEUM COMPANY, a Delaware
corporation with its executive offices at Phillips Building, Bartlesville,
Oklahoma (the "Company") , and WESTSTAR BANK, a state banking corporation with
its principal trust office at Weststar Bank Tower Building, 100 SE Frank
Phillips Boulevard, Bartlesville, Oklahoma 74003 (the "Trustee").

                                WITNESSETH THAT:

      WHEREAS, the Company heretofore established the Deferred Compensation Plan
for Non-Employee Directors of Phillips Petroleum Company (the "Plan") for the
purpose of providing a program whereby certain eligible members of the Board of
Directors (the "Board") of the Company may defer the payment of all or a portion
of their cash compensation or lump sum retirement benefits; and

      WHEREAS, the Company has heretofore established a trust (the "Trust")
under the terms of a Trust Agreement dated as of August 24, 1990 (the "Original
Trust Agreement") to aid the Company in meeting its obligations under the Plan,
so as, to the extent possible within the intent set forth below, to assure
payment of the Benefits under the Plan; and

      WHEREAS, the Company has made and may continue to make contributions to
this Trust from time to time, which contributions (if made) will be applied in
payment of the Company's obligations to pay such benefits; and

      WHEREAS, the Plan provides for the Company to pay all benefits thereunder
from its general assets, and the establishment and maintenance of this Trust
shall not reduce or otherwise


                                     - 1 -

affect the Company's continuing liability to pay benefits from such assets
except that the Company's liability shall be offset by actual benefit payments
made by this Trust; and

      WHEREAS, the Trust established by this Trust Agreement is intended to be
classified for income tax purposes as a "grantor trust" with the result that the
income of the Trust be treated as income of the Company pursuant to Subpart E,
Part I of Subchapter J of Chapter 1, of Subtitle A of the Internal Revenue Code
of 1986, as amended (the "Code"); and

      WHEREAS, the Company desires to amend the terms of the Trust to permit the
Trustee to receive and act upon specific directions from the Company and others
with respect to the investment and reinvestment of such particularly identified
portions of the funds.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and the Trustee agree to amend and restate the Trust Agreement as
follows:

SECTION 1. ESTABLISHMENT AND TITLE OF THE TRUST

      1.1 The Company hereby reaffirms its establishment with the Trustee of the
Trust, to accept such sums of money and other property, including without
limitation one or more insurance or annuity contracts, acceptable to the Trustee
as from time to time may be paid or delivered to the Trustee. All such money and
other property, all investments and reinvestments made therewith or proceeds
thereof and all earnings and profits thereon that are not paid to the Company as
provided in Section 6.1 of this Trust Agreement, less all payments and charges
as authorized herein, are hereinafter referred to as the "Trust Fund." The Trust
Fund shall be held by the Trustee in trust and shall be dealt with in accordance
with the provisions of this Trust Agreement. The Trust Fund shall be held for
the exclusive purpose of providing payments to the participants of the Plan and
their beneficiaries and defraying reasonable expenses of administration in
accordance with the provisions of this Trust Agreement until all such payments


                                     - 2 -

have been made; provided, however, that the Trust Fund shall at all times be
subject to the claims of the creditors of the Company as set forth in Section 7
of this Trust Agreement.

SECTION 2. ACCEPTANCE BY THE TRUSTEE

      2.1 The Trustee accepts the Trust established under this Trust Agreement
on the terms and subject to the provisions set forth herein, and it agrees to
discharge and perform fully and faithfully all of the duties and obligations
imposed upon it under this Trust Agreement.

SECTION 3. LIMITATION ON USE OF FUNDS

      3.1 No part of the corpus of the Trust Fund shall be recoverable by the
Company or used for any purpose other than for the exclusive purpose of
providing payments to participants of the Plan and their beneficiaries and
defraying reasonable expenses of administration in accordance with the
provisions of this Trust Agreement until all such payments required by this
Trust Agreement have been made; provided, however, that W nothing in this
Section 3.1 shall be deemed to limit or otherwise prevent the payment from the
Trust Fund of expenses and other charges as provided in Sections 9.1 and 9.2 of
this Trust Agreement or the application of the Trust Fund as provided in Section
5.4 of this Trust Agreement if the Trust is finally determined not to constitute
a grantor trust and (ii) the Trust Fund shall at all times be subject to the
claims of creditors of the Company as set forth in Section 7 of this Trust
Agreement.

SECTION 4. DUTIES AND POWERS OF THE TRUSTEE WITH RESPECT TO INVESTMENTS

      4.1 The assets of the Trust Fund shall be invested by the Trustee in
accordance with the written investment guidelines provided from time to time by
the Company. In this regard, pursuant to instructions given by the Company, the
Trustee shall allocate the assets of the Trust


                                     - 3 -

Fund among one or more accounts ("Accounts"). The Company may further direct the
Trustee to deposit the assets of an Account with an independent fund manager
("Custodian"), who may be a mutual fund manager, and to delegate the investment
responsibility for the Account to such Custodian.

      The Custodian of an Account shall invest and reinvest the Account as
directed by or shall arrange that the Trustee shall receive confirmation of
transactions within an Account managed by a Custodian, that no amounts invested
with a Custodian may be disbursed to anyone other than by instruction from the
Trustee, and that upon the Company's bankruptcy or insolvency the Custodian
shall be advised of such event by the Board and the Chief Executive Officer of
the Company, and such Custodians shall thereafter accept only the instructions
of the Trustee.

      In the event that assets are transferred to a Custodian pursuant to the
instructions of the Company, the Trustee shall not be responsible for the
selection of such Custodian or the acts of the Custodian including but not
limited to the safekeeping of the assets of the Account, the investments of the
assets, or disbursement of any amount from the Account by the Custodian.

      4.2 Subject to the provisions of Section 4.1, the Trustee shall have the
following additional powers and authority with respect to all property
constituting a part of the Trust Fund:

      (a)   To sell, exchange or transfer any such property at public or private
            sale for cash or on credit and grant options for the purchase or
            exchange thereof, including call options for property held in the
            Trust Fund and put options for the purchase of property.

      (b)   To participate in any plan of reorganization, consolidation, merger,
            combination, liquidation or other similar plan relating to any such
            property, and to consent to or


                                     - 4 -

            oppose any such plan or any action thereunder, or any contract,
            lease, mortgage, purchase, sale or other action by any corporation
            or other entity.

      (c)   To use Trust Fund assets to purchase, and to pay all premiums and
            other charges upon, individual or group annuity or life insurance
            contracts, the rates of return and maturity dates of which may
            reasonably be expected to yield assets of the Trust Fund sufficient
            to assist' the Company in paying benefits under the Plan, and to
            withdraw from or borrow against such policies and contracts.

      (d)   To deposit any such property with any protective, reorganization or
            similar committee; to delegate discretionary power to any such
            committee; and to pay part of the expenses and compensation of any
            such committee and any assessments levied with respect to any
            property so deposited.

      (e)   To exercise any conversion privilege or subscription right available
            in connection with any such property; to oppose or to consent to the
            reorganization, consolidation, merger or readjustment of the
            finances of any corporation, company or association, or to the sale,
            mortgage, pledge or lease of the property of any corporation,
            company or association any of the securities of which may at any
            time be held in the Trust Fund and to do any act with reference
            thereto, including the exercise of options, the making of agreements
            or subscriptions and the payment of expenses, assessments or
            subscriptions, which may be deemed necessary or advisable in
            connection therewith, and to hold and retain any securities or other
            property which it may so acquire.


                                     - 5 -

      (f)   To commence or defend suits or legal proceedings and to represent
            the Trust in all suits or legal proceedings; to settle, compromise
            or submit to arbitration, any claims, debts or damages, due or owing
            to or from the Trust.

      (g)   To exercise, personally or by general or limited power of attorney,
            any right, including the right to vote, appurtenant to any
            securities or other such property.

      (h)   To borrow money from any lender in such amounts and upon such terms
            and conditions as shall be deemed advisable or proper to carry out
            the purposes of the Trust and to pledge any securities or other
            property for the repayment of any such loan.

      (i)   To engage any legal counsel, including counsel to the Company, any
            enrolled actuary, or any other suitable agents to consult with such
            counsel, enrolled actuary, or agents with respect to the
            construction of this Trust Agreement, the duties of the Trustee
            hereunder, the transactions contemplated by this Trust Agreement or
            any act which the Trustee proposes to take or omit, to rely upon the
            advice of such counsel, enrolled actuary or agents, and to pay its
            reasonable fees, expenses and compensation.

      (j)   To register any securities held by it in its own name or in the name
            of any custodian of such property or of its nominee, including the
            nominee of any system for the central handling of securities, with
            or without the addition of words indicating that such securities are
            held in a fiduciary capacity, to deposit or arrange for the deposit
            of any such securities with such a system and to hold any securities
            in bearer form.


                                     - 6 -

      (k)   To make, execute and deliver, as Trustee, any and all deeds, leases,
            notes, bonds, guarantees, mortgages, conveyances, contracts,
            waivers, releases or other instruments in writing necessary or
            proper for the accomplishment of any of the foregoing powers.

      (l)   To transfer assets of the Trust Fund to a successor trustee as
            provided in Section 1.4.

      (m)   To exercise, generally, any of the powers which an individual owner
            might exercise in connection with property either real, personal or
            mixed held by the Trust Fund, and to do all other acts that the
            Trustee may deem necessary or proper to carry out any of the powers
            set forth in this Section 4 or otherwise in the best interests of
            the Trust Fund.

SECTION 5. PAYMENTS BY THE TRUSTEE

      5.1 The establishment of the Trust and the payment or delivery to the
Trustee of money or other property acceptable to the Trustee shall not vest in
Plan participants or their beneficiaries any right, title or interest in and to
any assets of the Trust, except as otherwise set forth in this Section 5.

      5.2 The Trustee shall make payment of Plan benefits to participants and
beneficiaries of the Plan from the assets held in the Trust Fund, if and to the
extent such assets are available for distribution, in accordance with the terms
and conditions set forth in the Plan and subject to the election, if any, of the
participant or his beneficiary thereunder.


                                     - 7 -

      5.3 If the Trust Fund is not sufficient to make one or more payments of
benefits due under the Plan to such participant or beneficiary in accordance
with the terms of the Plan, the Company shall make the balance of each such
payment as it falls due.

      5.4 Notwithstanding anything contained in this Trust Agreement to the
contrary, if at any time the Trust finally is determined by the Internal Revenue
Service ("IRS") not to be a "grantor trust" with the result that the income of
the Trust Fund is not treated as income of the Company pursuant to Subpart E,
Part I of Subchapter J of the Code, or if a tax is finally determined by the IRS
or is determined by counsel to the Trustee to be payable by any Plan participant
or beneficiary in respect of any vested interest in the Trust Fund prior to
payment of such interest to such participant or beneficiary, then the Trust
shall immediately terminate and the full fair market value of the assets in the
Trust Fund shall be returned to the Company. The Company shall fully reimburse
each participant and their beneficiaries for any tax liability they may incur
pursuant to the operation of this Section. For purposes of this Section, a final
determination of the IRS shall be a decision rendered by the IRS which is no
longer subject to administrative appeal within the IRS.

      5.5 Notwithstanding anything in this Trust Agreement to the contrary, the
Company shall remain primarily liable under the Plan to pay benefits. However,
the Company's liability under the Plan shall be reduced or offset to the extent
and by the value of any benefit payments under the Plan made from the Trust.

      5.6 The Trustee shall deduct from each payment under this Trust Agreement
any federal, state or local withholding or other taxes or charges which the
Trustee may be required to


                                     - 8 -

deduct under applicable laws, shall pay such amount to the appropriate
governmental authorities, and shall inform the Company of all amounts so
deducted and paid.

SECTION 6. FUNDING OF THE TRUST

      6.1 Amounts held for the benefit of each participant and beneficiary in
the Trust shall be held, administered and accounted for the benefit of
participants and beneficiaries of the Plan. The Trust Fund shall consist of such
sums of money and such other property acceptable to the Trustee as shall from
time to time be paid or delivered to the Trustee by the Company, and any
earnings or profits thereon. The Company shall make contributions to the Trust
from time to time in accordance with such funding method and policy as will
permit the Trust to make payment of benefits provided by the Plan. In the event
that the total assets of the Trust Fund at any time exceed the arithmetic sum of
all benefits accrued under the Plan for participants and beneficiaries, the
Trustee shall follow the written instructions from the Company as to the
disposition of such excess amount, which instructions may include payment of
such amount to the Company. In determining the value of the Trust as of any
date, Trust assets shall be valued on the basis of their then fair market value.

SECTION 7. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO PARTICIPANTS AND
BENEFICIARIES WHEN COMPANY IS INSOLVENT

      7.1 It is the intent of the parties hereto that the Trust assets are and
shall remain at all times subject to the claims of the general creditors of the
Company. Accordingly, the Company shall not create a security interest in the
Trust assets in favor of the Participants and beneficiaries of the Plan or any
creditor.


                                     - 9 -

      (a)   If the Trustee receives the notice provided for in Section 7.2
            hereof, or otherwise receives actual notice that the Company is
            insolvent or bankrupt as defined in Section 7.2 hereof, the Trustee
            will make no further distributions from the Trust to any of the
            participants or beneficiaries of the Plan but will deliver the
            entire amount of the Trust assets only as a court of competent
            jurisdiction, or duly appointed receiver or other person authorized
            to act by such a court, may direct to make the Trust assets
            available to satisfy the claims of the Company's general creditors.
            The Trustee shall resume distributions from the Trust to the
            participants and beneficiaries of the Plan under the terms hereof,
            upon no less than thirty (30) days, advance notice to the Company,
            if it determines that the Company was not, or is no longer bankrupt
            or insolvent. Unless the Trustee has actual knowledge of the
            Company's bankruptcy or insolvency, the Trustee shall have no duty
            to inquire whether the Company is bankrupt or insolvent.

      (b)   If a person claiming to be a creditor of the Company alleges in
            writing to the Trustee that the Company has become insolvent, the
            Trustee shall within thirty (30) days independently determine
            whether the Company is insolvent.

            The Company shall cooperate with and assist the Trustee in making
            such determination. In making such a determination, the Trustee may
            retain outside experts competent to advise the Trustee as to whether
            the Company has, in fact, become insolvent. The expense of retaining
            such outside experts shall be deemed to be expenses within the scope
            of Section 9.2.


                                     - 10 -

      7.2 The Board and Chief Executive officer shall advise the Trustee
promptly in writing of the Company's bankruptcy or insolvency. The Company shall
be deemed to be bankrupt or insolvent upon the occurrence of any of the
following:

      (a)   The Company shall make an assignment for the benefit of creditors,
            file a petition in bankruptcy, petition or apply to any tribunal for
            the appointment of a custodian, receiver, liquidator, sequestrator,
            or any trustee for it or a substantial part of its assets, or shall
            commence any case under any bankruptcy, reorganization, arrangement,
            readjustment of debt, dissolution, or liquidation law or statute of
            any jurisdiction (federal or state), whether now or hereafter in
            effect; or if there shall have been filed any such petition or
            application, or any such case shall have been commenced against it,
            in which an order for relief is entered or which remains
            undismissed; or the Company by any act or omission shall indicate
            its consent to, approval of or acquiescence in any such petition,
            application or case or order for relief or to the appointment of a
            custodian, receiver or any trustee for it or any substantial part of
            any of its property, or shall suffer any such custodianship,
            receivership, or trusteeship to continue undischarged; or

      (b)   The Company shall generally not pay its debts as such debts become
            due or shall cease to pay its debts in the ordinary course of
            business.

      7.3 If the Trustee discontinues payments of benefits under the Plan from
the Trust pursuant to Section 7.1 of this Trust Agreement and subsequently
resumes such payments, the first payment to a participant or beneficiary
following such discontinuance shall include the aggregate amount of all payments
which would have been made to the participant or beneficiary


                                     - 11 -

in accordance with the Plan during the period of such discontinuance, less the
aggregate amount of payments of benefits under the Plan made to the participant
or beneficiary by the Company during any such period of discontinuance.

SECTION 8. THIRD PARTIES

      8.1 A third party dealing with the Trustee shall not be required to make
inquiry as to the authority of the Trustee to take any action nor be under any
obligation to see to the proper application by the Trustee of the proceeds of
sale of any property sold by the Trustee or to inquire into the validity or
propriety of any act of the Trustee.

SECTION 9. TAXES, EXPENSES AND COMPENSATION

      9.1 The Company shall from time to time pay taxes of any and all kinds
whatsoever which at any time are lawfully levied or assessed upon or become
payable in respect of the Trust Fund, the income or any property forming a part
thereof, or any security transaction pertaining thereto. To the extent that any
taxes lawfully levied or assessed upon the Trust Fund are not paid by the
Company, the Trustee shall pay such taxes out of the Trust Fund. The Trustee
shall withhold Federal, State and local taxes from any payments made to a
participant or beneficiary in accordance with the provisions of applicable law.
The Trustee shall contest the validity of taxes in any manner deemed appropriate
by the Company or its counsel, but at the Company's expense, and only if it has
received an indemnity bond or other security satisfactory to it to pay any such
expenses. In the alternative, the Company may itself contest the validity of any
such taxes.

      9.2 The Company shall pay the Trustee such reasonable compensation for its
services as may be agreed upon in writing from time to time by the Company and
the Trustee. The


                                     - 12 -

Company shall also pay the reasonable expenses incurred by the Trustee in the
performance of its duties under this Trust Agreement, including fees of counsel
engaged by the Trustee. Such compensation and expenses shall be charged against
and paid from the Trust Fund to the extent that the Company does not pay such
compensation.

SECTION 10. ADMINISTRATION AND RECORDS

      10.1 The Trustee shall keep or cause to be kept accurate and detailed
accounts of any investments, receipts, disbursements and other transactions
hereunder, and all accounts, books and records relating thereto shall be open to
inspection and audit at all reasonable times by any person designated by the
Company. All such accounts, books and records shall be preserved (in original
form, or on microfilm, magnetic tape or any other similar process) for such
period as the Trustee may determine, but the Trustee may only destroy such
accounts, books and records after first notifying the Company in writing of its
intention to do so and transferring to the Company any of such accounts, books
and records requested.

      10.2 Within 30 days after the close of each calendar year, and within 30
days after the removal or resignation of the Trustee or the termination of the
Trust, the Trustee shall file with the Company a written account setting forth
all investments, receipts, disbursements and other transactions effected by it
during the preceding calendar year, or during the period from the close of the
preceding calendar year to the date of such removal, resignation or termination,
including a description of all investments and securities purchased and sold
with the cost or net proceeds of such purchases or sales and showing all cash,
securities and other property held at the end of such calendar year or other
period.


                                     - 13 -

      10.3 The Trustee shall from time to time permit an independent public
accountant selected by the Company (except one to whom the Trustee has
reasonable objection) to have access during ordinary business hours to such
records as may be necessary to audit the Trustee's accounts.

      10.4 As of the last day of each calendar year and such other times as the
Company may reasonably request, the fair market value of the assets held in the
Trust Fund shall be determined. Within 30 days after the close of each calendar
year, the Trustee shall file with the Company the written report of the
determination of such fair market value of the assets held in the Trust Fund.

      10.5 Nothing contained in this Trust Agreement shall be construed as
depriving the Trustee or the Company of the right to have a judicial settlement
of the Trustee's accounts, and upon any proceeding for a judicial settlement of
the Trustee's accounts or for instructions the only necessary parties thereto in
addition to the Trustee shall be the Company.

      10.6 In the event of the removal or resignation of the Trustee, the
Trustee shall deliver to the successor Trustee all records which shall be
required by the successor Trustee to enable it to carry out the provisions of
this Trust Agreement.

      10.7 In addition to any returns required of the Trustee by law, the
Trustee shall prepare and file such tax reports and other returns as the Company
and the Trustee may from time to time agree.

SECTION 11. REMOVAL OR RESIGNATION OF THE TRUSTEE AND DESIGNATION OF SUCCESSOR
TRUSTEE

      11.1 At any time the Company may remove the Trustee with or without cause,
upon at least 60 days, notice in writing to the Trustee. A copy of such notice
shall be sent to the Trustee.


                                     - 14 -

      11.2 The Trustee may resign at any time upon at least 60 days, notice in
writing to the Company.

      11.3 In the event of such removal or resignation, the Trustee shall duly
file with the Company a written account as provided in Section 10.2 of this
Trust Agreement for the period since the last previous annual accounting,
listing the investments of the Trust and any uninvested cash balance thereof,
and setting forth all receipts, disbursements, distributions and other
transactions respecting the Trust not included in any previous account.

      11.4 Within 60 days after any such notice of removal or resignation of the
Trustee, the Company shall designate a successor Trustee qualified to act
hereunder. Each such successor Trustee, during each period as it shall act as
such, shall have the powers, duties and restrictions (including without
limitation, the restrictions regarding amendment of certain sections of this
Trust Agreement as described in Section 14.1 hereof) herein conferred upon the
Trustee, and the word "Trustee" wherever used herein, except where the context
otherwise requires, shall be deemed to include any successor Trustee. Upon
designation of a successor Trustee and delivery to the resigned or removed
Trustee of written acceptance by the successor Trustee of such designation, such
resigned or removed Trustee shall promptly assign, transfer, deliver and pay
over to such Trustee, in conformity with the requirements of applicable law, the
funds and properties in its control or possession then constituting the Trust
Fund.

SECTION 12. ENFORCEMENT OF TRUST AGREEMENT AND LEGAL PROCEEDINGS

      12.1 The Company shall have the right to enforce any provision of this
Trust Agreement. The general creditors of the Company shall have the right under
federal and state laws to enforce the Trust provisions opening the Trust to such
general creditors in the event of


                                     - 15 -

insolvency of the Company. In any action or proceedings affecting the Trust the
only necessary parties shall be the Company and the Trustee and, except as
otherwise required by applicable law, no other person shall be entitled to any
notice or service of process. Any judgment entered in such an action or
proceeding shall to the maximum extent permitted by applicable law be binding
and conclusive on all persons having or claiming to have any interest in the
Trust.

SECTION 13. TERMINATION AND SUSPENSION

      13.1 The Trust shall terminate when all payments which have or may become
payable pursuant to the terms of the Trust have been made and any remaining
assets shall then be paid by Trustee to the Company.

SECTION 14. AMENDMENTS

      14.1 The Company may from time to time amend or modify, in whole or in
part, any or all of the provisions of this Trust Agreement (except Sections 1.1,
3.1, 5, 10, 11.4, 12, 13, 14 and 16, which sections may only be amended by the
unanimous written consent of all participants and beneficiaries of the Plan),
with the written consent of the Trustee, but without the consent of any
participant or beneficiary of the Plan, provided that any such amendment shall
not adversely affect the rights of any participant or beneficiary hereunder, or
cause the Trust to cease to constitute a grantor trust as described in Section
5.4 of this Trust Agreement; provided further, that the Trust created hereunder
shall be irrevocable by the Company without the express written consent of all
participants and beneficiaries of the Plan.

      14.2 The Company and the Trustee shall execute such supplements to, or
amendments of, this Trust Agreement as shall be necessary to give effect to any
such amendment or modification.


                                     - 16 -

SECTION 15. NONALIENATION

      15.1 Except insofar as applicable law may otherwise require and subject to
Sections 1.1, 3.1 and 7 of this Trust Agreement, W no amount payable to or in
respect of any participant or beneficiary at any time under the Trust shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such amount, whether presently or thereafter payable,
shall be void; and (ii) the Trust Fund shall in no manner be liable for or
subject to the debts or liabilities of a participant or beneficiary.

SECTION 16. COMMUNICATIONS

      16.1 Communications to the Company shall be addressed to Phillips
Petroleum Company, Attention: Senior Vice President and Treasurer, 17 Phillips
Building, Bartlesville, Oklahoma 74004; provided, however, that upon the
Company's written request, such communications shall be sent to such other
address as the Company may specify.

      16.2 Communications to the Trustee shall be addressed to WestStar Bank,
Attention: Trust Department, 100 S. E. Frank Phillips Boulevard, Bartlesville,
Oklahoma 74003; provided, however, that upon the Trustee's written request, such
communications shall be sent to such other address as the Trustee may specify.

      16.3 No communication shall be binding on the Trustee until it is received
by the Trustee, no communication shall be binding on the Company until it is
received by the Company and no communication shall be binding on any participant
or beneficiary until it is received by the participant or beneficiary.


                                     - 17 -

      16.4 Any action of the Company pursuant to this Trust Agreement, including
all orders, requests, directions, instructions, approvals and objections of the
Company to the Trustee, shall be in writing, signed on behalf of the Company by
any duly authorized officer of the Company. Any action by any participant or
beneficiary shall be in writing. The Trustee may rely on, and will be fully
protected with respect to any such action taken or omitted in reliance on, any
information, order, request, direction, instruction, approval, objection, and
list delivered to the Trustee by the Company or, to the extent applicable under
this Trust Agreement by a participant or beneficiary.

SECTION 17. MISCELLANEOUS PROVISIONS

      17.1 This Trust Agreement shall be binding upon and inure to the benefit
of the Company and the Trustee and their respective successors and assigns and
the personal representatives of individuals.

      17.2 The Trustee assumes no obligation or responsibility with respect to
any action required by this Trust Agreement on the part of the Company.

      17.3 Each participant or beneficiary shall file with the Trustee such
pertinent personal information as the Trustee shall specify, and shall have no
rights nor be entitled to any benefits under the Trust unless such information
is filed.

      17.4 Any corporation into which the Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any merger,
reorganization or consolidation to which the Trustee may be a party, or any
corporation to which all or substantially all the trust business of the Trustee
may be transferred shall be the successor of the Trustee hereunder without the
execution or filing of any instrument or the performance of any act.


                                     - 18 -

      17.5 Titles to the Sections of this Trust Agreement are included for
convenience only and shall not control the meaning or interpretation of any
provision of this Trust Agreement.

      17.6 This Trust Agreement and the Trust established here under shall be
governed by and construed, enforced, and administered in accordance with the
laws of the State of Oklahoma and the Trustee shall be liable to account only in
the courts of the State of Oklahoma.

      17.7 This Trust Agreement may be executed in any number of counterparts,
each of which shall be deemed to be the original although the others shall not
be produced.

      17.8 The words "beneficiary" or "beneficiaries" shall have the meaning set
forth in the Plan.

IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the parties
hereto as of the day and year first above written.


ATTEST:                               PHILLIPS PETROLEUM COMPANY


By:      /s/  Dale J. Billam          By:      /s/  T. C. Morris
         --------------------------            ---------------------------------
Title:   Secretary                    Title:   Sr. V. P., Treasurer and CFO
         --------------------------            ---------------------------------


                                      WESTSTAR BANK, a state banking corporation
ATTEST:

By:      /s/  Frances David           By:      /s/  Bertha Lankriet
         --------------------------            ---------------------------------
Title:   Asst. Secretary              Title:   Vice President and Trust Officer
         --------------------------            ---------------------------------


                                     - 19 -

STATE OF OKLAHOMA)           )

                             )    SS

COUNTY OF WASHINGTON         )

      On this 23rd day of June 1995, before me came T. C. Morris to me known,
who, being by me duly sworn, did depose and say that he resides at Bartlesville,
Oklahoma; that he is the Sr. V.P., Treasurer & CFO of PHILLIPS PETROLEUM
COMPANY, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation or by a duly authorized committee
thereof; and that he signed his name thereto by like order.


                                            /s/ Connie Wallace
                                            ------------------------------------
                                            Notary Public

My Commission expires:

July 11, 1996

STATE OF OKLAHOMA)              )

                                )    SS

COUNTY OF WASHINGTON            )

      On this 22nd day of June 1995, before me came Bertha Lanckriet to me
known, who, being by me duly sworn, did depose and say that she resides at
Bartlesville, Oklahoma; that she is the V. Pres. & Trust Officer of WESTSTAR
BANK, a state banking corporation, the corporation described in and which
executed the foregoing instrument; that she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that she
signed her name thereto by like order.


                                            /s/ Mickie Wheat
                                            ------------------------------------
                                            Notary Public

My Commission Expires:

March 20, 1999




                                                                   Exhibit 10.10


                           PHILLIPS PETROLEUM COMPANY

                             GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made as of this 1st day
of June, 1998 by and between PHILLIPS PETROLEUM COMPANY ("the Company") and
WACHOVIA BANK, N.A. ("the Trustee").

                                    RECITALS

(a)      WHEREAS, the Company has adopted the nonqualified deferred
         compensation Plans and Agreements (the "Arrangements") as listed in
         Attachment 1;

(b)      WHEREAS, the Company has incurred or expects to incur liability under
         the terms of such Arrangements with respect to the individuals
         participating in such Arrangements (the "Participants and
         Beneficiaries");

(c)      WHEREAS, The Chase Manhattan Bank, N.A. ("Chase") currently serves as
         trustee for the Arrangements;

(d)      WHEREAS, the Company has determined that Chase shall no longer serve as
         trustee for the Arrangements and that Wachovia Bank, N.A. shall serve
         as successor trustee for the Arrangements effective as of June 1, 1998;

(e)      WHEREAS, the Trustee wishes to serve as trustee for the Arrangements;

(f)      WHEREAS, the Company and the Trustee deem it necessary and desirable to
         enter into this written agreement of Trust for the Arrangements (the
         "Trust Agreement") to amend and restate the terms and conditions of the
         Trust for the Arrangements (the "Trust");

(g)      WHEREAS, the Trust has been and is intended to be a "grantor trust"
         with the corpus and income of the Trust treated as assets and income of
         the Company for federal income tax purposes pursuant to Sections 671
         through 679 of the Internal Revenue Code of 1986, as amended;

(h)      WHEREAS, the Company desires that the terms of the Trust continue to
         permit the particular identification of portions of the funds deposited
         in trust to particular Arrangements and to permit the Trustee to
         receive and act upon specific directions from the Company and others
         with respect to the investment and reinvestment of such particularly
         identified portions of the funds prior to a Change of Control;

(i)      WHEREAS, subject to the claims of the creditors of the Company or its
         Participating Subsidiaries, as defined herein, in the event of the
         Insolvency (as herein defined) of the Company or its Participating
         Subsidiaries, the Company hereby contributes to the Trust assets that
         should be held therein until paid to Participants and their
         Beneficiaries in such manner and at such times as specified in the
         Arrangements and in this Trust Agreement;


(j)      WHEREAS, it is the intention of the parties that this Trust shall
         constitute an unfunded arrangement and shall not affect the status of
         the Arrangements as an unfunded plan maintained for the purpose of
         providing deferred compensation for a select group of management or
         highly compensated employees for purposes of Title I of the Employee
         Retirement Income Security Act of 1974, as amended ("ERISA"); and

(k)      WHEREAS, it is the intention of the Company to make contributions to
         the Trust to provide itself with a source of funds (the "Fund") to
         assist it in satisfying its liabilities under the Arrangements.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

SECTION 1.   ESTABLISHMENT OF THE TRUST

(a)      The Trust is intended to be a Grantor Trust, of which the Company is
         the Grantor, within the meaning of subpart E, part 1, subchapter J,
         chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.

(b)      The Company shall be considered a Grantor for the purposes of the
         Trust.

(c)      Subject to Section 5(b), the Trust hereby established is irrevocable by
         the Company.

(d)      The Company hereby agrees that the assets held in the Trust by Chase
         for the Arrangements shall be transferred to the Trustee in the Trust
         and shall become the principal of the Trust to be held, administered
         and disposed of by the Trustee as provided in this Trust Agreement.

(e)      The principal of the Trust, and any earnings thereon shall be held
         separate and apart from other funds of the Company and shall be used
         exclusively for the uses and purposes of Participants and general
         creditors as herein set forth. Participants and their Beneficiaries
         shall have no preferred claim on, or any beneficial ownership interest
         in, any assets of the Trust. Any rights created under the Arrangements
         and this Trust Agreement shall be unsecured contractual rights of
         Participants and their Beneficiaries against the Company. Any assets
         held by the Trust will be subject to the claims of the general
         creditors of the Company under federal and state law in the event the
         Company is Insolvent, as defined in Section 3(a) herein.

(f)      The Company, in its sole discretion, may at any time, or from time to
         time, make additional deposits of cash or other property acceptable to
         the Trustee in the Trust to augment the principal to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement. Prior to a Change of Control, neither the Trustee nor any
         Participant or Beneficiary shall have any right to compel additional
         deposits.

(g)      Upon a Change of Control, the Company shall, as soon as possible, but
         in no event longer than thirty (30) days following the occurrence of a
         Change of Control, as defined herein, make an irrevocable contribution
         to the Trust in an amount that is sufficient to fund the Trust in an
         amount equal to no less than one-hundred percent (100%) but no more
         than


         one-hundred and twenty (120%) of the Required Funding Amount, together
         with the amount of the Expense Account as established by the Trustee
         pursuant to Section 1(h). The determination of such Required Funding
         Amount and the Expense Account to be contributed after a Change of
         Control shall be determined by the Trustee in the same manner as the
         determination of such amount required under paragraph (f) of this
         Section 1, and such amounts shall be communicated to the Company by the
         Trustee in writing

(h)      The Trustee may from time to time earmark funds in the Fund to be held
         in an Expense Account and used to pay the Trustee's fees and Trust
         expenses, provided that the aggregate of all amounts credited to the
         Expense Account prior to a Change of Control shall not be more than
         $250,000, and after a Change of Control shall not be less than $250,000
         nor more than two percent (2%) of the value of the Fund. To the extent
         that there is a balance in the Expense Account, the Trustee shall
         utilize such Expense Account for payment of its fees and expenses, and
         in the absence of such a balance, the Trustee shall seek payment from
         the Company. In the event that the Company shall fail or refuse to make
         such payment within sixty (60) days of demand, the Trustee may satisfy
         such obligations out of the assets of the Trust. If after a Change of
         Control the Trustee satisfies obligations out of the assets of the
         Trust, the Company shall immediately upon demand by the Trustee deposit
         into the Trust Fund a sum equal to the amount demanded by the Trustee
         to reimburse the Fund for such expenses. If such funds are not
         deposited with sixty (60) days of such demand, the Trustee may, in its
         discretion, commence legal action against the Company for recovery of
         the amount paid out of the Trust and demanded by the Trustee.

(i)      In its discretion, the Trustee may institute an action to collect a
         contribution due the Trust following a Change of Control or in the
         event that the Trust should ever experience a short-fall in the amount
         of assets necessary to make payments pursuant to the terms of the
         Arrangements, or if the Company should ever fail to contribute the
         amounts requested by the Trustee pursuant to Sections I (f) or I (g).

SECTION 2.   PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a)      Prior to a Change of Control, distributions from the Trust shall be
         made by the Trustee to Participants and Beneficiaries at the direction
         of the Company except as may otherwise be provided by this Trust. The
         entitlement of a Participant or his or her Beneficiaries to benefits
         under the Arrangements shall be determined by the Company or such party
         or professional administrator as it shall designate under the
         Arrangements as the Company's agent, and any claim for such benefits
         shall be considered and reviewed under the procedures set out in the
         Arrangements except as may otherwise be provided by this Trust.

(b)      Notwithstanding Section 2(a), a Participant or Beneficiary who believes
         that he is entitled to a distribution pursuant to one or more of the
         Arrangements may make application to the Trustee for an independent
         determination by the Trustee concerning his entitlement after he has
         exhausted his administrative remedies under the Arrangement at issue.
         In making its independent determination, the Trustee may consider
         information provided it


         by the Participant or Beneficiary or the Company. The Trustee shall, in
         such case, reach its own independent determination as to the
         Participant's or Beneficiary's entitlement to such benefits under the
         Arrangement, even if the Trustee has been informed by the Company that
         the individual is not entitled to the benefit. Such determination shall
         be made within sixty (60) days of the Trustee's receipt of the
         Participant's or Beneficiary's application for determination. If the
         Trustee so desires, it may, in its sole discretion, make additional
         inquiries and take such additional measures as it deems necessary in
         order to enable it to determine whether such benefits claimed are due
         and payable, including but not limited to, interviewing or requesting
         affidavits from appropriate persons. The Trustee may engage an actuary,
         independent of the Company, to assist it in determining whether
         benefits are due and payable. In addition, the Trustee may engage its
         own counsel or other experts it deems necessary. The cost of such
         actuary, counsel, and other expert, and any other costs reasonably
         incurred by the Trustee in making its determination shall be borne by
         the Company. If the Company fails to pay any such costs when due, the
         Trustee may use the assets of the Trust Fund to pay them as provided in
         Section I(h). The determination of the Trustee shall be final and
         binding on all parties. Upon determining that an individual is entitled
         to receive payment of a benefit, the Trustee shall notify such
         individual and the Company of the amount payable and the data upon
         which such determination is based. The Company waives any right to
         contest any amount paid over by the Trustee hereunder pursuant to a
         good faith determination made by the Trustee notwithstanding any claim
         by or on behalf of the Company (absent a manifest abuse of discretion
         by the Trustee) that such payments should not be made.

(c)      The Company may make payment of benefits directly to Participants or
         their Beneficiaries as they become due under the terms of the
         Arrangements. The Company shall notify the Trustee of its decision to
         make payment of benefits directly to Participants or their
         Beneficiaries prior to the time amounts are payable to such
         individuals. The Trustee may reimburse the Company for such payments
         upon presentation of proof satisfactory to the Trustee, in its
         discretion, that such payments have in fact been made. In the event the
         Company makes such payments directly, the Company may request the
         Trustee within thirty (30) days of the making of the payment to
         reimburse the Company for such payment from the Trust, and upon receipt
         of evidence satisfactory to the Trustee that such payment has been
         made, the Trustee shall pay such reimbursement to the Company. In
         addition, if the principal of the Trust, and any earnings thereon, are
         not sufficient to make payments of benefits in accordance with the
         terms of the Arrangements, the Company shall make the balance of each
         such payment as it falls due in accordance with the Arrangements. The
         Trustee shall notify the Company where principal and earnings are not
         sufficient. Nothing in this Agreement shall relieve the Company of its
         liabilities to pay benefits due under the Arrangements except to the
         extent such liabilities are met by application of assets of the Trust.

(d)      The Company shall provide the Trustee with a copy of each Arrangement
         and shall provide the Trustee with a copy of any amendment to any
         Arrangement within thirty (30) days of the adoption of the amendment.
         The Trustee shall be entitled to rely on the terms of each Arrangement
         as in effect prior to its amendment until the Trustee receives a copy
         of such amendment.


(e)      On or before each Funding Date, the Company shall deliver to the
         Trustee a schedule of benefits due under the Arrangements. Such
         information shall, for defined benefit obligations, consist of
         information of the same type as is furnished by the Company to the
         actuary for its tax qualified defined benefit plan for those
         Participants actively employed, recognizing that individual benefit
         amounts cannot be finalized until commencement of benefits and
         application of certain federal tax limitations to the Participant's
         qualified plan benefits. Such information for individual deferred
         compensation account balances and defined contribution obligations
         shall consist of such information as determined by the third party
         recordkeeper. The Company agrees to cooperate at all times with the
         Trustee to furnish updated data as is necessary to determine final
         benefits due to each Participant and Beneficiary. Subsequent to a
         Change of Control, the Trustee shall pay benefits due in accordance
         with such schedule. After a Change of Control, the Company shall
         continue to make the determination of benefits due to Participants or
         their Beneficiaries and shall provide the Trustee with an updated
         schedule of benefits due; provided however, a Participant or their
         Beneficiaries may make application to the Trustee for an independent
         decision as to the amount or form of their benefits due under the
         Arrangements as provided by Section 2(b).

(f)      The Trustee agrees that it will not itself institute any action at law
         or at equity, whether in the nature of an accounting, interpleading
         action, request for a declaratory judgment or otherwise, requesting a
         court or administrative or quasi-judicial body to make the
         determination required to be made by the Trustee under this Section 2
         in the place and stead of the Trustee.

SECTION 3.   TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO THE TRUST BENEFICIARY
             WHEN THE COMPANY IS INSOLVENT

(a)      The Trustee shall cease payment of benefits to Participants and their
         Beneficiaries if the Company is Insolvent. The Company shall be
         considered "Insolvent" for purposes of this Trust Agreement if (i) the
         Company is unable to pay its debts as they become due, or (ii) the
         Company is subject to a pending proceeding as a debtor under the United
         States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, the principal and
         income of the Trust shall be subject to claims of general creditors of
         the Company under federal and state law as set forth below.

         (1)      The Board of Directors and the Chief Executive Officer of the
                  Company shall have the duty to inform the Trustee in writing
                  that the Company is Insolvent. If a person claiming to be a
                  creditor of the Company alleges in writing to the Trustee that
                  the Company has become Insolvent, the Trustee shall determine
                  whether the Company is Insolvent and, pending such
                  determination, the Trustee shall discontinue payment of
                  benefits to Participants or their Beneficiaries.

         (2)      Unless the Trustee has actual knowledge that the Company is
                  Insolvent, or has received notice from the Company or a person
                  claiming to be a creditor alleging that the Company is
                  Insolvent, the Trustee shall have no duty to inquire whether


                  the Company is Insolvent. The Trustee may in all events rely
                  on such evidence concerning the Company's solvency as may be
                  furnished to the Trustee and that provides the Trustee with a
                  reasonable basis for making a determination concerning the
                  Company's solvency.

         (3)      If at any time the Trustee has determined that the Company is
                  Insolvent, the Trustee shall discontinue payments to
                  Participants or their Beneficiaries and shall hold the assets
                  of the Trust for the benefit of the Company's general
                  creditors. Nothing in this Trust Agreement shall in any way
                  diminish any rights of Participants or their Beneficiaries to
                  pursue their rights as general creditors of the Company with
                  respect to benefits due under the Arrangements or otherwise.

         (4)      The Trustee shall resume the payment of benefits to
                  Participants or their Beneficiaries in accordance with Section
                  2 of this Trust Agreement only after the Trustee has
                  determined that the Company is not Insolvent (or is no longer
                  Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee discontinues
         the payment of benefits from the Trust pursuant to Section 3(b) hereof
         and subsequently resumes such payments, the first payment following
         such discontinuance shall include the aggregate amount of all payments
         due to Participants or their Beneficiaries under the terms of the
         Arrangements for the period of such discontinuance, less the aggregate
         amount of any payments made to Participants or their Beneficiaries by
         the Company in lieu of the payments provided for hereunder during any
         such period of discontinuance.

(d)      For purposes of this Section 3, Company shall include its Participating
         Subsidiaries, where "Participating Subsidiary" is defined as 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 of the Arrangements and has employed one or more
         Participants.

SECTION 4.   PAYMENTS WHEN A SHORT-FALL OF THE TRUST ASSETS OCCURS

(a)      If there are not sufficient assets for the payment of benefits pursuant
         to Section 2 or Section 3(c) hereof and the Company does not otherwise
         make such payments within a reasonable time after demand from the
         Trustee, the Trustee shall make payment of benefits from the Trust to
         the Participants or their Beneficiaries as payments become due to those
         individuals. If at any time the assets of the Trust are insufficient to
         pay all Participants and Beneficiaries to whom a payment is then owed,
         such payments shall be reduced pro rata based on the amounts then due
         and payable.

(b)      Upon receipt of a contribution from the Company necessary to make up
         for a shortfall in the payments due, the Trustee shall resume payments
         to all the Participants and Beneficiaries under the Arrangements. The
         Trustee shall have the night to compel a contribution to the Trust from
         the Company to make-up for any shortfall at any time.


SECTION 5.   PAYMENTS TO THE COMPANY

(a)      Except as provided in Sections 2(c), 3, 5(b) and 8(a), the Company
         shall have no right or power to direct the Trustee to return to the
         Company or to divert to others any of the Trust assets before all
         payment of benefits have been made to Participants and their
         Beneficiaries pursuant to the terms of the Arrangements.

(b)      If this Trust is determined to not constitute: (i) a grantor trust as
         set forth in paragraph (g) of the Recitals, or (ii) an unfunded
         arrangement under ERISA as set forth in paragraph (j) of the Recitals,
         by a federal court and appeals from that holding are no longer timely
         or have been exhausted, this Trust shall terminate. The Board of
         Directors of the Company may also terminate this Trust if it
         determines, based upon an opinion of legal counsel which is
         satisfactory to the Trustee, that either (i) judicial authority or the
         opinion of the U.S. Department of Labor, Treasury Department or
         Internal Revenue Service (as expressed in proposed or final
         regulations, advisory opinions or rulings, or similar administrative
         announcements) creates a significant risk that the Trust will be
         funding for a pension benefit plan within the meaning of ERISA ("ERISA
         Funding") or the Internal Revenue Code ("Tax Funding"), or (ii) ERISA
         or the Internal Revenue Code requires the Trust to be amended in a way
         that creates a significant risk that the Trust will be held to be ERISA
         Funding or Tax Funding, and failure to so amend the Trust could subject
         the Company to significant penalties. Upon any such termination, the
         assets of the terminated Trust remaining after payment of the Trustee's
         fees and expenses shall be distributed, in accordance with the written
         directions of the Company, as follows:

         (1)      Prior to a Change of Control, such assets of the Trust shall
                  be transferred to a new trust established by the Company which
                  is not deemed to be ERISA Funding or Tax Funding, but which is
                  substantially similar in all other respects to this Trust, as
                  determined by the Trustee in its sole discretion, if the
                  Company determines that it is possible to establish such a
                  trust;

         (2)      Following a Change of Control or if the Company determines
                  that it is not possible or practical to establish the trust
                  pursuant to (1) above, then upon the written consent of a
                  seventy-five percent (75%) majority of the Participants and
                  Beneficiaries, the assets of the Trust may be distributed to
                  the Company; or

         (3)      If the Company determines that it is not possible or practical
                  to establish the trust pursuant to (1) above and the Company
                  either (i) fails to receive the consent of a seventy-five
                  percent (75%) majority of the Participants and Beneficiaries
                  within thirty (30) days of such termination, or (ii) upon the
                  direction of the Company, then the assets shall be distributed
                  to Participants and Beneficiaries, as the case may be, pro
                  rata based on the then present value of the benefits to which
                  they would have otherwise been entitled; provided, however
                  that in the event any portion of the Trust Fund Was been
                  identified with a particular Arrangement, the portion of the
                  Fund so identified with that Arrangement shall be first so
                  distributed to provide benefits of that Arrangement, and the
                  excess, if any, shall be so distributed pro rata to the extent
                  necessary to provide benefits of other


                  Arrangements. If a surplus remains in the Trust after such
                  distributions, it shall be returned to the Company.

SECTION 6.   INVESTMENT AUTHORITY

(a)      The Trustee shall not be liable in discharging its duties hereunder,
         including without limitation its duty to invest and reinvest the Fund,
         if it acts for the exclusive benefit of the Participants and their
         Beneficiaries, in good faith and as a prudent person would act in
         accomplishing a similar task and in accordance with the terms of this
         Trust Agreement and any applicable federal or state laws, rules or
         regulations.

(b)      Subject to investment guidelines agreed to in writing from time to time
         by the Company and the Trustee prior to a Change of Control, the
         Trustee shall have the power in investing and reinvesting the Fund in
         its sole discretion:

         (1)      To invest and reinvest in any readily marketable common and
                  preferred stocks, bonds, notes, debentures (including
                  convertible stocks and securities but not including any stock
                  or security of Phillips Petroleum Company other than a de
                  minimus amount held in a collective or mutual fund),
                  certificates of deposit or demand or time deposits (including
                  any such deposits with the Trustee) and shares of investment
                  companies and mutual funds, without being limited to the
                  classes or property in which the Trustees are authorized to
                  invest by any law or any rule of court of any state and
                  without regard to the proportion any such property may bear to
                  the entire amount of the Fund;

         (2)      To commingle for investment purposes all or any portion of the
                  Fund with assets of any other similar trust or trusts
                  established by the Company with the Trustee for the purpose of
                  safeguarding deferred compensation or retirement income
                  benefits of its employees;

         (3)      To retain any property at any time received by the Trustee;

         (4)      To sell or exchange any property held by it at public or
                  private sale, for cash or on credit, to grant and exercise
                  options for the purchase or exchange thereof, to exercise all
                  conversion or subscription rights pertaining to any such
                  property and to enter into any covenant or agreement to
                  purchase any property in the future;

         (5)      To participate in any plan of reorganization, consolidation,
                  merger, combination, liquidation or other similar plan
                  relating to property held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (6)      To deposit any property held by it with any protective,
                  reorganization or similar committee, to delegate discretionary
                  power thereto, and to pay part of the expenses and
                  compensation thereof any assessments levied with respect to
                  any such property to deposit;

         (7)      To extend the time of payment of any obligation held by it;


         (8)      To hold uninvested any moneys received by it, without
                  liability for interest thereon, but only in anticipation of
                  payments due for investments, reinvestments, expenses or
                  disbursements;

         (9)      To exercise all voting or other rights with respect to any
                  property held by it and to grant proxies, discretionary or
                  otherwise, which shall be at the direction of the Financial
                  Administrator prior to a Change of Control;

         (10)     For the purposes of the Trust, to borrow money from others, to
                  issue its promissory note or notes therefor, and to secure the
                  repayment thereof by pledging any property held by it;

         (11)     To employ suitable contractors and counsel, who may be counsel
                  to the Company or to the Trustee, and to pay their reasonable
                  expenses and compensation from the Fund to the extent not paid
                  by the Company;

         (12)     To register investments in its own name or in the name of a
                  nominee; to hold any investment in bearer form; and to combine
                  certificates representing securities with certificates of the
                  same issue held by it in other fiduciary capacities or to
                  deposit or to arrange for the deposit of such securities with
                  any depository, even though, when so deposited, such
                  securities may be held in the name of the nominee of such
                  depository with other securities deposited therewith by other
                  persons, or to deposit or to arrange for the deposit of any
                  securities issued or guaranteed by the United States
                  government, or any agency or instrumentality thereof,
                  including securities evidenced by book entries rather than by
                  certificates, with the United States Department of the
                  Treasury or a Federal Reserve Bank, even though, when so
                  deposited, such securities may not be held separate from
                  securities deposited therein by other persons; provided,
                  however, that no securities held in the Fund shall be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any individual property of the Trustee, and provided,
                  further, that the books and records of the Trustee shall at
                  all times show that all such securities are part of the Trust
                  Fund;

         (13)     To settle, compromise or submit to arbitration any claims,
                  debts or damages due or owing to or from the Trust,
                  respectively, to commence or defend suits or legal proceedings
                  to protect any interest of the Trust, and to represent the
                  Trust in all suits or legal proceedings in any court or before
                  any other body or tribunal; provided, however, that the
                  Trustee shall not be required to take any such action unless
                  it shall have been indemnified by the Company to its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (14)     To hold and retain policies of life insurance or interests
                  therein, annuity contracts, and other property of any kind
                  which policies are contributed to the Trust by the Company or
                  any subsidiary of the Company or are purchased by the Trustee;

         (15)     To hold any other class of assets which may be contributed by
                  the Company and that is deemed reasonable by the Trustee,
                  unless expressly prohibited herein;


         (16)     Generally, to do all acts, whether or not expressly
                  authorized, that the Trustee may deem necessary or desirable
                  for the protection of the Fund.

(c)      Prior to a Change of Control, the Company shall have the right, subject
         to this Section to direct the Trustee with respect to investments,
         including the right to identify portions of the funds in Trust to
         particular Arrangements.

         (1)      The Company may at any time direct the Trustee to segregate
                  all or a portion of the Fund in a separate investment account
                  or accounts and may appoint one or more investment managers
                  and/or an investment committee established by the Company to
                  direct the investment and reinvestment of each such investment
                  account or accounts. In such event, the Company shall notify
                  the Trustee of the appointment of each such investment manager
                  and/or investment committee. No such investment manager shall
                  be related, directly or indirectly, to the Company, but
                  members of the investment committee may be employees of the
                  Company.

         (2)      Thereafter, the Trustee shall make every sale or investment
                  with respect to such investment account as directed in writing
                  by the investment manager or investment committee. It shall be
                  the duty of the Trustee to act strictly in accordance with
                  each direction. The Trustee shall be under no duty to question
                  any such direction of the investment manager or investment
                  committee, to review any securities or other property held in
                  such investment account or accounts acquired by it pursuant to
                  such directions or to make any recommendations to the
                  investment managers or investment committee with respect to
                  such securities or other property.

         (3)      Prior to a Change of Control, the Company may particularly
                  identify a portion of the Trust Fund with a particular
                  Arrangement, and the portion thus identified shall prior to a
                  Change of Control be invested as instructed by the Company and
                  shall be restricted in application to provide benefits or to
                  reimburse the Company pursuant to Section 2(c) for benefits
                  paid under such Arrangement as to which the particularly
                  identified portion has been identified.

         (4)      Notwithstanding the foregoing, the Trustee, without obtaining
                  prior approval or direction from an investment manager or
                  investment committee, shall invest cash balances held by it
                  from time to time in short term cash equivalents including,
                  but not limited to, through the medium of any short term
                  mutual fund established and maintained by the Trustee subject
                  to the instrument establishing such trust fund, U.S. Treasury
                  Bills, commercial paper (including such forms of commercial
                  paper as may be available through the Trustee's Trust
                  Department), certificates of deposit (including certificates
                  issued by the Trustee in its separate corporate capacity), and
                  similar Type securities, with a maturity not to exceed one
                  year; and, furthermore, sell such short term investments as
                  may be necessary to carry out the instructions of an
                  investment manager or investment committee regarding more
                  permanent type investment and directed distributions.


         (5)      The Trustee shall neither be liable nor responsible for any
                  loss resulting to the Fund by reason of any sale or purchase
                  of an investment directed by an investment manager or
                  investment committee nor by reason of the failure to take any
                  action with respect to any investment which was acquired
                  pursuant to any such direction in the absence of further
                  directions of such investment manager or investment committee.

         (6)      Notwithstanding anything in this Agreement to the contrary,
                  the Trustee shall be indemnified and saved harmless by the
                  Company from and against any and all personal liability to
                  which the Trustee may be subjected by carrying out any
                  directions of an investment manager or investment committee
                  issued pursuant hereto or for failure to act in the absence of
                  directions of the 'investment manager or investment committee
                  including, all expenses reasonably incurred in its defense in
                  the event the Company fails to provide such defense; provided,
                  however, the Trustee shall not be so indemnified if it
                  participates knowingly in, or knowingly undertakes to conceal,
                  an act or omission of an investment manager or investment
                  committee, having actual knowledge that such act or omission
                  is a breach of a fiduciary duty; provided further, however,
                  that the Trustee shall not be deemed to have knowingly
                  participated in or knowingly undertaken to conceal an act or
                  omission of an investment manager or investment committee with
                  knowledge that such act or omission was a breach of fiduciary
                  duty by merely complying with directions of an investment
                  manager or investment committee or for failure to act in the
                  absence of directions of an investment manager or investment
                  committee. The Trustee may rely upon any order, certificate,
                  notice, direction or other documentary confirmation purporting
                  to have been issued by the investment manager or investment
                  committee which the Trustee believes to be genuine and to have
                  been issued by the investment manager or investment committee.
                  The Trustee shall not be charged with knowledge of the
                  termination of the appointment of any investment manager or
                  investment committee until it receives written notice thereof
                  from the Company.

(d)      Following a Change of Control, the Trustee shall have the sole and
         absolute discretion in the management of the Trust assets and shall
         have all the powers set forth under Section 6(b). In investing the
         Trust assets, the Trustee shall consider:

         (1)      the needs of the Arrangements;

         (2)      the need for matching of the Trust assets with the liabilities
                  of the Arrangements; and

         (3)      the duty of the Trustee to act solely in the best interests of
                  the Participants and their Beneficiaries.

(e)      The Trustee shall have the right, in its sole discretion, to delegate
         its investment responsibility to an investment manager who may be an
         affiliate of the Trustee. In the event the Trustee shall exercise this
         right, the Trustee shall remain, at all times responsible for the acts
         of an investment manager.


(f)      The Company shall have the right at any time, and from time to time in
         its sole discretion, to substitute assets of equal fair market value
         for any asset held by the Trust. This right is exercisable by the
         Company in a nonfiduciary capacity without the approval or consent of
         any person in a fiduciary capacity; provided, however, that such assets
         and asset values must be confirmed and agreed by the Trustee prior to
         any such substitution as provided by this Section 6(g).

(g)      Except for insurance contracts, the value of any assets reacquired
         under Section 6(f) shall be determined as provided in this paragraph.
         The value of any insurance contract reacquired under Section 6(f) shall
         be the present value of future projected cash flow or benefits payable
         under the Contract, but not less than the cash surrender value. The
         projection shall include death benefits based on reasonable mortality
         assumptions. including known facts specifically relating to the health
         of the insured and the terms of the Contract to be reacquired. Values
         shall be reasonably determined by the Trustee and may be based on the
         determination of agents or experts selected by the Trustee. The Trustee
         shall have the right, but shall be under no duty or obligation, to
         secure confirmation of value by an agent or expert for all property to
         be substituted for other property.

SECTION 7.   INSURANCE CONTRACTS

(a)      To the extent that the Trustee is directed by the Company prior to a
         Change of Control to invest part or all of the Trust Fund in insurance
         contracts, the type and amount thereof shall be specified by the
         Company. The Trustee shall be under no duty to make inquiry as to the
         propriety of the type or amount so specified.

(b)      Each insurance contract issued shall provide that the Trustee shall be
         the owner thereof with the power to exercise all rights, privileges,
         options and elections granted by or permitted under such contract or
         under the rules of the insurer. The exercise by the Trustee of any
         incidents of ownership under any contract shall, prior to a Change of
         Control, be subject to the direction of the Company. After a Change of
         Control, the Trustee shall have all such rights.

(c)      The Trustee shall have no power to name a beneficiary of the policy
         other than the Trust, to assign the policy (as distinct from conversion
         of the policy to a different form) other than to a successor Trustee,
         or to loan to any person the proceeds of any borrowing against an
         insurance policy held in the Trust Fund.

         No insurer shall be deemed to be a party to the Trust and an insurer's
         obligations shall be measured and determined solely by the terms of
         contracts and other agreements executed by the insurer.

SECTION 8.   DISPOSITION OF INCOME

(a)      Subject to Sections 2(c) and 3, no income received by the Trust may be
         returned to the Company, but shall be accumulated and reinvested within
         the Trust, except for that portion of the assets of the Trust which is
         determined by the Trustee to be in excess of one-hundred and twenty
         percent (120%) of the Required Funding Amount. Following a


         Change of Control, any return of assets pursuant to this Section 8, and
         subject to Sections 2(c) and 3, shall be limited to that portion of the
         assets which exceeds 120% of the sum of the Required Funding Amount and
         the Expense Fund as determined by the Trustee in its discretion.

SECTION 9.   ACCOUNTING BY THE TRUSTEE

(a)      The Trustee shall keep accurate and detailed records of all
         investments, receipts, disbursements, and all other transactions
         required to be made, including such specific records as shall be agreed
         upon in writing between the Company and the Trustee and shall deliver
         an accounting of such accounts and transactions to the Company within
         forty-five (45) days following the close of each calendar year and
         within forty-five (45) days after the removal or resignation of the
         Trustee. The Trustee shall deliver to the Company reports of its
         receipts and disbursements a Trustee hereunder on a quarterly basis.
         The Trustee shall deliver to the Company a written account of its
         administration of the Trust during such year or during the period from
         the close of the last preceding year to the date of such removal or
         resignation setting forth all investments, receipts, disbursements and
         other transactions effected by it, including a description of all
         securities and investments purchased and sold with the cost or net
         proceeds of such purchases or sales (accrued interest paid or
         receivable being shown separately), and showing all cash, securities
         and other property held in the Trust at the end of such year or as of
         the date of such removal or resignation, as the case may be. The
         Company may approve such account by an instrument in writing delivered
         to the Trustee. In the absence of the Company's filing with the Trustee
         objections to any such account within ninety (90) days after its
         receipt, the Company shall be deemed to have so approved such account.
         In such case, or upon the written approval by the Company of any such
         account, the Trustee shall, to the extent permitted by law, be
         discharged from all liability to the Company for its acts or failures
         to act described by such account. The foregoing, however, shall not
         preclude the Trustee from having its accounting settled by a court of
         competent jurisdiction. The Trustee shall be entitled to hold and to
         commingle the assets of the Trust in one Fund for investment purposes
         but at the direction of the Company prior to a Change of Control, the
         Trustee shall create one or more sub-accounts.

(b)      The Trustee shall from time to time permit public accountant(s)
         selected by the Company (who may be employees of the Company) to have
         access during ordinary business hours to such records as may be
         necessary to audit the Trustee's accounts.

SECTION 10.  RESPONSIBILITY OF THE TRUSTEE

(a)      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and with like aims, provided,
         however, that the Trustee shall incur no liability to any person for
         any action taken pursuant to a direction, request or approval given by
         the Company which is contemplated by, and in conformity with, the terms
         of the Arrangements or this Trust and is given in writing by the
         Company. In the event of a dispute between the Company and


         a party, the Trustee may apply to a court of competent jurisdiction to
         resolve the dispute, subject, however to Section 2(e) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
         claims, costs and expenses in connection with the administration of the
         Trust, unless resulting from the gross negligence or misconduct of
         Trustee. To the extent the Company fails to make any payment on account
         of an indemnity provided in this paragraph 10(b), in a reasonably
         timely manner, the Trustee may obtain payment from the Trust Fund. If
         the Trustee undertakes or defends any litigation arising in connection
         with this Trust or to protect a Participant's or Beneficiary's rights
         under the Arrangements, the Company agrees to indemnify the Trustee
         against the Trustee's costs, reasonable expenses and liabilities
         (including, without limitation, attorneys' fees and expenses) relating
         thereto and to be primarily liable for such payments. If the Company
         does not pay such costs, expenses and liabilities in a reasonably
         timely manner, the Trustee may obtain payment from the Trust Fund.

(c)      Prior to a Change of Control, the Trustee may consult with legal
         counsel (who may also be counsel for the Company generally) with
         respect to any of its duties or obligations hereunder. Following a
         Change of Control, the Trustee shall select independent legal counsel
         and may consult with counsel or other persons with respect to its
         duties and with respect to the rights of Participants or their
         Beneficiaries under the Arrangements.

(d)      The Trustee may hire agents, accountants, actuaries, investment
         advisors, financial consultants or other professionals to assist it in
         performing any of its duties or obligations hereunder and may rely on
         any determinations made by such agents and information provided to it
         by the Company.

(e)      The Trustee shall have, without exclusion, all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding any powers granted to the Trustee pursuant to this
         Trust Agreement or to applicable law, the Trustee shall not have any
         power that could give this Trust the objective of carrying on a
         business and dividing the gains therefrom, within the meaning of
         section 301.7701-2 of the Procedure and Administrative Regulations
         promulgated pursuant to the Internal Revenue Code.

SECTION 11.  TAXES, COMPENSATION AND EXPENSES OF THE TRUSTEE

(a)      The Company shall from time to time pay taxes of any and all kinds
         whatsoever that at any time are lawfully levied or assessed upon the
         Company or become payable by the Company in respect of the Trust Fund,
         the income or any property forming a part thereof, or any security
         transaction pertaining thereto. All references in this Trust Agreement
         to the payment of taxes shall include interest and applicable
         penalties. The Trustee shall comply with all Federal and State tax
         filing requirements of the Trust and shall furnish to the Company for
         its review and comment a draft copy of Form 1041 (U.S. Fiduciary Income
         Tax Return) or any other tax filings for the Trust together with
         supporting schedules a minimum of two weeks prior to the tax return
         filing due date. To enable the


         Company to make monthly tax accrual and to compute its estimated income
         tax obligations, the Trustee will furnish, on or prior to the eighth
         business day of the succeeding month, a monthly report identifying the
         type and amount of income by source of investment (interest, dividends,
         etc.).

(b)      The Trustee's compensation shall be as agreed in writing from time to
         time by the Company and the Trustee. The Company shall pay all
         administrative expenses and the Trustee's fees and shall promptly
         reimburse the Trustee for any fees and expenses of its agents. If not
         so paid, the fees and expenses shall be paid from the Trust.

SECTION 12.  RESIGNATION AND REMOVAL OF THE TRUSTEE

(a)      Prior to a Change of Control, the Trustee may resign at any time by
         written notice to the Company, which shall be effective sixty (60) days
         after receipt of such notice unless the Company and the Trustee agree
         otherwise. Following a Change of Control, the Trustee may resign only
         after the appointment of a successor Trustee.

(b)      The Trustee may be removed by the Company on sixty days (60) days
         notice or upon shorter notice accepted by the Trustee prior to a Change
         of Control. Subsequent to a Change of Control, the Trustee may only be
         removed by the Company with the written consent of a seventy-five
         percent (75%) majority of the Participants and Beneficiaries.

(c)      If the Trustee resigns within two years after a Change of Control, as
         defined herein, the Company, or if the Company fails to act within a
         reasonable period of time following such resignation, the Trustee shall
         apply to a court of competent jurisdiction for the appointment of a
         successor Trustee or for instructions.

(d)      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within sixty (60)
         days after receipt of notice of resignation, removal or transfer,
         unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
         the Company, in accordance with Section 13 hereof, by the effective
         date of resignation or removal under paragraph(s) (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions. All expenses of the Trustee in connection with the
         proceeding shall be allowed as administrative expenses of the Trust.

SECTION 13.  APPOINTMENT OF SUCCESSOR

(a)      If the Trustee resigns or is removed in accordance with Section 12
         hereof, the Company may appoint, subject to Section 12, any third party
         national banking association with a market capitalization exceeding
         $100,000,000 to replace the Trustee upon resignation or removal. The
         successor Trustee shall have all of the rights and powers of the former
         Trustee, including ownership rights in the Trust. The former Trustee
         shall execute any instrument necessary or reasonably requested by the
         Company or the successor Trustee to evidence the transfer.


(b)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Section 8 and 9 hereof. The successor Trustee shall not be
         responsible for and the Company shall indemnify and defend the
         successor Trustee from any claim or liability resulting from any action
         or inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

SECTION 14.  AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
         the Trustee and the Company. Prior to a Change of Control, the Company
         may amend Attachment I to add new Arrangements or to delete
         Arrangements which have been paid in full, and at any time and from
         time to time may amend Attachment II, the list of individuals
         authorized to act on behalf of the Company. Notwithstanding the
         foregoing, no such amendment shall conflict with the terms of the
         Arrangements or shall make the Trust revocable other than is provided
         in Section 5(b).

(b)      The Trust shall not terminate until the date on which Participants and
         their Beneficiaries have received all of the benefits due to them under
         the terms and conditions of the Arrangements.

(c)      Upon written approval of a 75% of the majority of the Participants or
         Beneficiaries entitled to payment of benefits pursuant to the terms of
         the Arrangements, the Company may terminate this Trust prior to the
         time all benefit payments under the Arrangements have been made. All
         assets in the Trust at termination shall be returned to the Company.

(d)      This Trust Agreement may not be amended or terminated by the Company
         for two (2) years following a Change of Control without the written
         consent of a seventy-five percent (75%) majority of the Participants
         and Beneficiaries, and no such amendment shall adversely affect any
         benefits of a Participant or Beneficiary without the written consent of
         the affected person.

SECTION 15.  DEFINITIONS OF A CHANGE OF CONTROL

(a)      Change of Control shall mean:

         (i)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934 as amended (a "Person")) of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934) of twenty percent (20%)
                  or more of either (a) the then outstanding shares of common
                  stock of the Company (the "Outstanding Company Common Stock")
                  or (b) the combined voting power of the then outstanding
                  voting securities of the Company entitled to vote generally in
                  the election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that for purposes of this
                  subsection (i), the following acquisitions shall not
                  constitute a Change of Control: (A) any acquisition directly
                  from the Company, (B) any acquisition by the Company, (C) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or


                  maintained by the Company or any corporation controlled by the
                  Company or (D) any acquisition pursuant to a transaction which
                  complies with clauses (A), (B) and (C) of subsection (iii) of
                  this Section 15(a); or

         (ii)     Individuals who, as of January 12, 1998, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to January 12, 1998,
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board; or

         (iii)    Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company or the acquisition of assets of another entity (a
                  "Corporate Transaction"), in each case, unless, following such
                  Corporate Transaction, (A) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities immediately prior to
                  such Corporate Transaction beneficially own, directly or
                  indirectly, more than sixty percent (60%) of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Corporate Transaction (including, without limitation, a
                  corporation which as a result of such transactions owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Corporate Transaction of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (B) no Person
                  (excluding any employee benefit plan (or related trust) of the
                  Company or such corporation resulting from such Corporate
                  Transaction) beneficially own, directly or indirectly, twenty
                  percent (20%) or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Corporate Transaction or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Corporate
                  Transaction and (C) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Corporate Transaction were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Corporate Transaction;
                  or

         (iv)     Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.


         For purposes of this Section 15(a), the Incumbent Board, by a majority
         vote, shall have the power to determine on the basis of information
         known to them (a) the number of shares beneficially owned by any
         person, entity or group; (b) whether there exists an agreement,
         arrangement or understanding with another as to matters referred to in
         this Section 15(a); and (c) such other matters with respect to which a
         determination is necessary under this Section 15(a).

         Notwithstanding anything to the contrary in Section 15(a)(i) or Section
         15(a)(ii) or Section 15(a)(iii) or any other provision of this
         Agreement, a Change of Control shall not have occurred (or be deemed to
         have occurred) as a result of the consummation of the transactions
         contemplated under the Agreement and Plan of Merger dated as of
         November 18, 2001 by and among Phillips Petroleum Company,
         CorvettePorsche Corp., Porsche Merger Corp., Corvette Merger Corp., and
         Conoco Inc. ("Merger Agreement").

SECTION 16.  MISCELLANEOUS

(a)      Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      The Company hereby represents and warrants that all of the Arrangements
         have been established, maintained and administered in accordance with
         all applicable laws, including without limitation, ERISA- The Company
         hereby indemnifies and agrees to hold the Trustee harmless from all
         liabilities, including attorney's fees, relating to or arising out of
         the establishment, maintenance and administration of the Arrangements.
         To the extent the Company does not pay any of such liabilities in a
         reasonably timely manner, the Trustee may obtain payment from the
         Trust.

(c)      Benefits payable to Participants and their Beneficiaries under this
         Trust Agreement may not be anticipated, assigned (either at law or in
         equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

(d)      The persons authorized to act for the Company are identified on
         Attachment H and such list may be amended by the Company from time to
         time without the consent of the Trustee. The individual identified as
         the Financial Administrator shall have the power to act for the Company
         with respect to all matters herein regarding the investment of Trust
         assets, the authority to request reimbursements to be paid to the
         Company and is the individual designated to receive requests for
         contributions from the Trustee. The Senior Vice President and Chief
         Financial Officer, or his successor, of the Company shall be the
         Financial Administrator. The individual identified as the Benefits
         Administrator shall have the power to act for the Company with respect
         to all matters herein regarding the determination of benefits owed
         under the Arrangements and the Payment of such benefits. The Executive
         Vice President, Planning, Corporate Relations and Services of the
         Company, or his successor, shall be the Benefits Administrator. Both
         the Financial Administrator and the Benefits Administrator may, from
         time to time, seek advice and guidance, or delegate functions assigned
         under this Trust Agreement to them, to other individuals who shall be
         identified on Attachment II as authorized to act for such


         Administrator, and each Administrator shall have the authority to amend
         the list of individuals who are authorized to so act on his or her
         behalf in Attachment H and to communicate the amended list to the
         Trustee. Further, both the Benefits and Financial Administrator may
         delegate administrative functions to other specified individuals who
         are identified in writing to the Trustee. The Trustee shall be entitled
         to rely upon the latest list of authorized individuals received.

(e)      This Trust Agreement shall be governed by and construed in accordance
         with the laws of North Carolina.


IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of
the parties hereto on the day and year first above written.

PHILLIPS PETROLEUM COMPANY                WACHOVIA BANK, N.A.

By: /s/ T. C. Morris                      By: /s/ Peter D. Quinn
   ---------------------------------         -----------------------------------
Its: Senior Vice President and            Its: Vice President
     Chief Financial Officer                  ----------------------------------
    --------------------------------

ATTEST:                                   ATTEST:

By: /s/ Dale Billam                       By: /s/ Ronald W. Darby
   ---------------------------------         -----------------------------------
Its: Corporate Secretary                  Its: Vice President and Assistant
    --------------------------------           Secretary
                                              ----------------------------------


                                  ATTACHMENT I

                              LIST OF ARRANGEMENTS

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF PHILLIPS PETROLEUM COMPANY:

PHILLIPS PETROLEUM COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN:

KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN OF PHILLIPS PETROLEUM COMPANY:

DEFINED CONTRIBUTION MAKEUP PLAN OF PHILLIPS PETROLEUM COMPANY:

KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF PHILLIPS PETROLEUM
COMPANY

PRINCIPAL CORPORATE OFFICERS SUPPLEMENTAL RETIREMENT PLAN OF PHILLIPS PETROLEUM
COMPANY:

         Annuity payments all in payout status

SUPPLEMENTAL RETIREMENT:

         Annuity payments all in payout status accrued as a result of
         participation in the Phillips Petroleum Company Key Employee Death
         Protection Plan and the individual contracts for deferred compensation

PHILLIPS OIL COMPANY EXCESS BENEFIT PLAN:

         One remaining participant in annuity payout

AMINOIL RETIREMENT CONTRACTS:

         Contracts with J.B. Coffman and Guy Cessna - both in annuity payout
         status

PHILLIPS PETROLEUM COMPANY EXECUTIVE SEVERANCE PLAN

         The Trust Agreement is in all other respects ratified and confirmed
         without amendment.


                                  ATTACHMENT II

             INDIVIDUALS AUTHORIZED TO ACT ON BEHALF OF THE COMPANY

FINANCIAL ADMINISTRATOR

J. A. Carrig

INDIVIDUALS AUTHORIZED TO ACT FOR FINANCIAL ADMINISTRATOR

J.W. Sheets
J. E. Durbin
F. M. Vallejo

BENEFITS ADMINISTRATOR

J. C. High

INDIVIDUALS AUTHORIZED TO ACT FOR BENEFITS ADMINISTRATOR

H. L. Black, Jr.


                                                                   Exhibit 10.11

                               Amended by the Board of Directors August 26, 2002

                                 1986 STOCK PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY

1.    PURPOSE

      The purpose of the 1986 Stock Plan of Phillips Petroleum Company is to
      provide incentive earnings opportunities to those key employees whose
      decisions and actions most directly affect the profitability and growth of
      the Company and its subsidiaries. Since the incentive earnings
      opportunities under this Plan are based on the market value of the
      Company's Common Stock it will have the additional effect of increasing
      these employees' identity of interest with that of the Company's
      stockholders. There are two programs permitted by this Plan; a Stock
      Option Plan and the Strategic Incentive Plan.

2.    DEFINITIONS

      a)    "Board" shall mean the Board of Directors of the Company.

      b)    "Code" shall mean the Internal Revenue Code of 1986, as amended from
            time to time.

      c)    "Company" shall mean ConocoPhillips.

      d)    "Committee" shall mean the Compensation Committee of the Board of
            Directors as appointed from time to time, and consisting of not less
            than three Board members. Each member of the Committee shall be a
            "disinterested person" as that term is now or hereafter defined in
            Rule 16(b)(3) of the Securities and Exchange Commission.

      e)    "Earned Award" shall mean the award which an SIP Participant is
            entitled to receive under the Strategic Incentive Plan.

      f)    "Employee" shall mean any person employed by the Company or a
            Subsidiary on a full-time salaried basis, including officers and
            employee directors thereof.

      g)    "Fair Market Value" shall mean the average of the highest price and
            the lowest price at which Stock shall have been sold on the date of
            the grant of the Option as reflected on


                                       1




            the consolidated tape of New York Stock Exchange issues. In the
            event that any Option shall be granted on a date on which there were
            no such sales of Stock, the fair market value of Stock on such date
            shall be the average of the highest price and lowest price at which
            Stock shall have been sold on the last trading day preceding the
            date of grant of such Option as reflected on the consolidated tape
            of New York Stock Exchange issues.

      h)    "Incentive Stock Option" or "ISO" shall mean an Option grant which
            meets or complies with the terms and conditions set forth in Section
            422A of the Code and Treasury regulations promulgated thereunder.

      i)    "Indicators of Performance" shall mean the criteria which the
            Committee will use at the conclusion of the Performance Period to
            evaluate the Company's overall performance as described in Section
            9(b) of this Plan.

      j)    "Strategic Incentive Plan Participant" or "SIP Participant" shall
            mean any eligible Employee who has been so designated by the
            Committee.

      k)    "Option" or "Stock Option" shall mean a right granted under the Plan
            to an Optionee to purchase a stated number of shares of Stock at a
            stated exercise price.

      l)    "Optionee" shall mean an employee who has received a Stock Option
            granted under the Plan.

      m)    "Performance Period" shall mean a period established by the
            Committee beginning on the first day of a calendar year, of not less
            than three consecutive calendar years, at the conclusion of which
            settlement will be made with a SIP Participant with respect to his
            Earned Award.

      n)    "Plan" shall mean the 1986 Stock Plan of Phillips Petroleum Company.

      o)    "Restricted Stock" shall mean Stock which is not transferable except
            in accordance with the terms established for such transfer at the
            time of its issue in accordance with the plan under which it was
            issued.


                                       2




      p)    "Stock" shall mean the common stock, including both Restricted and
            unrestricted Stock, of the Company.

      q)    "Stock Appreciation Right" or "SAR" shall mean the right of an
            Optionee to exercise his Option in accordance with Section 8 of this
            Plan.

      r)    "Subsidiary" shall mean any corporation, a majority of the voting
            stock of which is beneficially owned, directly or indirectly, by the
            Company.

      s)    "Target Award" shall mean the award, expressed in shares of Stock,
            which will be considered an Earned Award, absent any adjustment
            thereto for individual performance, if the Committee determines
            pursuant to Section 9(b) of this Plan that the Company's overall
            performance was "competitive".

      t)    "Total Disability" and "Totally Disabled" shall mean that condition
            in which, by reason of bodily injury or disease, an employee is and
            will at all times thereafter be wholly prevented from engaging in
            any occupation or employment for compensation, profit or gain. All
            determinations of Total Disability shall be made by the insurance
            company carrying the group life insurance plan of the Company on the
            date on which the employee, whether or not eligible for benefits
            under such insurance plan, becomes Totally Disabled.

3.    ADMINISTRATION

      The Committee is authorized, subject to the provisions of the Plan, from
      time to time to establish such rules and regulations and to appoint such
      agents as it deems appropriate for the proper administration of the Plan,
      and to make such determinations under, and such interpretations of, and to
      take such steps in connection with the Plan or the Options or Stock
      Appreciation Rights or the Strategic Incentive Plan as it deems necessary
      or advisable. Each determination, interpretation, or other action made or
      taken pursuant to the provisions of the Plan by the Committee shall be
      final and shall be binding and conclusive for all purposes and upon all
      persons.


                                       3



4.    ELIGIBILITY

      Only those Employees who, in the sole judgment of the Committee, may have
      a significant effect on the profitability and growth of the Company, shall
      be eligible to receive Options and Stock Appreciation Rights under this
      Plan. Of such Employees, those who are in positions evaluated at grade 35
      or higher under the Company's salary administration system are eligible
      for participation in the Strategic Incentive Plan; provided, however, the
      Committee may also permit Employees eligible for Participation in the Plan
      evaluated at less than grade 35 to participate in the Strategic Incentive
      Plan if in the opinion of the Committee such Employees have a significant
      effect on the Company's long term growth and profitability.

5.       MAXIMUM SHARES AVAILABLE

      The Stock to be distributed under the Plan may be either authorized and
      unissued shares or issued shares whether held in the treasury of the
      Company or otherwise. The total amount of Stock which, under the
      provisions of this Plan, may be subject to delivery on the exercise of
      Options, issued in satisfaction of exercised options or SAR's, or issued
      under the Strategic Incentive Plan shall not exceed 3.5% of the number of
      issued and outstanding shares of Stock, determined as of the effective
      date of this Plan. The maximum number of shares is subject to adjustment
      in accordance with the provisions of Section 10 hereof.

6.    STOCK OPTIONS

      a)    Award of Options: (i) The Committee, at any time and from time to
            time prior to December 31, 1990, may grant Options under the Plan to
            eligible Employees, for such numbers of shares and having such terms
            as the Committee shall designate, subject, however, to the
            provisions of the Plan. The Committee will also determine the type
            of Option granted (e.g., ISO, nonstatutory, other statutory Options
            as from time to time may be permitted by the Code) or a combination
            of various types of Options. Options


                                       4



            designated as ISOs shall comply with all the provisions of Section
            422A of the Code and applicable Treasury Department regulations. The
            aggregate Fair Market Value (determined at the time the Option is
            granted) of Stock with respect to which ISOs are exercisable for the
            first time by any individual during a calendar year under all plans
            of the Company, and any subsidiary shall not exceed $100,000. The
            date on which an Option shall be granted shall be the date of the
            Committee's authorization of such grant. Any individual at any one
            time and from time to time may hold more than one Option granted
            under the Plan or under any other Stock plan of the Company. (ii)
            Each Option shall be evidenced by a Stock Option Agreement in such
            form and containing such provisions not inconsistent with the
            provisions of the Plan as the Committee from time to time shall
            approve.

      b)    Exercise Price. The price at which shares of Stock may be purchased
            under an Option shall not be less than 100 percent of the Fair
            Market Value of the Stock on the date the Option is granted.

      c)    Term of Options. The period during which an option may be exercised
            shall be determined by the Committee; provided, that such period
            will not be longer than ten years from the date on which the Option
            is granted for those Options designated as ISOs or 11 years for
            other types of Options. The date or dates on which installment
            portion(s) of an Option may be exercised during the term of an
            Option shall be determined by the Committee and may vary from Option
            to Option. If the Committee makes no such specific arrangement with
            respect to an Option, each such Option granted pursuant to the Plan
            shall become exercisable in four installments. The first such
            installment shall become exercisable on the first anniversary of the
            date of the grant for 25 percent of the number of shares of Stock
            subject to the Option. Thereafter, on each anniversary of the date
            of the grant an installment shall become exercisable for an
            additional 25 percent of the number of shares of Stock subject to
            the


                                       5



            Option until the Option shall have become fully exercisable. To the
            extent that an installment is not exercised when it becomes
            exercisable, it shall not expire but shall continue to be
            exercisable at any time thereafter until the Option shall be
            cancelled, expire or be surrendered. In no event, however, will any
            option or portion of an option be exercisable within six months of
            its grant date. The Committee may accelerate the exercise schedule
            on outstanding Options, if in its sole judgment conditions are such
            to warrant such acceleration.

      d)    Termination of Employment. (i) If, prior to a date one year from the
            date an Option shall have been granted, the Optionee's employment
            with the Company or Subsidiary shall be terminated for any reason,
            such Option shall be cancelled and all rights thereunder shall
            cease; provided that an option granted in any year to an Optionee
            who terminates his employment on January 1 of the following year due
            to retirement pursuant to the terms of a retirement plan of the
            Company or a Subsidiary shall not be cancelled for that reason, and
            provided, further, the Committee may, in its sole discretion
            determine that all or any portion of any other Option shall not be
            cancelled due to termination of employment prior to a date one year
            from the date the Option shall have been granted. (ii) If, on or
            after one year from the date an Option shall have been granted, an
            Optionee's employment with the Company or Subsidiary is terminated
            for any reason except retirement pursuant to the terms of a
            retirement plan of the Company or a Subsidiary, Total Disability, or
            death, any Option granted to him under the Plan shall be cancelled
            on such termination; provided, that the Committee may, in its sole
            discretion, determine that all or a portion of any such Option shall
            not be cancelled. (iii) If, on or after a date one year from the
            date the Option is granted, an Optionee shall terminate employment
            by reason of retirement pursuant to a retirement plan of the Company
            or Subsidiary, or by reason of Total Disability, the Optionee shall
            retain all rights provided by the Option at the time of such
            termination of employment.


                                       6



            If on or after a date one year from the date the Option is granted,
            or such shorter period as may be permitted pursuant to (d) (ii)
            above, an Optionee shall die while in the employ of the Company or
            Subsidiary or after termination of employment by reason of
            retirement pursuant to a retirement plan of the Company or
            Subsidiary, the executor or administrator of the estate of the
            Optionee or the person or persons to whom the Option shall have been
            validly transferred by the executor or the administrator pursuant to
            will or the laws of descent and distribution shall have the right to
            exercise the Option to the same extent the Optionee could have, had
            he not died. No transfer of an Option by the Optionee by will or by
            the laws of descent and distribution shall be effective to bind the
            Company unless the Company shall have been furnished with written
            notice thereof and a copy of the will and such other evidence as the
            Company may deem necessary to establish the validity of the transfer
            and the acceptance by the transferee or transferees of the terms and
            conditions of such Option. (iv) Transfer of employment between the
            Company and a Subsidiary or between Subsidiaries shall not
            constitute termination of employment for the purpose of any Option
            granted under the Plan. Whether any leave of absence shall
            constitute termination of employment for the purposes of any Option
            granted under the Plan shall be determined in each case by the
            Committee in its sole discretion.

      e)    Payment for Shares. (i) The exercise price for all shares of Stock
            purchased upon the exercise of an Option, or a portion thereof,
            shall be paid in full at the time of such exercise. Such payment may
            be made in cash, by tendering shares of Stock having a value on the
            date of exercise equal to the exercise price, or tendering shares of
            Restricted Stock having a value on the date of exercise equal to the
            exercise price. Such value shall be the Fair Market Value except
            that the applicable date for determination of the highest and lowest
            price on the New York Stock Exchange shall be the date on which the
            Option is exercised, or if not a trading date, then the last


                                       7



            trading day on such Exchange preceding the date on which the Option
            is exercised. If Restricted Stock is used in such exercise, the
            resulting new shares shall have the same restrictions as the
            tendered shares. The number of shares so restricted shall not be
            less than the number of shares of Restricted Stock tendered. The
            Committee may, in its sole discretion and judgment, limit the extent
            to which shares of Stock or shares of Restricted Stock may be used
            in exercising Options. (ii) The Stock delivered to the Optionee upon
            exercise of an Option, whether or not Restricted Stock is used for
            payment of the purchase price of the Option may, at the discretion
            of the Committee, have restrictions placed on it, provided that the
            Stock Option agreement with the Optionee covering the Option permits
            such use of Restricted Stock.

7.    DETRIMENTAL ACTIVITIES

            If the Committee determines that, subsequent to the grant of any
            Option, the Optionee has engaged or is engaging in any activity
            which, in the sole judgment of the Committee, is or may be
            detrimental to the Company or a Subsidiary, the Committee may refuse
            to honor the exercise of such Optionee's Options already requested,
            and cancel the Option or Options granted to that Optionee.

8.    STOCK APPRECIATION RIGHTS

      a)    Grant. The Committee may, at its discretion, affix Stock
            Appreciation Rights to any Option, either at the time of its initial
            granting to the Optionee or at a later date. The addition of such
            SARs must be accomplished prior to the completion of the period
            during which the Option may be exercised and such exercise period
            may not be extended beyond that which was initially established. The
            Committee may establish any SAR terms and conditions that it desires
            at the time such SAR is established, provided that, notwithstanding
            any provision of this Plan to the contrary, the terms and conditions
            of a SAR related to an ISO shall be the same as the terms applicable
            to the underlying ISO.


                                       8



      b)    Exercise of Stock Appreciation Right. (i) A Stock Appreciation Right
            shall be exercisable at such time as may be determined by the
            Committee, which shall be not less than six months after its grant,
            and provided further that a Stock Appreciation Right shall be
            exercisable only to the extent that the related Option could be
            exercised. Option shares with respect to which the related Stock
            Appreciation Right shall have been exercised may not again be
            subjected to Options under this Plan. Upon the exercise of a Stock
            Appreciation Right, that portion of the Option underlying the Stock
            Appreciation Right will be considered as having been exercised. (ii)
            The Committee may impose any other conditions upon the exercise of a
            Stock Appreciation Right, which conditions may include a condition
            that the Stock Appreciation Right may only be exercised in
            accordance with rules and regulations adopted by the Committee from
            time to time. Such rules and regulations may govern the right to
            exercise Stock Appreciation Rights granted prior to the adoption or
            amendment of such rules and regulations as well as Stock
            Appreciation Rights granted thereafter. The exercise of a Stock
            Appreciation Right for cash shall be made only during the periods
            specified in Rule 16b-3(e)(3)(iii) of the Securities and Exchange
            Commission. (iii) Upon the exercise of a Stock Appreciation Right,
            the Company shall give to an Optionee an amount (less any applicable
            withholding taxes) equivalent to the excess of the value of the
            shares of Stock for which the right is exercised on the date of such
            exercise over the exercise price of such shares under the related
            Option. The value on the date of exercise shall be the Fair Market
            Value as determined in Section 6(e) of this Plan. Such amount shall
            be either in cash or in shares of Stock or both as the Committee
            shall determine. Such determination may be made at the time of the
            granting of the Stock Appreciation Right and may be changed at any
            time thereafter. The shares may consist either in whole or in part
            of authorized and unissued shares of Stock or issued shares of Stock
            whether held in the treasury of the Company or otherwise. No


                                       9



            fractional shares of Stock shall be issued and the Committee shall
            determine whether cash shall be given in lieu of such fractional
            share or whether such fractional share shall be eliminated.

      c)    Expiration or Termination of Stock Appreciation Rights. (i) Subject
            to (c)(ii), each Stock Appreciation Right and all rights and
            obligations thereunder shall expire on a date to be determined by
            the Committee. (ii) A Stock Appreciation Right shall terminate and
            may no longer be exercised upon the termination of the related
            Option.

      d)    Amend, Suspension or Termination of Stock Appreciation Rights. The
            Committee may at any time amend, suspend or terminate any Stock
            Appreciation Right theretofore granted under the Plan.

9.    STRATEGIC INCENTIVE PLAN

      a)    Administrative Procedure. Normally, the Committee shall adopt
            administrative procedures applicable to a Performance Period prior
            to, or within 30 days after, the date designated by the Committee
            for the Commencement of such Performance Period. The Committee may,
            however, adopt such administrative procedures more than 30 days
            after such commencement if in its opinion such delayed action is
            appropriate. Such procedures shall establish Indicators of
            Performance and the Target Awards applicable to the Performance
            Period. Indicators of Performance may vary from Performance Period
            to Performance Period.

      b)    Indicators of Performance. Indicators of Performance may include,
            but shall not be limited to, increased shareholder value, earnings
            per share, return on shareholder's equity, return on assets and/or
            other similar criteria. Such indicators may be based on the
            Company's performance compared to the performance of one or more
            selected companies in the petroleum industry during the same
            Performance Period or may relate solely to the Company's performance
            during the Performance Period or a


                                       10



            combination of such indicators. At the completion of the Performance
            Period, the Committee will review the Company's actual performance
            with respect to the Indicators of Performance and, in its sole
            judgment, rank the Company's overall performance. Such ranking may
            range from "noncompetitive" through "competitive" to "outstanding".
            In arriving at such ranking the Committee may take into
            consideration, and make appropriate adjustments for, events
            occurring during the Performance Period which the Committee, in its
            sole judgment, concludes have affected the performance of the
            Company or any selected company with respect to any of the
            Indicators of Performance. No earned Awards will be granted if the
            Company's overall performance is ranked "noncompetitive". Subject to
            individual performance adjustments therein, if any, pursuant to
            paragraph 9(c) of this Plan, if the Company's overall performance is
            ranked "competitive", Target Awards will result; higher or lower
            ranking will result in greater or lesser awards provided that in no
            event, including individual performance adjustments, shall the
            Earned Award of a SIP Participant exceed 150% of his Target Award.

      c)    Award Adjustments. The Committee in its sole discretion may make
            adjustments in awards determined under paragraph (b) of this Section
            based on the SIP Participant's individual performance during the
            Performance Period. The administrative procedures for each
            Performance Period shall establish the method to be used by the
            Committee in determining which, if any, SIP Participants may receive
            such performance adjustments and, subject to the maximum set out in
            paragraph (b) of this Section, the size of such adjustments.

      d)    Partial Performance Period Participation. The administrative
            procedures adopted for each Performance Period shall also include
            procedures to be used in determining the extent to which an Employee
            shall participate in a partial Performance Period due to either
            assignment to a position which makes eligible to be a SIP
            Participant after the


                                       11



            beginning of such Performance Period or termination of employment
            prior to the completion of such a Performance Period in which he was
            a SIP Participant.

      e)    Award Settlement. With respect to each Performance Period,
            settlement of all Earned Awards shall be made in Stock as soon as
            practicable following the date on which the Committee determines the
            size of Earned Awards; provided that the Committee may decide to
            settle such awards over a period or periods of time as the Committee
            shall deem appropriate.

10.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION

      In the event of a reorganization, recapitalization, Stock split, Stock
      dividend, exchange of Stock, combination of Stock, merger, consolidation
      or any other change in corporate structure of the Company affecting the
      Stock, or in the event of a sale by the Company of all or a significant
      part of its assets, or any distribution to its shareholders other than a
      normal cash dividend, the Committee may make appropriate adjustment in the
      number, kind, price and value of Stock authorized by this Plan and any
      adjustment to outstanding Awards as it determines appropriate so as to
      prevent dilution or enlargements of rights.

11.   MISCELLANEOUS

      a)    Except as otherwise required by law, no action taken under the Plan
            shall be taken into account in determining any benefits under any
            pension, retirement, thrift, profit sharing, group insurance, or
            other benefit plan maintained by the Company or any Subsidiary,
            unless such other plan specifically provides for such inclusion.

      b)    No Option or Stock Appreciation Right or right under the Strategic
            Incentive Plan shall be transferable other than by will or the laws
            of descent and distribution. During the lifetime of an Optionee, any
            Option or Stock Appreciation Right shall be exercisable only by him
            or by his duly appointed guardian or legal representative.


                                       12



      c)    The Company shall have the right to withhold from any settlement
            hereunder any federal, state, or local taxes required by law to be
            withheld. Such withholding may be satisfied by the withholding of
            shares of Stock by the Company if the Optionee so requests in a
            manner prescribed by the Committee, if the Committee so approves,
            and such withholding of shares does not violate any applicable laws,
            rules or regulations of federal, state or local authorities.

      d)    All administrative expenses associated with the administration of
            the Plan shall be borne by the Company.

      e)    Masculine pronouns and other words of masculine gender used herein
            shall refer to both men and women.

      f)    The titles and headings of the sections in this Plan are for
            convenience of reference only and in the event of any conflicts, the
            text of the Plan, rather than such titles or headings, shall
            control.

12.   AMENDMENT AND TERMINATION

      The Board may at any time terminate or amend this Plan in such respect as
      it shall deem advisable, provided, the Board may not, without further
      approval of the stockholders of the Company amend the Plan so as to (i)
      increase the number of shares of Stock which may be issued under the Plan,
      except as provided for in Section 10; (ii) materially modify the
      requirements as to eligibility for participation; (iii) materially
      increase the benefits accruing to Participants under the Plan; (iv) extend
      the duration of the Plan beyond the date approved by the stockholders; or
      (v) increase the maximum dollar amount of ISOs which an individual
      Optionee may exercise during any calendar year beyond that permitted in
      the Code and applicable regulations of the Treasury Department.
      Notwithstanding the foregoing, no such termination or amendment may
      adversely affect the rights of any Participant under any Award that is
      outstanding at the time of such termination or amendment without the
      Participant's consent.


                                       13



13.   DURATION OF THE PLAN

      The Plan shall become effective on approval by the stockholders at the
      annual meeting of the stockholders in April of 1986, retroactive to
      January 1, 1986, and shall terminate on December 31, 1990.

14.   CHANGE OF CONTROL

      a)    In the event of a Change of Control:

            i)    Any Stock Options and Stock Appreciation Rights outstanding as
                  of the date of the Change of Control that are not then fully
                  exercisable and vested, shall become fully exercisable and
                  vested to the full extent of the original grant;

            ii)   All restrictions and other limitations applicable to any
                  Restricted Stock shall lapse, and such Restricted Stock shall
                  become free of all restrictions and become fully vested and
                  transferable to the full extent of the original grant;

            iii)  All Performance Awards and other Awards outstanding as of the
                  date of the Change of Control shall be considered to be earned
                  and payable in full, and any deferral or other restriction
                  shall lapse and except as provided in subsection (c) of this
                  Section 14, such Performance Units shall be settled in cash as
                  promptly as is practicable; and

            iv)   Section 7 of the Plan, and all noncompetition covenants and
                  other similar restrictive covenants applicable to any
                  outstanding Awards, shall lapse and become null and void and
                  of no further effect.

      b)    A "Change of Control" shall mean:

            i)    The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934 as amended (a "Person")) of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934) of 20% or more of either
                  (a) the then outstanding shares of common stock of the Company
                  (the "Outstanding Company


                                       14



                  Common Stock") or (b) the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors (the "Outstanding
                  Company Voting Securities"); provided, however, that for
                  purposes of this subsection (i), the following acquisitions
                  shall not constitute a Change of Control: (A) any acquisition
                  directly from the Company, (B) any acquisition by the Company,
                  (C) any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company or (D) any acquisition
                  pursuant to a transaction which complies with clauses (A), (B)
                  and (C) of subsection (iii) of this Section 14(b); or

            ii)   Individuals who, as of August 26, 2002, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to August 26, 2002,
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board; or

            iii)  Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company or the acquisition of assets of another entity (a
                  "Corporate Transaction"), in each case, unless, following such
                  Corporate Transaction, (A) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and
                  Outstanding


                                       15



                  Company Voting Securities immediately prior to such Corporate
                  Transaction beneficially own, directly or indirectly, more
                  than 60% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Corporate Transaction
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Corporate Transaction of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  (B) no Person (excluding any employee benefit plan (or related
                  trust) of the Company or such corporation resulting from such
                  Corporate Transaction) beneficially own, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Corporate Transaction or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Corporate
                  Transaction and (C) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Corporate Transaction were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Corporate Transaction;
                  or

            iv)   Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

      c)    Notwithstanding the foregoing, if any right to receive cash granted
            pursuant to this Section 14 would make a Change of Control
            transaction ineligible for pooling-of-interest accounting under APB
            No. 16 that but for the nature of such right would be


                                       16



            eligible for such accounting treatment, the Committee shall have the
            ability to substitute for the cash payable pursuant to such right
            Stock or other securities with a fair market value equal to the cash
            that would otherwise be payable hereunder.


                                       17


                                                                   Exhibit 10.12

                               Amended by the Board of Directors August 26, 2002

                                 1990 STOCK PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY
                          (As Approved April 25, 1989)

1.    PURPOSE

      The purpose of the 1990 Stock Plan of Phillips Petroleum Company is to
      provide incentive earnings opportunities to those key employees whose
      decisions and actions most directly affect the profitability and growth of
      the Company and its subsidiaries. Since the incentive earnings
      opportunities under this Plan are based on the market value of the
      Company's Common Stock, it will have the additional effect of increasing
      these employees' identity of interest with that of the Company's
      stockholders. There are two programs permitted by this Plan; a Stock
      Option Plan and the Strategic Incentive Plan.

2.    DEFINITIONS

      a)    "Board" shall mean the Board of Directors of the Company.

      b)    "Code" shall mean the Internal Revenue Code of 1986, as amended from
            time to time.

      c)    "Company" shall mean ConocoPhillips.

      d)    "Committee" shall mean the Compensation Committee of the Board of
            Directors as appointed from time to time, and consisting of not less
            than three Board members. Each member of the Committee shall be a

            "disinterested person" as that term is now or hereafter defined in
            Rule 16(b)(3) of the Securities and Exchange Commission.

      e)    "Earned Award" shall mean the award which an SIP Participant is
            entitled to receive under the Strategic Incentive Plan.

      f)    "Employee" shall mean any person employed by the Company or a
            Subsidiary on a full-time salaried basis, including officers and
            employee directors thereof.

      g)    "Fair Market Value" shall mean the average of the highest price and
            the lowest price at which Stock shall have been sold on the date of
            the grant of the Option as reflected on the consolidated tape of New
            York Stock Exchange issues. In the event that any Options shall be
            granted on a date on which there were no such sales of Stock, the
            fair market value of Stock on such date shall be the average of the
            highest price and the lowest price at which Stock shall have been
            sold on the last trading day preceding the date of grant of such
            Option as reflected on the consolidated tape of New York Stock
            Exchange issues.

      h)    "Incentive Stock Option" or "ISO" shall mean an Option which meets
            or complies with the terms and conditions set forth in Section 422A
            of the Code and Treasury regulations promulgated thereunder.

      i)    "Indicators of Performance" shall mean the criteria which the
            Committee will use at the conclusion of the Performance Period to
            evaluate the Company's overall performance as described in Section
            9(b) of this Plan.


                                       2

      j)    "Strategic Incentive Plan Participant" or "SIP Participant" shall
            mean any eligible Employee who has been so designated by the
            Committee.

      k)    "Option" or "Stock Option" shall mean a right granted under the Plan
            to an Optionee to purchase a stated number of shares of Stock at a
            stated exercise price.

      l)    "Optionee" shall mean an employee who has received a Stock Option
            granted under the Plan.

      m)    "Performance Period" shall mean a period established by the
            Committee beginning on the first day of a calendar year, of not less
            than three consecutive calendar years, at the conclusion of which
            settlement will be made with a SIP Participant with respect to his
            Earned Award.

      n)    "Plan" shall mean the 1990 Stock Plan of Phillips Petroleum Company.

      o)    "Restricted Stock" shall mean Stock which is not transferable except
            in accordance with the terms established for such transfer at the
            time of its issue in accordance with the plan under which it was
            issued.

      p)    "Stock" shall mean the common stock, including both Restricted and
            unrestricted Stock, of the Company.

      q)    "Stock Appreciation Right" or "SAR" shall mean the right of an
            Optionee to exercise an Option granted in accordance with Section 8
            of this Plan.

      r)    "Subsidiary" shall mean any corporation, a majority of the voting
            stock of which is beneficially owned, directly or indirectly, by the
            Company.

      s)    "Target Award" shall mean the award, expressed in shares of Stock,
            which will be considered an Earned Award, absent any adjustment
            thereto for


                                       3

            individual performance, if the Committee determines pursuant to
            Section 9(b) of this Plan that the Company's overall performance was
            "competitive."

      t)    "Total Disability" and "Totally Disabled" shall mean the condition
            in which, by reason of bodily injury or disease, an employee is and
            will at all times thereafter be wholly prevented from engaging in
            any occupation or employment for compensation, profit or gain. All
            determinations of Total Disability shall be made by the insurance
            company carrying the group life insurance plan of the Company on the
            date on which the employee, whether or not eligible for benefits
            under such insurance plan, becomes Totally Disabled.

3.    ADMINISTRATION

      The Committee is authorized, subject to the provisions of the Plan, from
      time to time to establish such rules and regulations and to appoint such
      agents as it deems appropriate for the proper administration of the Plan,
      and to make such determinations under, and such interpretations of, and to
      take such steps in connection with the Plan or the Options or Stock
      Appreciation Rights or the Strategic Incentive Plan as it deems necessary
      or advisable. Each determination, interpretation, or other action made or
      taken pursuant to the provision of the Plan by the Committee shall be
      final and shall be binding and conclusive for all purposes and upon all
      persons. Notwithstanding any provision of the Plan or any Administrative
      Procedure adopted thereunder which may be capable of being construed to
      the contrary, no discretion concerning the administration of the Plan


                                       4

      insofar as it relates to persons subject to Section 16 of the Securities
      Exchange Act of 1934 shall be afforded to a person who is not a
      disinterested person in respect of the Plan.

4.    ELIGIBILITY

      Only those Employees who, in the sole judgment of the Committee, may have
      a significant effect on the profitability and growth of the Company, shall
      be eligible to receive Options and Stock Appreciation Rights under this
      Plan. Of such Employees, those who are in positions evaluated at grade 35
      or higher under the Company's salary administration system are eligible
      for participation in the Strategic Incentive Plan; provided, however, the
      Committee may also permit Employees eligible for Participation in the Plan
      evaluated at less than grade 35 to participate in the Strategic Incentive
      Plan if in the opinion of the Committee such Employees have a significant
      effect on the Company's long term growth and profitability.

5.    MAXIMUM SHARES AVAILABLE

      The Stock to be distributed under the Plan may be either authorized and
      unissued shares or issued shares whether held in the treasury of the
      Company or otherwise. The total amount of Stock which, under the
      provisions of this Plan, may be subject to delivery on the exercise of
      Options, issued in satisfaction of exercised Options or SAR's, or issued
      under the Strategic Incentive Plan shall not exceed 8.6 million shares of
      the Company's Stock, which represents approximately 3.5% of the number of
      issued and outstanding shares of Stock as of December 31, 1988. The
      maximum number of shares is subject to adjustment in accordance with the


                                       5

      provisions of Section 10 hereof. In determining the number of shares
      subject to delivery under this Plan, those represented by cancelled
      Options, forfeited Options, expired Options and non-earned awards under
      the Strategic Incentive Plan shall be returned upon the occurrence of such
      event to the pool of shares available for distribution under the Plan and
      may be the subject of further Options or SAR's, or may be issued under the
      Strategic Incentive Plan.

6.    STOCK OPTIONS

      a)    Award of Options. (i) The Committee, at any time and from time to
            time prior to December 31, 1994, may grant Options under the Plan to
            eligible Employees, for such numbers of shares and having such terms
            as the Committee shall designate, subject, however, to the
            provisions of the Plan. The Committee will also determine the type
            of Option granted (e.g., ISO, nonstatutory, other statutory Options
            as from time to time may be permitted by the Code) or a combination
            of various types of Options. Options designated as ISO's shall
            comply with all the provisions of Section 422A(b) of the Code and
            applicable Treasury Department regulations. The aggregate Fair
            Market Value (determined at the time the Option is granted) of Stock
            with respect to which ISO's are exercisable for the first time by
            any individual during a calendar year under all plans of the
            Company, and any subsidiary shall not exceed $100,000. All shares
            over the $100,000 first exercisable value shall be granted as a
            non-qualified Option. The date on which an Option shall be granted
            shall be the date of the Committee's authorization of such grant.
            Any individual at


                                       6

            any one time and from time to time may hold more than one Option
            granted under the Plan or under any other Stock plan of the Company.
            (ii) Each Option shall be evidenced by a Stock Option Agreement in
            such form and containing such provisions not inconsistent with the
            provisions of the Plan as the Committee from time to time shall
            approve.

      b)    Exercise Price. The price at which shares of Stock may be purchased
            under an Option shall not be less than 100 percent of the Fair
            Market Value of the Stock on the date the Option is granted.

      c)    Term of Options. The period during which an Option may be exercised
            shall be determined by the Committee; provided, that such period
            will not be longer than ten years from the date on which the Option
            is granted for those Options designated as ISO's or 11 years for
            other types of Options. The date or dates on which installment
            portion(s) of an Option may be exercised during the term of an
            Option shall be determined by the Committee and may vary from Option
            to Option. If the Committee makes no such specific arrangement with
            respect to an Option, each such Option granted pursuant to the Plan
            shall become exercisable in four installments. The first such
            installment shall become exercisable on the first anniversary of the
            date of the grant for 25 percent of the number of shares of Stock
            subject to the Option. Thereafter, on each anniversary of the date
            of the grant an installment shall become exercisable for an
            additional 25 percent of the number of shares of Stock subject to
            the Option until the Option shall have become fully exercisable. To
            the extent that an installment is


                                       7

            not exercised when it becomes exercisable, it shall not expire but
            shall continue to be exercisable at any time thereafter until the
            Option shall be cancelled, expire or be surrendered. The Committee
            may accelerate the exercise schedule on outstanding Options, if in
            its sole judgment conditions are such to warrant such acceleration.

      d)    Termination of Employment. (i) If, prior to a date one year from the
            date an Option shall have been granted, the Optionee's employment
            with the Company or Subsidiary shall be terminated for any reason,
            such Option shall be cancelled and all rights thereunder shall
            cease; provided that an Option granted in any year to an Optionee
            who terminates employment on January 1 of the following year due to
            retirement pursuant to the terms of a retirement plan of the Company
            or a Subsidiary shall not be cancelled for that reason, and
            provided, further, the Committee may, in its sole discretion
            determine that all or any portion of any other Option shall not be
            cancelled due to termination of employment prior to a date one year
            from the date the Option shall have been granted.

            (ii) If, on or after one year from the date an Option shall have
            been granted, an Optionee's employment with the Company or
            Subsidiary is terminated for any reason except retirement pursuant
            to the terms of a retirement plan of the Company or a Subsidiary,
            Total Disability, or death, any Option so granted under the Plan
            shall be cancelled on such termination; provided, that the Committee
            may, in its sole discretion, determine that all or a portion of any
            such Option shall not be cancelled.


                                       8

            (iii) If, on or after a date one year from the date the Option is
            granted, an Optionee shall terminate employment by reason of
            retirement pursuant to a retirement plan of the Company or
            Subsidiary, or by reason of Total Disability, the Optionee shall
            retain all rights provided by the Option at the time of such
            termination of employment. If on or after a date one year from the
            date the Option is granted, or such shorter period as may be
            permitted pursuant to (d)(ii) above, an Optionee shall die while in
            the employ of the Company or Subsidiary or after termination of
            employment by reason of retirement pursuant to a retirement plan of
            the Company or Subsidiary, the executor or administrator of the
            estate of the Optionee or the person or persons to whom the Option
            shall have been validly transferred by the executor or the
            administrator pursuant to will or the laws of descent and
            distribution shall have the right to exercise the Option to the same
            extent the Optionee could have, had the Optionee not died. No
            transfer of an Option by the Optionee by will or by the laws of
            descent and distribution shall be effective to bind the Company
            unless the Company shall have been furnished with written notice
            thereof and a copy of the will and such other evidence as the
            Company may deem necessary to establish the validity of the transfer
            and the acceptance by the transferee or transferees of the terms and
            conditions of such Option.

            (iv) Transfer of employment between the Company and a Subsidiary or
            between Subsidiaries shall not constitute termination of employment
            for the purpose of any Option granted under the Plan. Whether any
            leave of


                                       9

            absence shall constitute termination of employment for the purposes
            of any Option granted under the Plan shall be determined in each
            case by the Committee in its sole discretion.

      e)    Payment for Shares. (i) The exercise price for all shares of Stock
            purchased upon the exercise of an Option, or a portion thereof,
            shall be paid in full at the time of such exercise. Such payment may
            be made in cash, by tendering shares of Stock having a value on the
            date of exercise equal to the exercise price, or tendering shares of
            Restricted Stock having a value on the date of exercise equal to the
            exercise price. Such value shall be the Fair Market Value except
            that the applicable date for determination of the highest and lowest
            price on the New York Stock Exchange shall be the date on which the
            Option is exercised, or if not a trading date, then the last trading
            day on such Exchange preceding the date on which the Option is
            exercised. If Restricted Stock is used in such exercise, the
            resulting new shares shall have the same restrictions as the
            tendered shares. The number of shares so restricted shall not be
            less than the number of shares of Restricted Stock tendered. The
            Committee may, in its sole discretion and judgment, limit the extent
            to which shares of Stock or shares of Restricted Stock may be used
            in exercising Options.

            (ii) The Stock delivered to the Optionee upon exercise of an Option,
            whether or not Restricted Stock is used for payment of the purchase
            price of the Option may, at the discretion of the Committee, have
            restrictions


                                       10

            placed on it, provided that the Stock Option Agreement with the
            Optionee covering the Option permits such use of Restricted Stock.

      f)    Should a withholding tax obligation arise upon the exercise of an
            Option, the withholding tax may be satisfied by withholding shares
            of Stock or by payment of cash.

7.    DETRIMENTAL ACTIVITIES

      If the Committee determines that, subsequent to the grant of any Option,
      the Optionee has engaged or is engaging in any activity which, in the sole
      judgment of the Committee, is or may be detrimental to the Company or a
      Subsidiary, the Committee may refuse to honor the exercise of such
      Optionee's Options already requested, and cancel the Option or Options
      granted to that Optionee.

8.    STOCK APPRECIATION RIGHTS

      a)    Grant. The Committee may, at its discretion, affix Stock
            Appreciation Rights to any Option, either at the time of its initial
            granting to the Optionee or at a later date. The addition of such
            SAR's must be accomplished prior to the completion of the period
            during which the Option may be exercised and such exercise period
            may not be extended beyond that which was initially established. The
            Committee may establish any SAR terms and conditions that it desires
            at the time such SAR is established, provided that, to the extent
            permitted by applicable law, notwithstanding any provision of this
            Plan to the contrary, the terms and conditions of a SAR related to
            an ISO shall be the same as the terms applicable to the underlying
            ISO.


                                       11

      b)    Exercise of Stock Appreciation Right. (i) A Stock Appreciation Right
            shall be exercisable at such time as may be determined by the
            Committee, which shall be not less than six months after its grant,
            and provided further that a Stock Appreciation Right shall be
            exercisable only to the extent that the related Option could be
            exercised. Option shares with respect to which the related Stock
            Appreciation Right shall have been exercised may not again be
            subjected to Options under this Plan. Upon the exercise of a Stock
            Appreciation Right, that portion of the Option underlying the Stock
            Appreciation Right will be considered as having been exercised.

            (ii) The Committee may impose any other conditions upon the exercise
            of a Stock Appreciation Right, which conditions may include a
            condition that the Stock Appreciation Right may only be exercised in
            accordance with rules and regulations adopted by the Committee from
            time to time. Such rules and regulations may govern the right to
            exercise Stock Appreciation Rights granted prior to the adoption or
            amendment of such rules and regulations as well as Stock
            Appreciation Rights granted thereafter. The exercise of a Stock
            Appreciation Right for cash shall be made only during the periods
            specified in Rule 16b-3 of the Securities and Exchange Commission.

            (iii) Upon the exercise of a Stock Appreciation Right, the Company
            shall give to an Optionee an amount (less any applicable withholding
            taxes, which at the Company's discretion may be settled by
            withholding shares of Stock or by payment of cash) equivalent to the
            excess of the value of


                                       12

            the shares of Stock for which the right is exercised on the date of
            such exercise over the exercise price of such shares under the
            related Option. The value on the date of exercise shall be the Fair
            Market Value as determined in Section 6(e) of this Plan. Such amount
            shall be either in cash or in shares of Stock or both as the
            Committee shall determine. Such determination may be made at the
            time of the granting of the Stock Appreciation Right and may be
            changed at any time thereafter. The shares may consist either in
            whole or in part of authorized and unissued shares of Stock or
            issued shares of Stock whether held in the treasury of the Company
            or otherwise. No fractional shares of Stock shall be issued and the
            Committee shall determine whether cash shall be given in lieu of
            such fractional share or whether such fractional share shall be
            eliminated.

c)    Expiration or Termination of Stock Appreciation Rights.

            (i) Subject to (c)(ii), each Stock Appreciation Right and all rights
            and obligations thereunder shall expire on a date to be determined
            by the Committee.

            (ii) A Stock Appreciation Right shall terminate and may no longer be
            exercised upon the termination of the related Option

d)    Amendment, Suspension or Termination of Stock Appreciation Rights. The
      Committee may, at any time, amend, suspend, or terminate any Stock
      Appreciation Right theretofore granted under the Plan.


                                       13

9.    STRATEGIC INCENTIVE PLAN

      a)    Administrative Procedure. Normally, the Committee shall adopt
            administrative procedures applicable to a Performance Period prior
            to, or within 30 days after, the date designated by the Committee
            for the Commencement of such Performance Period. The Committee may,
            however, adopt such administrative procedures more than 30 days
            after such commencement if in its option such delayed action is
            appropriate. Such procedures shall establish Indicators of
            Performance and the Target Awards applicable to the Performance
            Period. Indicators of Performance may vary from Performance Period
            to Performance Period.

      b)    Indicators of Performance. Indicators of Performance may include,
            but shall not be limited to, increased shareholder value, earnings
            per share, return on shareholder's equity, return on assets and/or
            other similar criteria. Such indicators may be based on the
            Company's performance compared to the performance of one or more
            selected companies in the petroleum industry during the same
            Performance Period or may relate solely to the Company's performance
            during the Performance Period or a combination of such indicators.
            At the completion of the Performance Period, the Committee will
            review the Company's actual performance with respect to the
            Indicators of Performance, and, in its sole judgment, rank the
            Company's overall performance. Such ranking may range from
            "noncompetitive" through "competitive" to "outstanding." In arriving
            at such ranking, the Committee may take into consideration, and make


                                       14

            appropriate adjustments for, events occurring during the Performance
            Period, which the Committee, in its sole judgment, concludes have
            affected the performance of the Company or any selected company with
            respect to any of the Indicators of Performance. No Earned Awards
            will be granted if the Company's overall performance is ranked
            "non-competitive." Subject to individual performance adjustments
            therein, if any, pursuant to paragraph 9(c) of this Plan, if the
            Company's overall performance is ranked "competitive," Target Awards
            will result; higher or lower ranking will result in greater or
            lesser awards provided that in no event, including individual
            performance adjustments, shall the Earned Award of a SIP Participant
            exceed 150% of the SIP Participant's Target Award.

      c)    Award Adjustments. The Committee in its sole discretion may make
            adjustments in awards determined under paragraph (b) of this Section
            based on the SIP Participant's individual performance during the
            Performance Period. The administrative procedures for each
            Performance Period shall establish the method to be used by the
            Committee in determining which, if any, SIP Participants may receive
            such performance adjustments and, subject to the maximum set out in
            paragraph (b) of this Section, the size of such adjustments.

      d)    Partial Performance Period Participation. The administrative
            procedures adopted for each Performance Period shall also include
            procedures to be used in determining the extent to which an Employee
            shall participate in a


                                       15

            partial Performance Period due to either assignment to a position
            which makes the Employee eligible to be a SIP Participant after the
            beginning of such Performance Period or termination of employment
            prior to the completion of such a Performance Period in which the
            Employee was a SIP Participant.

      e)    Award Settlement. With respect to each Performance Period,
            settlement of all Earned Awards shall be made in Stock as soon as
            practicable following the date on which the Committee determines the
            size of Earned Awards; provided that the Committee may decide to
            settle such awards over a period or periods of time as the Committee
            shall deem appropriate.

10.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION

      In the event of a reorganization, recapitalization, Stock split, Stock
      dividend, exchange of Stock, combination of Stock, merger, consolidation
      or any other change in corporate structure of the Company affecting the
      Stock, or in the event of a sale by the Company of all or a significant
      part of its assets, or any distribution to its shareholders other than a
      normal cash dividend, the Committee may make appropriate adjustment in the
      number, kind, price and value of Stock authorized by this Plan and any
      adjustment to outstanding Awards as it determines appropriate so as to
      prevent dilution or enlargement of rights.

11.   MISCELLANEOUS

      a)    Except as otherwise required by law, no action taken under the Plan
            shall be taken into account in determining any benefits under any
            pension, retirement, thrift, profit sharing, group insurance, or
            other benefit plan


                                       16

            maintained by the Company or any Subsidiary, unless such other plan
            specifically provides for such inclusion.

      b)    No Option or Stock Appreciation Right or right under the Strategic
            Incentive Plan shall be transferable other than by will or the laws
            of descent and distribution. During the lifetime of an Optionee, any
            Option or Stock Appreciation Right shall be exercisable only by the
            Optionee or the Optionee's duly appointed guardian or legal
            representative.

      c)    The Company shall have the right to withhold from any settlement
            hereunder any Federal, state, or local taxes required by law to be
            withheld. Such withholding may be satisfied by the withholding of
            shares of Stock by the Company if the Optionee so requests in a
            manner prescribed by the Committee, if the Committee so approves,
            and such withholding of shares does not violate any applicable laws,
            rules or regulations of Federal, state or local authorities.

      d)    All administrative expenses associated with the administration of
            the Plan shall be borne by the Company.

      e)    Masculine pronouns and other words of masculine gender used herein
            shall refer to both men and women.

      f)    The titles and headings of the sections in this Plan are for
            convenience of reference only and in the event of any conflict, the
            text of the Plan, rather than such titles or headings, shall
            control.

12.   AMENDMENT AND TERMINATION

      The Board may, at any time, terminate or amend this Plan in such respect
      as it


                                       17

      shall deem advisable, provided, the Board may not, without further
      approval of the stockholders of the Company if such approval is required
      in order that transactions in Company securities under the Plan be exempt
      from the operation of Section 16(b) of the Securities Exchange Act of
      1934, amend the Plan so as to (i) increase the number of shares of Stock
      which may be issued under the Plan, except as provided for in Section 10;
      (ii) materially modify the requirements as to eligibility for
      participation; (iii) materially increase the benefits accruing to
      Participants under the Plan; (iv) extend the duration of the Plan beyond
      the date approved by the stockholders; or (v) increase the maximum dollar
      amount of ISO's which an individual Optionee may first exercise during any
      calendar year beyond that permitted in the Code and applicable regulations
      of the Treasury Department. Notwithstanding the foregoing, no such
      termination or amendment may adversely affect the rights of any
      Participant under any Award that is outstanding at the time of such
      termination or amendment without the Participant's consent.

13.   DURATION OF THE PLAN

      The Plan shall become effective on January 1, 1990, provided that it has
      been approved by the stockholders at the annual meeting of the
      stockholders in April of 1989, and shall terminate on December 31, 1994.

14.   CHANGE OF CONTROL

      a)    In the event of a Change of Control:

            i)    Any Stock Options and Stock Appreciation Rights outstanding as
                  of the date of the Change of Control that are not then fully


                                       18

                  exercisable and vested, shall become fully exercisable and
                  vested to the full extent of the original grant;

            ii)   All restrictions and other limitations applicable to any
                  Restricted Stock shall lapse, and such Restricted Stock shall
                  become free of all restrictions and become fully vested and
                  transferable to the full extent of the original grant;

            iii)  All Performance Awards and other Awards outstanding as of the
                  date of the Change of Control shall be considered to be earned
                  and payable in full, and any deferral or other restriction
                  shall lapse and except as provided in subsection (c) of this
                  Section 14, such Performance Units shall be settled in cash as
                  promptly as is practicable; and

            iv)   All noncompetition covenants and other similar restrictive
                  covenants applicable to any outstanding Awards shall lapse and
                  become null and void and of no further effect.

      b)    A "Change of Control" shall mean:

            i)    The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934 as amended (a "Person")) of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934) of 20% or more of either
                  (a) the then outstanding shares of common stock of the Company
                  (the "Outstanding Company Common Stock") or (b) the combined


                                       19

                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided, however, that for the purposes of this subsection
                  (i), the following acquisitions shall not constitute a Change
                  of Control: (A) any acquisition directly from the Company, (B)
                  any acquisition by the Company, (C) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company or (D) any acquisition pursuant to a transaction which
                  complies with clauses (A), (B) and (C) of subsection (iii) of
                  this Section 14(b); or

            ii)   Individuals who, as of August 26, 2002, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to August 26, 2002,
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors


                                       20

                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board; or

            iii)  Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company or the acquisition of assets of another entity (a
                  "Corporate Transaction"), in each case, unless, following such
                  Corporate Transaction, (A) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities immediately prior to
                  such Corporate Transaction beneficially own, directly or
                  indirectly, more than 60% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such Corporate
                  Transaction (including, without limitation, a corporation
                  which as a result of such transaction owns the Company or all
                  or substantially all of the Company's assets either directly
                  or through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Corporate Transaction of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  (B) no Person (excluding


                                       21

                  any employee benefit plan (or related trust) of the Company or
                  such corporation resulting from such Corporate Transaction)
                  beneficially own, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Corporate Transaction or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Corporate Transaction and (C)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Corporate Transaction
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Corporate Transaction; or

            iv)   Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

      c)    Notwithstanding the foregoing, if any right to receive cash granted
            pursuant to this Section 14 would make a Change of Control
            transaction ineligible for pooling-of-interests accounting under APB
            No. 16 that but for the nature of such right would be eligible for
            such accounting treatment, the Committee shall have the ability to
            substitute for the cash payable pursuant to such right Stock or
            other securities with a fair market value equal to the cash that
            would otherwise be payable hereunder.


                                       22


                                                                   Exhibit 10.13


                               Amended by the Board of Directors August 26, 2002

                       ANNUAL INCENTIVE COMPENSATION PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY

SECTION 1. PURPOSE AND ESTABLISHMENT

The purpose of the Annual Incentive Compensation Plan of Phillips Petroleum
Company (the "Plan") is to benefit the shareholders of Phillips Petroleum
Company by encouraging high levels of performance by individuals whose
performance is a key element in achieving the Company's continued financial and
operational success and to enable the Company to recruit, reward, retain and
motivate all employees to work as a team to achieve the Company's mission of
being the top performer in each of our businesses through the recognition and
reward of such performance on an annual basis when measured against
predetermined annual performance objectives.

The Annual Incentive Compensation Plan of Phillips Petroleum Company is
established effective January 1, 1993.


                                      -1-

SECTION 2. DEFINITIONS

      As used in this Plan:

      (a)   "AWARD" means the grant of cash or any other form of Share based or
            non-Share based Award granted pursuant to this Plan.

      (b)   "AWARD AGREEMENT" means a written agreement between the Company and
            a Participant that sets forth the terms, conditions and any
            limitations applicable to an Award granted to the Participant.

      (c)   "BENEFICIARY" means a person or persons designated by a Participant
            to receive, in the event of death, any unpaid portion of an Award
            held by the Participant. Any Participant may, subject to such
            limitations as may be prescribed by the Committee, 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 effectively to
            designate a beneficiary, then the Award will be paid in the
            following order of priority:


                                      -2-

                  Surviving spouse

                  Surviving children in equal shares

                  To the estate of the Participant.

      (d)   "BOARD" means the Board of Directors of Phillips Petroleum Company.

      (e)   "CODE" means the Internal Revenue Code of 1986, as amended and in
            effect from time to time, or any successor statute.

      (f)   "COMMITTEE" means the Compensation Committee of the Board of
            ConocoPhillips or any successor committee with substantially the
            same responsibilities.

      (g)   "COMPANY" means Phillips Petroleum Company, a Delaware corporation,
            or any successor corporation.

      (h)   "DISABILITY" shall mean the inability, in the opinion of the
            Company's group life insurance carrier, of a Participant, because of
            an injury or sickness, to work at a reasonable occupation which is
            available with the Company or at any gainful occupation which the
            Participant is or


                                      -3-

            may become fitted.

      (i)   "EMPLOYEE" means any individual who is a salaried employee of the
            Company or any Participating Subsidiary.

      (j)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
            and in effect from time to time, or any successor statute.

      (k)   "FAIR MARKET VALUE PER SHARE" in reference to the common stock of
            the Company means

            (i)   the average of the reported highest and lowest sale prices per
                  share of such stock as reported on the composite tape of the
                  New York Stock Exchange transactions (or such other reporting
                  system as shall be selected by the Committee), on the relevant
                  date; or

            (ii)  in the absence of reported sales on that date, the average of
                  the reported highest and lowest sales prices per share on the
                  last previous day for which there was a reported sale.

      (l)   "PARTICIPANT" means any Employee who has been designated


                                      -4-

            by the Committee to be eligible for an Award under this Plan.

      (m)   "PARTICIPATING SUBSIDIARY" means 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, and one or more employees of which are
            Participants, or are eligible for Awards pursuant to the Plan.

      (n)   "PERFORMANCE MEASURES" means the criteria which the Committee will
            use to evaluate the Company's performance.

      (o)   "PLAN YEAR" means calendar year.

      (p)   "RESTRICTED STOCK" means shares of Stock which have certain
            restrictions attached to the ownership thereof.

      (q)   "RETIREMENT" means termination of employment with the Company or a
            Participating Subsidiary which qualifies the Employee for Retirement
            as that term is defined in the Retirement Income Plan of Phillips
            Petroleum Company or of the applicable retirement plan of a
            Participating Subsidiary.


                                      -5-

      (r)   "RULE 16B-3" has the meaning described in Section 12(c).

      (s)   "SECTION 16" means Section 16 of the Exchange Act or any successor
            regulation and the rules promulgated thereunder as they may be
            amended from time to time.

      (t)   "STOCK" mean shares of common stock of ConocoPhillips, par value
            $.01.

      (u)   "STOCK UNIT" means the right to receive a payment equivalent in
            value to one share of Stock on the date of payment.

SECTION 3. ELIGIBILITY

Awards may be granted only to Employees who are designated as Participants from
time to time by the Committee. The Committee shall determine which Employees
shall be Participants, the types of Awards to be made to Participants and the
terms, conditions and limitations applicable to the Awards.

SECTION 4.  PERFORMANCE MEASURES


                                      -6-


As soon as practicable after the beginning of the year the Committee shall
determine the Performance Measures for the Plan Year and shall advise
Participants of the Performance Measures. The Performance Measures may include
corporate, group, business unit and Staff objectives. The objectives may include
a combination of financial and/or operational criteria and may be measured
solely against internal targets or in comparison to the performance of an
industry peer group or both. The Committee shall establish a threshold
Performance Measure applicable to overall financial performance of the Company
which must be achieved before Awards for the Plan Year will be granted.

SECTION 5. DETERMINATION OF AWARDS

Following the completion of the Plan Year, the Committee will review the
Company's performance with respect to the Performance Measures, and in its sole
judgment, determine the amount and manner of Awards to be granted to eligible
Employees. No Awards will be granted if the threshold Performance Measure
established under Section 4 is not achieved.

SECTION 6. PAYMENT OF AWARDS

      (a)   Each Award may be made at the discretion of the Committee either in
            cash, in Stock, in Restricted Stock, in Stock


                                      -7-

            Units, or in another form as determined by the Committee and may be
            made partly in one form and partly in one or more other forms. In
            the case of an Award in Stock, Restricted Stock, or Stock Units, the
            number shall be determined by using the Fair Market Value Per share
            of Stock on the date of the Award, provided, however, that no
            Employee whose acquisition of Stock, Restricted Stock, Stock Units
            or other form of Award would be subject to the provisions of Section
            16 of the Exchange Act shall be eligible to receive an Award
            otherwise than in cash, and the Committee shall grant Awards to such
            persons only in cash, unless prior to the grant of any such Award
            all action necessary to qualify such award for the exemption under
            Rule 16b-3 shall have been taken.

      (b)   The payment of any Award shall be subject to such obligations or
            conditions as the Committee may specify in making or recommending
            the Award, but Awards need not be evidenced by Award Agreements.

      (c)   Part or all of a cash Award may be deferred by a Participant under
            the terms of the Key Employee Deferred Compensation Plan of Phillips
            Petroleum Company or any successor plan thereto.


                                      -8-

      (d)   Any Award payable in Stock or Restricted Stock may, in the
            discretion of the Committee, be paid part or all in cash, on each
            date on which payment in Stock or Restricted Stock would otherwise
            have been made, in an amount equal to the Fair Market Value per
            share of Stock on each such date, multiplied by the number of shares
            of Stock or Restricted Stock which would otherwise have been paid on
            such date.

      (e)   Awards may be granted in Restricted Stock that is issued to a
            Participant and is subject to such terms, conditions and
            restrictions as the Committee deems appropriate, which may include
            restrictions upon the sale, assignment, transfer or other
            disposition of the Restricted Stock and the requirement of
            forfeiture of the Restricted Stock upon termination of employment
            under certain specified conditions. The Committee may provide for
            the lapse of any such term or condition or waive any term or
            condition based on such factors or criteria as the Committee may
            determine. The Participant shall have, with respect to awards of
            Restricted Stock, all of the rights of a shareholder of the Company,
            including the right to vote the Restricted Stock and the rights to
            receive any cash or stock dividend on such Stock.


                                      -9-

      (f)   Awards may be granted in Stock Units that are subject to such terms
            and conditions as the Committee deems appropriate. The number of
            Stock Units awarded with respect to any Award shall be the number
            determined by using the Fair Market Value per share of Stock on the
            date of the Award. Any Award made in Stock Units may, in the
            discretion or the recommendation of the Committee, be paid in shares
            of Stock on each date on which payment in cash would otherwise be
            made.

      (g)   In lieu of the foregoing forms of payment of Awards, the Committee
            may specify or recommend any other form of payment which it
            determines to be of substantially equivalent economic value to the
            cash value of the Award including, without limitation, forms
            involving payments to a trust or trusts for the benefit of one or
            more Participants.

      (h)   Each payment of an Award that is to be made in cash shall be from
            the general funds of the Company or the Participating Subsidiary
            making the payment.

      (i)   In the event the Participant resigns during the Plan Year or before
            Awards are paid for the Plan Year, no Awards shall be made to that
            Participant, provided, that the


                                      -10-

            Committee may, in its sole discretion, determine that an Award shall
            be made with respect to the period of time during which the
            Participant was an Employee.

      (j)   In the event the Participant transfers to a non-participating
            subsidiary or otherwise becomes ineligible prior to the end of the
            Plan Year, the Participant may remain a Participant for the purpose
            of all Awards which shall have been made prior to the Participant's
            transfer or prior to the Participant becoming ineligible or are to
            be made, but in such later case, only with respect to the period of
            time during which the Participant was an eligible Participant.

      (k)   In the event the Participant terminates employment by reason of
            Disability, the Participant may remain a Participant for the purpose
            of all Awards which shall have been made prior to the Participant's
            Disability or are to be made, but in such later case, only with
            respect to the period of time prior to the Disability.

      (l)   In the event the Participant terminates employment by Retirement,
            the Participant may remain a Participant for the purpose of all
            Awards which shall have been made


                                      -11-

            prior to Retirement or are to be made, but in such later case, only
            with respect to the period of time during which the Participant was
            an Employee.

      (m)   In the event of the death of a Participant to whom an Award is to be
            or shall have been made, the Award or any portion thereof remaining
            unpaid may be paid to such Participant's Beneficiary either in the
            manner in which payment would have been made had the Participant not
            died or in such other manner as may be determined by the Committee.

SECTION 7. ADMINISTRATION

      (a)   The Plan and all Awards granted pursuant thereto shall be
            administered by the Committee so as to permit the Plan to comply
            with Rule 16b-3. A majority of the members of the Committee shall
            constitute a quorum. The vote of a majority of a quorum shall
            constitute action by the Committee.

      (b)   To the extent permitted by Section 12, the Committee is authorized
            to

            (i)   determine which Employees shall be Participants in


                                      -12-

                  the Plan and which form of Awards shall be granted to
                  Participants,

            (ii)  establish, amend and rescind rules, regulations and guidelines
                  relating to this Plan as it deems appropriate,

            (iii) interpret and administer this Plan, Awards and Award
                  Agreements,

            (iv)  establish, modify and terminate terms and conditions of Award
                  Agreements,

            (v)   grant waivers and accelerations of Plan, Award and Award
                  Agreement restrictions and

            (vi)  take any other action necessary for the proper administration
                  and operation of the Plan, all of which shall be executed in
                  accordance with the objectives of this Program.

      (c)   The Committee may delegate to the officers or employees of the
            Company the authority to carry out any of its responsibilities under
            and described in this Plan, under such conditions or limitations as
            the Committee may


                                      -13-

            establish, other than its authority with regard to Participants who
            are subject to Section 16.

      (d)   Determinations of the Committee and its designees shall be final,
            binding and conclusive on the Company, its Participating
            Subsidiaries, shareholders, Employees and Participants. No member of
            the Committee or any of its designees shall be personally liable for
            any action or determination made in good faith with respect to this
            Program, any Award, or any Award Agreement.

SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the shareholders of ConocoPhillips, in the
event of a reorganization, recapitalization, stock split, stock dividend,
exchange of Stock, combination of Stock, merger, consolidation or any other
changes in corporate structure of ConocoPhillips affecting the Stock, or in the
event of a sale by ConocoPhillips of all or a significant part of its assets, or
any distribution to ConocoPhillips' shareholders other than a normal cash
dividend, the Committee may make appropriate adjustment in the number, kind,
price and value of Stock authorized by this Plan and any adjustments to
outstanding Awards as it determines appropriate so as to prevent dilution or
enlargement of rights.


                                      -14-

SECTION 9. CHANGE OF CONTROL

(a)   In the event of a Change of Control, all restrictions and other
      limitations applicable to any Restricted Stock shall lapse, and such
      Restricted Stock shall become free of all restrictions and become fully
      vested and transferable to the full extent of the original grant.

(b)   A "Change of Control" shall mean:

      (i)   The acquisition by any individual, entity or group (within the
            meaning of Section 13(d) or 14(d)(2) of the Exchange Act (a
            "Person")) of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 20% or more of either (a) the
            then outstanding shares of common stock of ConocoPhillips (the
            "Outstanding Company Common Stock") or (b) the combined voting power
            of the then outstanding voting securities of ConocoPhillips entitled
            to vote generally in the election of directors (the "Outstanding
            Company Voting Securities"); provided, however, that for purposes of
            this subsection (i), the following acquisitions shall not constitute
            a Change of Control: (A) any acquisition directly from
            ConocoPhillips, (B) any acquisition by ConocoPhillips, (C) any
            acquisition by any employee


                                      -15-

            benefit plan (or related trust) sponsored or maintained by
            ConocoPhillips or any corporation controlled by ConocoPhillips or
            (D) any acquisition pursuant to a transaction which complies with
            clauses (A), (B) and (C) of subsection (iii) of this Section 9(b);
            or

      (ii)  Individuals who, as of August 26, 2002, constitute the Board of
            Directors of ConocoPhillips (the "Incumbent Board") cease for any
            reason to constitute at least a majority of the Board of Directors
            of ConocoPhillips (the "CP Board"); provided, however, that any
            individual becoming a director subsequent to August 26, 2002, whose
            election, or nomination for election by ConocoPhillips'
            shareholders, was approved by a vote of at least a majority of the
            directors then comprising the Incumbent Board shall be considered as
            though such individual were a member of the Incumbent Board, but
            excluding, for this purpose, any such individual whose initial
            assumption of office occurs as a result of an actual or threatened
            election contest with respect to the election or removal of
            directors or other actual or threatened solicitation of proxies or
            consents by or on behalf of a Person other than the CP Board; or

      (iii) Approval by the shareholders of ConocoPhillips of a reorganization,
            merger or consolidation or sale or other


                                      -16-

            disposition of all or substantially all of the assets of
            ConocoPhillips or the acquisition of assets of another entity (a
            "Corporate Transaction"), in each case, unless, following such
            Corporate Transaction, (A) all or substantially all of the
            individuals and entities who were the beneficial owners,
            respectively, of the Outstanding Company Common Stock and
            Outstanding Company Voting Securities immediately prior to such
            Corporate Transaction beneficially own, directly or
            indirectly, more than 60% of, respectively, the then outstanding
            shares of common stock and the combined voting power of the then
            outstanding voting securities entitled to vote generally in the
            election of directors, as the case may be, of the corporation
            resulting from such Corporate Transaction (including, without
            limitation, a corporation which as a result of such transaction owns
            ConocoPhillips or all or substantially all of ConocoPhillips' assets
            either directly or through one or more subsidiaries) in
            substantially the same proportions as their ownership, immediately
            prior to such Corporate Transaction of the Outstanding Company
            Common Stock and Outstanding Company Voting Securities, as the case
            may be, (B) no Person (excluding any employee benefit plan (or
            related trust) of ConocoPhillips or such corporation resulting from
            such Corporate Transaction) beneficially own, directly or


                                      -17-

            indirectly, 20% or more of, respectively, the then outstanding
            shares of common stock of the corporation resulting from such
            Corporate Transaction or the combined voting power of the then
            outstanding voting securities of such corporation except to the
            extent that such ownership existed prior to the Corporate
            Transaction and (C) at least a majority of the members of the board
            of directors of the corporation resulting from such Corporate
            Transaction were members of the Incumbent Board at the time of the
            execution of the initial agreement, or of the action of the CP
            Board, providing for such Corporate Transaction; or

      (iv)  Approval by the shareholders of ConocoPhillips of a complete
            liquidation or dissolution of ConocoPhillips.

SECTION 10. RIGHTS OF EMPLOYEES

      (a)   Status as an eligible Employee shall not be construed as a
            commitment that any Award will be made under the Plan to such
            eligible Employee or to eligible Employees generally.

      (b)   Nothing contained in the Plan (or in any other documents


                                      -18-

            related to this Plan or to any Award) shall confer upon any Employee
            or Participant any right to continue in the employ or other service
            of the Company or constitute any contract or limit in any way the
            right of the Company to change such person's compensation or other
            benefits or to terminate the employment of such person with or
            without cause.

SECTION 11. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

No certificate for Stock distributable pursuant to this Plan shall be issued and
delivered unless the issuance of such certificate complies with all applicable
legal requirements including, without limitation, compliance with the provisions
of applicable state securities laws, the Securities Act of 1933, as amended from
time to time or any successor statute, the Exchange Act and the requirements of
the exchanges on which the Stock may, at the time, be listed.

SECTION 12. AMENDMENTS AND TERMINATION

      (a)   The Committee or the Board, as appropriate, may, insofar as
            permitted by law, from time to time, suspend or terminate this Plan
            or revise or amend it in any respect whatsoever; provided, however,
            unless the Committee or the Board, as


                                      -19-

            appropriate, specifically otherwise provides, any revision or
            amendment that would cause this Plan to fail to comply with any
            requirement of applicable law, regulation or rule if such amendment
            were not approved by the shareholders of ConocoPhillips shall not be
            effective unless and until the approval of the shareholders of
            ConocoPhillips is obtained.

      (b)   Subject to the terms and conditions and within the limitations of
            this Plan, the Committee may amend, cancel, modify or extend
            outstanding Awards granted under this Plan, but no such action taken
            after a Change of Control, at the request of a third party seeking
            to effect a Change of Control, or otherwise in connection with or in
            anticipation of a Change of Control, may adversely affect the rights
            of any Participant with respect to any outstanding award without
            such Participant's consent.

      (c)   This Plan is intended to comply with Rule 16b-3 promulgated by the
            Securities and Exchange Commission as now in force or as such
            regulation or successor regulation shall be hereafter amended ("Rule
            16b-3") with respect to Participants who are subject to Section 16
            of the Exchange Act. Should the requirements of Rule 16b-3 change,
            the Board or the Committee, as appropriate, may


                                      -20-

            amend the program to comply with the requirements of the amended
            Rule 16b-3 or its successor provision or provisions.

SECTION 13. UNFUNDED PLAN

The Plan shall be unfunded. Neither the Company nor the Board of Directors shall
be required to segregate any assets that may, at any time, be represented by
Awards made pursuant to the Plan. Neither the Company, the Committee, nor the
Board of Directors shall be deemed to be a trustee of any amounts to be paid
under the Plan.

SECTION 14. LIMITS OF LIABILITY

      (a)   Any liability of the Company to any Participant with respect to an
            Award shall be based solely upon contracted obligations created by
            the Plan and the Award Agreement.

      (b)   Neither the Company nor any member of the Board of Directors or of
            the Committee, nor any person participating in any determination of
            any question under the Plan, or in the interpretation,
            administration or application of the Plan, shall have any liability
            to any party for any action taken or not taken, in good faith under
            the


                                      -21-


            Plan.


                                      -22-


                                                                   Exhibit 10.17


                               AMENDED BY THE BOARD OF DIRECTORS AUGUST 26, 2002


                   KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
                           PHILLIPS PETROLEUM COMPANY

                                     PURPOSE

The purpose of the Key Employee Deferred Compensation Plan of Phillips Petroleum
Company (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.

SECTION 1. Definitions.

      (a)   "Affiliated Group" shall mean the Company plus other subsidiaries
            and affiliates in which it owns 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
            the Long Term Incentive Compensation Plan, or (ii) required to be
            credited to an Employee's Deferred Compensation Account pursuant to
            the Incentive Compensation Plan, the Long Term Incentive
            Compensation Plan, the Strategic Incentive Plan, the Long Term
            Incentive Plan, or any similar plans, or any administrative
            procedure adopted pursuant thereto, (iii) credited as a result of a
            Participant's 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 the Incentive
            Compensation Plan, the Long Term Incentive Compensation Plan, the
            Strategic Incentive Plan, the Long Term Incentive Plan, the Omnibus
            Securities Plan, or any similar plans, or any administrative
            procedure adopted pursuant thereto, (iv)


                                       1

            credited resulting from a lump sum distribution from any of the
            Company's non-qualified retirement plans and/or plans which provide
            for a retirement supplement, (v) resulting from the forfeiture of
            Restricted Stock, required by the Company, of key employees who
            become employees of GPM Gas Corporation, (vi) credited as a result
            of an Employee's deferral of the receipt of the lump sum cash
            payment from the Employee's account in the Defined Contribution
            Makeup Plan, (vii) credited as a result of an Employee's voluntary
            reduction of Salary (viii) credited as a result of an Employee's
            deferral of the settlement of a Long Term Performance Unit 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, but
            subject to revision under the terms of this Plan.

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

      (d)   "Chief Executive Officer (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 Phillips Petroleum Company.

      (g)   "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.


                                       2

      (h)   "Defined Contribution Makeup Plan" shall mean the Defined
            Contribution Makeup Plan of Phillips Petroleum Company or any
            similar plan or successor plans.

      (i)   "Disability" shall mean the inability, in the opinion of the
            Company's Medical Director or the Medical Director of the Company's
            parent, of a Participant, because of an injury or sickness, to work
            at a reasonable occupation which is available with the Company,
            ConocoPhillips, a Participating Subsidiary, or another subsidiary of
            ConocoPhillips.

      (j)   "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 or is classified as a Grade 32P
            or any equivalent grade at ConocoPhillips. Employee shall also
            include Participants who are employed by a member of the Affiliated
            Group and former employees who Retire or are Laid Off and are
            eligible to receive a lump sum distribution from non-qualified
            retirement plans.

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

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

      (m)   "Incentive Compensation Plan" shall mean the Incentive Compensation
            Plan of the Company, or the Annual Incentive Compensation Plan of
            Phillips Petroleum Company, or similar plan of a Participating
            Subsidiary, or any similar or successor plans, or all, as the
            context may require.


                                       3

      (n)   "Layoff" or "Laid Off" shall mean layoff under the Phillips Layoff
            Plan or any similar plan which the Company, ConocoPhillips, any
            Participating Subsidiary, any member of the Affiliated Group, or any
            other subsidiary of ConocoPhillips 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,
            ConocoPhillips, such Participating Subsidiary, such member of the
            Affiliated Group, or such other subsidiary of ConocoPhillips, as
            applicable, under such layoff plan.

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

      (p)   "Long-Term Incentive Plan" shall mean the Long-Term Incentive Plan,
            or similar or successor plan, established under the Omnibus
            Securities Plan of Phillips Petroleum Company.

      (q)   "Long Term Performance Unit Award" shall mean a Performance Award as
            authorized by Section 4.4 of the Omnibus Securities Plan, or similar
            or successive plan, where the applicable administrative procedure
            for such award provides that the recipient is eligible to indicate a
            preference to defer all or any part of such award.

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

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

      (t)   "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


                                       4

            adopted one or more plans making participants eligible for
            participation in this Plan and one or more Employees of which are
            Potential Participants.

      (u)   "Plan Administrator" shall mean the Executive Vice President,
            Planning, Corporate Relations and Services, or his successor.

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

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

      (x)   "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.

      (y)   "Retirement" or "Retire", or "Retiring" shall mean termination of
            employment with the Company, ConocoPhillips, or any other subsidiary
            of ConocoPhillips on or after the earliest early retirement date as
            defined in the Retirement Income Plan of Phillips Petroleum Company
            or of the applicable retirement plan of ConocoPhillips, a
            Participating Subsidiary, a member of the Affiliated Group or any
            other subsidiary of ConocoPhillips.

      (z)   "Retirement Income Plan" shall mean the Retirement Income Plan of
            the Company or a similar retirement plan of the Participating
            Subsidiary pursuant to the terms of which the Participant retires.


                                       5

      (aa)  "Settlement Date" shall mean the date on which all acts under the
            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.

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

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

      (dd)  "Strategic Incentive Plan" shall mean the Strategic Incentive Plan
            portion of the 1986 Stock Plan of the Company, of the 1990 Stock
            Plan of the Company, and of any successor plans of similar nature.

      (ee)  "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 September, Employees
            who are eligible to receive an Award in the immediately following
            calendar year under the Company's or a Participating Subsidiary's
            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 of such
            Award.

      (b)   Restricted Stock and Restricted Stock Units Awards. (i) Each year
            Employees who are or will become 55 years of age prior to the end of
            the calendar year or who are


                                       6

            over 55 years old and have not previously been notified 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 of the Stock which would
            otherwise be delivered to the Employees in the event restrictions
            lapse on Restricted Stock and/or Restricted Stock Units or the
            settlement of Restricted Stock Units previously awarded or which may
            be awarded to the Employees.

            (ii) Employees who have been granted a special Restricted Stock
            Award and/or Restricted Stock Units Award by the Compensation
            Committee, 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 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
            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 will be given an opportunity within 30 days of being notified
            of Layoff, in the manner prescribed by the Plan Administrator, to
            indicate a preference concerning the deferral of the receipt of the
            values of all or part 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.

      (c)   Lump Sum Distribution from Non-Qualified Retirement Plans. With
            respect to the lump sum distribution permitted from the Company's
            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 for all or part
            of the lump sum distribution, if any, to be considered an Award
            under this Plan.

      (d)   Lump Sum from Defined Contribution Makeup Plan. Employees who will
            receive a


                                       7

            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 of
            part of such payment.

      (e)   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 the Company will credit a like amount as an Award hereunder,
            provided that the amount of such reduction shall be not less than 2%
            nor more than a percentage of the Employee's Salary per pay period
            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.

      (f)   Long Term Performance Unit Award. As soon as practicable following
            the grant of a Long Term Performance Unit Award, Employees 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 of such Award.

      (g)   Performance Based Incentive Award. Each year, during September,
            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


                                       8

            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 Exchange
            Act, to the Committee, or (ii) if the Potential Participant is not
            subject to Section 16 of the Exchange Act, to the CEO. The Potential
            Participant's preference must be received on or before October 1 of
            the year in which said Section 2(a) notice was received. Such
            indication must state the portion of the Award the Potential
            Participant desires to be deferred. If an indication is not received
            by October 1, the Potential Participant will be deemed to have
            elected to receive any ICP award awarded by the Committee.

      Such indication of preference, if accepted, becomes irrevocable on October
      1 of the year in which the indication is submitted to the Committee or
      CEO, except that, in the event of any of the following:

            i)    the Employee is demoted to a job classification/grade that is
                  no longer eligible to receive an Award from an Incentive
                  Compensation Plan,

            ii)   the Employee's employment status is classified to a status
                  other than regular full-time or its equivalent,

            iii)  the Employee is receiving Unavoidable Absence Benefits (UAB)
                  pay such that the pay received is less than his/her pay had
                  been prior to being on UAB,

      the Employee can request, subject to approval by the Plan Administrator,
      that his/her indication of preference to defer, whether approved or not,
      be revoked for that Incentive Compensation Plan Award.

      The Committee or CEO, as applicable, shall consider such indication of
      preference as submitted and shall decide whether to accept or reject the
      preference expressed. The Potential Participant shall be notified in
      writing of the decision.

      (b)   Restricted Stock or Restricted Stock Units. If a Potential
            Participant prefers to defer under this Plan the value of all or any
            part of the Restricted Stock or Restricted Stock


                                       9

            Units to which a notice received under Section 2(b) 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 Exchange Act, to the
            Committee, or (ii) if the Potential Participant is not subject to
            Section 16 of the Exchange Act, to the CEO. The Potential
            Participant's preference must be received on or before October 1 of
            the year in which said Section 2(b) notice was received. Such
            indication must state the portion of the value of the Restricted
            Stock or Restricted Stock Units the Potential Participant desires to
            be deferred. If an indication is not received by October 1, the
            Potential Participant will be deemed to have elected to receive any
            shares or units for which the restrictions are lapsed. Such
            indication of preference becomes irrevocable on October 1 of the
            year in which the indication is submitted to the Committee or CEO.
            The Committee or CEO, as applicable, shall consider such indication
            of preference as submitted and shall decide whether to accept or
            reject the preference expressed. The Potential Participant shall be
            notified in writing of the decision. A deferral of the value of the
            Restricted Stock or Restricted Stock Units will be paid under the
            terms of Section 5(b)(i) hereof - 10 annual installments commencing
            about one year after retirement, but subject to revision under the
            terms of this Plan. Such approved indication of preference shall
            apply to any Restricted Stock Units granted in exchange for shares
            of Restricted Stock pursuant to the Exchange offer initiated by the
            Company on December 17, 2001.

      (c)   Lump Sum Distribution from Non-Qualified Retirement Plans. If a
            Potential Participant prefers to defer under this Plan all or part
            of the lump sum distribution to which Section 2(c) 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 Exchange Act, to the
            Committee or (ii) if the Potential Participant is not subject to
            Section 16 of the Exchange Act, to the CEO. The Potential
            Participant's preference must be received in the period beginning 90
            days prior to and ending no less than 30 days prior to the date of
            commencement of


                                       10

            retirement benefits under such plans. Such indication must state the
            portion of the lump sum distribution the Potential Participant
            desires to be deferred. The Committee or CEO, as applicable, shall
            consider such indication of preference as submitted and shall decide
            whether to accept or reject the preference expressed as soon as
            practicable. Such indication of preference, if accepted, becomes
            irrevocable on the date of such acceptance.

      (d)   Lump Sum from Defined Contribution Makeup Plan. If a Potential
            Participant prefers to defer under this Plan all or part of the lump
            sum cash payment to which Section 2(d) 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 Exchange Act, to the Committee or (ii) if the
            Potential Participant is not subject to Section 16 of the Exchange
            Act, to the CEO. The Potential Participant's preference must be
            received in the period beginning 365 days prior to and ending no
            less than 90 days prior to the Participant's retirement date except
            that if a Potential Participant is notified of layoff during or
            after the year in which the Potential Participant reaches age 50 and
            if there is not at least 120 days between the date the Potential
            Participant is notified of layoff and the Potential Participant's
            termination date, the Potential Participant's preference must be
            received within 30 days of being notified of layoff. Such indication
            must state the portion of the lump sum payment the Potential
            Participant desires to be deferred. The Committee or CEO, as
            applicable, shall consider such indication of preference as
            submitted and shall decide whether to accept or reject the
            preference expressed as soon as practicable. Such indication of
            preference, if accepted, becomes irrevocable on the date of such
            acceptance. A deferral of the lump sum from the Defined Contribution
            Makeup Plan will be paid under the terms of Section 5(b)(i) hereof -
            10 annual installments commencing about one year after retirement,
            but subject to revision under the terms of the Plan.


                                       11

      (e)   Salary Reduction. If a Potential Participant elects to voluntarily
            reduce Salary and receive an Award hereunder in lieu thereof, the
            Potential Participant must make an election, in the manner
            prescribed by the Plan Administrator, which must be received on or
            before November 30 prior to the beginning of the calendar year of
            the elected deferral or for Newhire Employees as soon as practicable
            within a 30-day period after their first day of employment or
            reemployment. Such election must be in writing signed by the
            Potential Participant, and must state the amount of the salary
            reduction the Potential Participant elects. Such election becomes
            irrevocable on November 30 prior to the beginning of the calendar
            year or for Newhire Employees after the 30-day period after their
            first day of employment or reemployment, except that in the event of
            any of the following:

            i)    the Employee is demoted to a job classification/grade that is
                  no longer eligible to receive an Award from an Incentive
                  Compensation Plan,

            ii)   the Employee's employment status is classified to a status
                  other than regular full-time or its equivalent,

            iii)  the Employee is receiving Unavoidable Absence Benefits (UAB)
                  pay such that the pay received is less than his/her pay had
                  been prior to being on UAB,

            the Employee can request, subject to approval by the Plan Benefits
            Administrator, that his/her election to voluntarily reduce his/her
            salary be revoked for the remainder of the calendar year.

            An Award in lieu of voluntarily reduced salary will be paid under
            the terms of Section 5(b)(i) hereof - 10 annual installments
            commencing about one year after retirement, but subject to revision
            under the terms of the Plan.

      (f)   Long Term Performance Unit Award. If a Potential Participant prefers
            to defer under this Plan the value of all or any part of the Long
            Term Performance Unit Award to which a notice received under Section
            2(f) pertains, the Potential Participant must


                                       12

            indicate such preference, in a manner prescribed by the Plan
            Administrator, (i) if the Potential Participant is subject to
            Section 16 of the Exchange Act, to the Committee, or (ii) if the
            Potential Participant is not subject to Section 16 of the Exchange
            Act, to the CEO. The Potential Participant's preference must be
            received on or before 90 days from the grant date of the Long Term
            Performance Unit Award. Such indication must state the portion of
            the value of the Long Term Performance Unit Award the Potential
            Participant desires to be deferred. If an indication is not received
            by 90 days from the grant date of the award, the Potential
            Participant will be deemed to have elected not to defer any portion
            of the Award. Such indication of preference becomes irrevocable 90
            days from the grant date of the Award. The Committee or CEO, as
            applicable, shall consider such indication of preference as
            submitted and shall decide whether to accept or reject the
            preference expressed. The Potential Participant shall be notified in
            writing of the decision. A deferral of the value of the Long Term
            Performance Unit Award will be paid under the terms of Section 5(b)
            (i) hereof - 10 annual installments commencing about one year after
            retirement, but subject to revision under the terms of this Plan.

      (g)   Performance Based Incentive Award. The Potential Participant who is
            eligible to receive a Performance Based Incentive Award in the
            immediately following calendar year, must indicate a preference, in
            a manner prescribed by the Plan Administrator, (i) if the Potential
            Participant is subject to Section 16 of the Exchange Act, to the
            Committee, or (ii) if the Potential Participant is not subject to
            Section 16 of the Exchange Act, to the CEO. The Potential
            Participant's preference must be received on or before October 1 of
            the year in which said Section 2(g) notice was received. Such
            indication must state the portion of the award the Potential
            Participant desires to be in cash, the portion to be deferred and
            the portion to be in Restricted Stock. If an indication is not
            received by October 1, the Potential Participant will be deemed to
            have elected to receive the award as cash. Such indication of
            preference becomes irrevocable on October 1 of the year in which the
            indication is submitted to the


                                       13

            Committee or CEO. The Committee or CEO, as applicable, shall
            consider such indication of preference as submitted and shall decide
            whether to accept or reject the preference expressed.

SECTION 4. Deferred Compensation Accounts.

      (a)   Credit for Deferral. Amounts deferred pursuant to Section 3(a) and
            Section 5(h)(1) will be credited to the Participant's Deferred
            Compensation Account as soon as practicable, but not less than 30
            days after the Settlement Date of the Incentive Compensation Plan.
            Amounts deferred pursuant to Section 3(b) and Section 5(h)(2) will
            be credited at market value of the underlying Restricted Stock or
            the shares represented by the Restricted Stock Units, as applicable,
            as soon as practicable, but not later than 30 days after the date as
            of which the restrictions lapse. For this purpose, the market value
            of the underlying Restricted Stock or the shares represented by the
            Restricted Stock Units, as applicable, shall be based on the higher
            of (i) the average of the high and low selling prices of the Company
            Stock on the date the restrictions lapse or the last trading day
            before the day the restrictions lapse if such date is not a trading
            day or (ii) the average of the high three monthly Fair Market Values
            of the Company Stock during the twelve calendar months preceding the
            month in which the restrictions lapse. The monthly Fair Market Value
            of the Company Stock is the average of the daily Fair Market Value
            of the Stock for each trading day of the month. The daily Fair
            Market Value of the Stock shall be deemed equal to the average of
            the high and low selling prices of the Stock on the New York Stock
            Exchange. Amounts deferred pursuant to Section 3(d), 3(e), and 3(f)
            and Section 5(h)(3) will be credited to the Participant's Deferred
            Compensation Account as soon as practicable, but not later than 30
            days after the cash payment would have been made had it not been
            deferred. Amounts deferred pursuant to other provisions of this plan
            shall be credited as soon as practicable but not later than 30 days
            after the date the Award would otherwise be payable.


                                       14

      (b)   Designation of Investments. The amount in each Participant's
            Deferred Compensation Account shall be deemed to have been invested
            and reinvested from time to time, in such "eligible securities" as
            the Participant shall designate. Prior to or in the absence of a
            Participant's designation, the Company shall designate an "eligible
            security" in which the Participant's Deferred Compensation Account
            shall be deemed to have been invested until designation instructions
            are received from the Participant. Eligible securities are those
            securities designated by the Chief Financial Officer of the Company,
            or his successor. The Chief Financial Officer of the Company may
            include as eligible securities, stocks listed on a national
            securities exchange, and bonds, notes, debentures, corporate or
            governmental, either listed on a national securities exchange or for
            which price quotations are published in The Wall Street Journal and
            shares issued by investment companies commonly known as "mutual
            funds". The Participant's Deferred Compensation Account will be
            adjusted to reflect the deemed gains, losses and earnings as though
            the amount deferred was actually invested and reinvested in the
            eligible securities for the Participant's Deferred Compensation
            Account.

            Notwithstanding anything to the contrary in this section 4(b), in
            the event the Company actually purchases or sells such securities in
            the quantities and at the times the securities are deemed to be
            purchased or sold for a Participant's Deferred Compensation Account,
            the Account shall be adjusted accordingly to reflect the price
            actually paid or received by the Company for such securities after
            adjustment for all transaction expenses incurred (including without
            limitation brokerage fees and stock transfer taxes).

            In the case of any deemed purchase not actually made by the Company,
            the Deferred Compensation Account shall be charged with a dollar
            amount equal to the quantity and kind of securities deemed to have
            been purchased multiplied by the fair market


                                       15

            value of such security on the date of reference and shall be
            credited with the quantity and kind of securities so deemed to have
            been purchased. In the case of any deemed sale not actually made by
            the Company, the account shall be charged with the quantity and kind
            of securities deemed to have been sold, and shall be credited with a
            dollar amount equal to the quantity and kind of securities deemed to
            have been sold multiplied by the fair market value of such security
            on the date of reference. As used herein "fair market value" means
            in the case of a listed security the closing price on the date of
            reference, or if there were no sales on such date, then the closing
            price on the nearest preceding day on which there were such sales,
            and in the case of an unlisted security the mean between the bid and
            asked prices on the date of reference, or if no such prices are
            available for such date, then the mean between the bid and asked
            prices to the nearest preceding day for which such prices are
            available.

            The Senior Vice President and Chief Financial Officer of the Company
            may also designate a Fund Manager to provide services which may
            include recordkeeping, Participant accounting, Participant
            communication, payment of installments to the Participant, tax
            reporting and any other services specified by the Company in
            agreement with the Fund Manager.

      (c)   Payments. A Participant's Deferred Compensation Account shall be
            debited with respect to payments made from the account pursuant to
            this Plan as of the date such payments are made from the account.
            The payment shall be made as soon as practicable, but no later than
            30 days, after the installment payment date.

            If any person to whom a payment is due hereunder is under legal
            disability as determined in the sole discretion of the Plan
            Administrator, the Plan Administrator shall have the power to cause
            the payment due such person to be made to such person's guardian or
            other legal representative for the person's benefit, and such
            payment shall constitute a full release and discharge of the
            Company, the Plan


                                       16

            Administrator and any fiduciary of the Plan.

      (d)   Statements. At least one time per year the Company or the Company's
            designee will furnish each Participant a written statement setting
            forth the current balance in the Participant's Deferred Compensation
            Account, the amounts credited or debited to such account since the
            last statement and the payment schedule of deferred Awards and
            deemed gains, losses and earnings accrued thereon as provided by the
            deferred payment option selected by the Participant.

SECTION 5. Payments from Deferred Compensation Accounts.

      (a)   Election of Method of Payment for an Incentive Compensation Plan
            Award. At the time a Potential Participant submits an indication of
            preference to defer all or any part of an Award under an Incentive
            Compensation Plan as provided in Section 3(a) above, the Potential
            Participant shall also elect in a manner prescribed by the Plan
            Administrator, which of the payment options, provided for in
            Paragraph (b) of this Section, shall apply to the deferred portion
            of said Award adjusted for any deemed gains, losses and earnings
            accrued thereon credited to the Participant's Deferred Compensation
            Account under this Plan. Subject to Paragraphs (e), (g) and (h) of
            this Section, if the Committee or CEO, as appropriate, accepts the
            Potential Participant's indication of preference, the election of
            the method of payment of the amount deferred shall become
            irrevocable.

      (b)   Payment Options. A Potential Participant may elect to have the
            deferred portion of an Incentive Compensation Plan Award adjusted
            for any deemed gains, losses and earnings accrued thereon paid:

            (i)   (Post-Retirement) in 10 annual installments, the payment of
                  the first of such installments to commence on the first day of
                  the first calendar quarter which is


                                       17

            on or after the first anniversary of the Potential Participant's
            first day of Retirement, or

            (ii)  (Pre-Retirement) in annual installments of not less than 5 nor
                  more than 10, in semi-annual installments of not less than 10
                  nor more than 20, or in quarterly installments of not less
                  than 20 nor more than 40. The first of such installments to
                  commence, as soon as practicable after any date specified by
                  the Potential Participant, so long as such date is the first
                  day of a calendar quarter, is on or after the Settlement Date,
                  is at least one year from the date the payout option was
                  elected, and is prior to the date the Potential Participant
                  will attain the Participant's Normal Retirement Date under the
                  terms of the Retirement Income Plan.

      (c)   Election of Method of Payment of the Value of Restricted Stock and
            Restricted Stock Units. As provided in Section 3(b) above, a
            deferral of the value of all or part of the Restricted Stock or
            Restricted Stock Units will be considered payment option (b)(i) of
            this Section subject to Paragraphs (e) and (g) of this Section.

      (d)   Election of Method of Payment of a Lump Sum Distribution from
            Non-Qualified Retirement Plans. At the time a Potential Participant
            submits an indication of preference to defer all or part of the lump
            sum distribution as provided in Section 3(c) above, the Potential
            Participant shall also elect in a manner prescribed by the Plan
            Administrator which payment option shall apply to the deferred lump
            sum adjusted for any gains, losses and earnings to be accrued
            thereon credited to the Participant's Deferred Compensation Account
            under this Plan. The payment options are annual installments of not
            less than 5 nor more than 10, semi-annual installments of not less
            than 10 nor more than 20, or quarterly installments of not less than
            20 nor more than 40. The first installment to commence as soon as
            practicable after any date specified by the Potential Participant,
            so long as such date is the first day of a calendar quarter


                                       18

            and is at least one year from the date the payout option was
            elected. Subject to Paragraph (g) of this Section, if the Committee
            or CEO, as appropriate, accepts the Potential Participant's
            indication of preference, the election of the method of payment of
            the amount deferred shall become irrevocable.

      (e)   Payment Option Revisions. If a Section 5(b)(i) payment option
            applies to any part of the balance of a Participant's Deferred
            Compensation Account, the Participant may revise such payment option
            as follows:

            (i)   Prior to Retirement. The Participant at any time during a
                  period beginning 365 days prior to and ending 90 days prior to
                  the date the Participant Retires may, with respect to the
                  total of all amounts subject to such payment option at the
                  time of the Participant's retirement, in the manner prescribed
                  by the Plan Administrator, revise such payment option and
                  elect one of the payment options specified in (e)(iv) of this
                  Section to apply to such total amount in place of such payment
                  option.

            (ii)  Upon Layoff. If a Participant who is eligible to Retire or who
                  is Laid Off during or after the year in which the Participant
                  reaches age 50 is notified of Layoff and if there is not at
                  least 120 days between the date the Participant is notified of
                  Layoff and the Participant's termination date, the Participant
                  may, within 30 days of being notified of Layoff, in the manner
                  prescribed by the Plan Administrator, revise such payment
                  option and elect one of the payment options specified in
                  (e)(iv) of this Section to apply to such total amount in place
                  of the such payment option.

            (iii) If Disabled. The Participant may at any time during a period
                  from the date of the beginning of the qualifying period for
                  the Company's Long Term Disability Plan or similar plan to no
                  later than 90 days prior to the end of such


                                       19

                  period, or within 30 days of the amendment of this Plan
                  providing for such election, in the manner prescribed by the
                  Plan Administrator, revise such payment option and elect one
                  of the payment options specified in (e)(iv) of this Section to
                  apply to the total of all amounts subject to such payment
                  option; provided, however, that after the payments have begun,
                  such payments may be made in a different manner if, the
                  Participant due to an unanticipated emergency caused by an
                  event beyond the control of the Participant results in
                  financial hardship to the Participant, so request and the CEO
                  gives written consent to the method of payment requested.

            (iv)  Payment Options After Revision. If a Participant revises a
                  Section 5(b)(i) payment option as specified in (e)(i), (e)(ii)
                  or (e)(iii) of this Section, the Participant, subject to the
                  exception in (e)(v) of this Section, may select payments in
                  annual installments of not less than 5 nor more than 10, in
                  semi-annual installments of not less than 10 nor more than 20,
                  or in quarterly installments of not less than 20 nor more than
                  40 with the first installment to commence, as soon as
                  practicable following any date specified by the Participant so
                  long as such date is the first day of a calendar quarter, is
                  on or after the Participant's first day of Retirement or the
                  first day the Participant is no longer an Employee following
                  Layoff, is at least one year from the date the payment option
                  was revised and is not more than two calendar quarters after
                  the Participant's 70th birthday.

            (v)   Payment Option After Revision Exception. If a Participant
                  elected a Section 5(b)(i) payment option for amounts deferred
                  prior to January 1, 1994, the Participant may select payments
                  in one lump sum or annual installments of not less than 5 nor
                  more than 20 in addition to the payment options specified in
                  (e)(iii) of this Section, provided that the commencement date
                  specified by the Participant would be permitted under
                  paragraph (e)(iii) of this Section.


                                       20

      (f)   Installment Amount. The amount of each installment shall be
            determined by dividing the balance in the Participant's Deferred
            Compensation Account as of the date the installment is to be paid,
            by the number of installments remaining to be paid (inclusive of the
            current installment).

      (g)   Death of Participant. Upon the death of a Participant, the
            Participant's beneficiary or beneficiaries designated in accordance
            with Section 6, or in the absence of an effective beneficiary
            designation, the surviving spouse, surviving children (natural or
            adopted) in equal shares, or the Estate of the deceased Participant,
            in that order of priority, shall receive payments in accordance with
            the payment option selected by the Participant, if death occurred
            after such payments had commenced; or if death occurred before
            payments have commenced, the beneficiary may select payments in
            annual installments of not less than 5 nor more than 10, in
            semi-annual installments of not less than 10 nor more than 20, or in
            quarterly installments of not less than 20 nor more than 40 with the
            first installment to commence, as soon as practicable following any
            date specified by the beneficiary so long as such date is the first
            day of a calendar quarter and is at least one year from the date the
            payment option is selected and is not more than two calendar
            quarters after the date the deceased Participant would have been age
            70; provided, however, such payments may be made in a different
            manner if the beneficiary or beneficiaries entitled to receive or
            receiving such payments, due to an unanticipated emergency caused by
            an event beyond the control of the beneficiary or beneficiaries that
            results in financial hardship to the beneficiary or beneficiaries,
            so requests and the CEO gives written consent to the method of
            payment requested.

      (h)   Disability of Participant. In the event a Participant or employee
            becomes disabled, the individual may, in the period from the date of
            the beginning of the qualifying period for the Company's Long Term
            Disability Plan to no later than 90 days prior to


                                       21

            the end of such period, or within 30 days of the amendment of this
            Plan providing for such election, indicate a preference, in a manner
            prescribed by the Plan Administrator, for any of the following:

            1)    to defer part or all of any Incentive Compensation Plan Award
                  the Employee is eligible to receive in the immediately
                  following calendar year,

            2)    to defer part or all of the value of the Stock which would
                  otherwise be delivered to the Employee when the restrictions
                  lapse on any Restricted Stock or Restricted Stock Units or
                  Restricted Stock Units are settled,

            3)    to defer part or all of the value from their account under the
                  Defined Contribution Makeup Plan which would otherwise be paid
                  as a lump sum to the Participant.

            Such indications of preference shall be subject to approval by the
            Committee if the Potential Participant is subject to Section 16 of
            the Exchange Act or by the CEO if the Potential Participant is not
            subject to Section 16 of the Exchange Act. The Committee or CEO, as
            applicable, shall consider such indication or preference as
            submitted and shall decide whether to accept or reject the
            preference expressed.

            Such indications of preference, if accepted, becomes irrevocable on
            the date of such acceptance. A deferral of any amount will be paid
            under the terms of Section 5(b)(I) hereof - ten (10) annual
            installments, but subject to revision as specified under the terms
            of this Plan.

      (i)   Termination of Employment.

            In the event a Participant's employment with the Company,
            ConocoPhillips, any Participating Subsidiary, or any other
            subsidiary of ConocoPhillips terminates for any


                                       22

            reason other than death, Retirement, Disability, or by layoff during
            or after the year in which the Participant reaches age 50, the
            entire balance of the Participant's Deferred Compensation Account
            shall be paid to the Participant in one lump sum as soon as
            practicable after the date the Participant terminates employment,
            except that a Participant who becomes employed by a member of the
            Affiliated Group, ConocoPhillips or any other subsidiary of
            ConocoPhillips immediately after terminating employment with the
            Company or Participating Subsidiary shall not receive their benefit
            under the plan until the Participant terminates employment from the
            Affiliated Group, ConocoPhillips or any other subsidiary of
            ConocoPhillips and provided, however, the Committee, in its sole
            discretion, may elect to make such payments in the amounts and on
            such schedule as it may determine.

      (j)   Rehire of Participant

            In the event a Participant is a Rehired Participant, he/she will be
            eligible to receive notifications as specified in Section 2 and will
            be eligible to submit an Indication of Preference or Election to
            Defer as specified in Section 3, if the Participant agrees to the
            suspension of payments from his/her Deferred Compensation Account
            during the period of reemployment by the Company. Upon termination
            of reemployment, such payments shall resume on the same schedule as
            was in effect at the time the Participant previously Retired or was
            Laid Off.

SECTION 6. Special Provisions for Former ARCO Alaska Employees

      Notwithstanding any provisions to the contrary, in order to comply with
      the terms of the Master Purchase and Sale Agreement ("Sale Agreement") by
      which the Company acquired certain Alaskan assets of Atlantic Richfield
      Company ("ARCO"), a Participant who was eligible to participate in the
      ARCO employee benefit plans immediately prior to becoming an Employee and
      who was not employed by ARCO Marine, Inc. (a "former ARCO Alaska
      employee") may, in a manner prescribed by the Plan Administrator, indicate
      a preference or


                                       23

      make an election to:

      a)    voluntarily reduce salary and receive an Award in the amount of the
            reduction credited to, at the Employee's election, (i) an account
            under this Plan, or (ii) for so long as the ARCO Executive Deferral
            Plan will accept such deferrals of salary, but not beyond December
            31, 2001, an account under the ARCO Executive Deferral Plan.

      b)    defer any Award payable to a former ARCO employee who is
            involuntarily terminated prior to April 18, 2002 in lieu of a target
            ARCO Annual Incentive Plan (AIP) award, and at the Employee's
            election credit the Award to (i) an account under this Plan, or (ii)
            to the ARCO Executive Deferral Plan.

      c)    defer the Final ARCO Supplemental Executive Retirement Plan (SERP)
            benefit that will be calculated as of the earlier of April 17, 2002
            or the date the former ARCO employee voluntarily or involuntarily
            terminates employment from the Company or any Participating
            Subsidiary to the ARCO Executive Deferral Plan.

      d)    defer the value of the restricted stock granted on July 31, 2000 to
            an account under this Plan when the restrictions lapse on July 31,
            2001, July 31, 2002 and July 31, 2002. Such indications of
            preference shall be made in July of the year preceding the calendar
            year when the restrictions are scheduled to lapse or as soon as
            practicable after July 31, 2000 for the restrictions on the shares
            that are to be lapsed on July 31, 2001.

      e)    all indications of preference in Section 6(a), (b) and (c) are
            subject to approval by the Compensation Committee if the Employee is
            subject to Section 16 of the Exchange Act and by the CEO if the
            Employee is not subject to Section 16 of the Exchange Act.

      f)    for a former ARCO Alaska employee who was classified as a grade 7 or
            8 under


                                       24

            ARCO's job classification system and was eligible under ARCO's
            Executive Deferral Plan to voluntarily reduce salary and defer the
            amount of the voluntary salary reduction and who is now classified
            as a grade 31 or below under Phillips' job classification system,
            make an annual election to voluntarily reduce salary and defer the
            amount of the voluntary salary reduction for salary received from
            July 31, 2000 through December 31, 2000 and for the five years from
            2001 through 2005 and receive a salary deferral credit under this
            Plan.

SECTION 7. Designation of Beneficiary

      Each Participant shall designate a beneficiary or beneficiaries to receive
      the entire balance of the Participant's Deferred Compensation Account by
      giving signed written notice of such designation to the Plan
      Administrator. The Participant may from time to time change or cancel any
      previous beneficiary designation in the same manner. The last beneficiary
      designation received by the Plan Administrator shall be controlling over
      any prior designation and over any testamentary or other disposition.
      After acceptance by the Plan Administrator of such written designation, it
      shall take effect as of the date on which it was signed by the
      Participant, whether the Participant is living at the time of such
      receipt, but without prejudice to the Company or the CEO on account of any
      payment made under this Plan before receipt of such designation.

SECTION 8. Nonassignability

      The right of a Participant, or beneficiary, or other person who becomes
      entitled to receive payments under this Plan, shall not be assignable or
      subject to garnishment, attachment or any other legal process by the
      creditors of, or other claimants against, the Participant, beneficiary, or
      other such person.

SECTION 9. Administration.


                                       25

      (a)   The Plan Administrator may adopt such rules, regulations and forms
            as deemed desirable for administration of the Plan and shall have
            the discretionary authority to allocate responsibilities under the
            Plan to such other persons as may be designated, whether or not
            employee members of the Board of Directors.

      (b)   Any claim for benefits hereunder shall be presented in writing to
            the Plan Administrator for consideration, grant or denial. In the
            event that a claim is denied in whole or in part by the Plan
            Administrator, the claimant, within ninety days of receipt of said
            claim by the Plan Administrator, shall receive written notice of
            denial. Such notice shall contain:

            (1)   a statement of the specific reason or reasons for the denial;

            (2)   specific references to the pertinent provisions hereunder on
                  which such denial is based;

            (3)   a description of any additional material or information
                  necessary to perfect the claim and an explanation of why such
                  material or information is necessary; and

            (4)   an explanation of the following claims review procedure set
                  forth in paragraph (c) below.

      (c)   Any claimant who feels that a claim has been improperly denied in
            whole or in part by the Plan Administrator may request a review of
            the denial by making written application to the Trustee. The
            claimant shall have the right to review all pertinent documents
            relating to said claim and to submit issues and comments in writing
            to the Trustee. Any person filing an appeal from the denial of a
            claim must do so in writing within sixty days after receipt of
            written notice of denial. The Trustee shall render a decision
            regarding the claim within sixty days after receipt of a request for
            review, unless special circumstances require an


                                       26

            extension of time for processing, in which case a decision shall be
            rendered within a reasonable time, but not later than 120 days after
            receipt of the request for review. The decision of the Trustee shall
            be in writing and, in the case of the denial of a claim in whole or
            in part, shall set forth the same information as is required in an
            initial notice of denial by the Plan Administrator, other than an
            explanation of this claims review procedure. The Trustee shall have
            absolute discretion in carrying out its responsibilities to make its
            decision of an appeal, including the authority to interpret and
            construe the terms hereunder, and all interpretations, findings of
            fact, and the decision of the Trustee regarding the appeal shall be
            final, conclusive and binding on all parties.

      (d)   Compliance with the procedures described in paragraphs (b) and (c)
            shall be a condition precedent to the filing of any action to obtain
            any benefit or enforce any right which any individual may claim
            hereunder. Notwithstanding anything to the contrary in the Plan,
            these paragraphs (b), (c) and (d) may not be amended without the
            written consent of a seventy-five percent (75%) majority of
            Participants and Beneficiaries and such paragraphs shall survive the
            termination of this Plan until all benefits accrued hereunder have
            been paid.

SECTION 10. Employment not Affected by Plan.

      Participation or nonparticipation in this Plan shall neither adversely
      affect any person's employment status, or confer any special rights on any
      person other than those expressly stated in the Plan. Participation in the
      Plan by an Employee of the Company or of a Participating Subsidiary shall
      not affect the Company's or the Participating Subsidiary's right to
      terminate the Employee's employment or to change the Employee's
      compensation or position.

SECTION 11. Determination of Recipients of Awards.

      The determination of those persons who are entitled to Awards under the
      Incentive


                                       27

      Compensation Plan and any other such plans shall be governed solely by the
      terms and provisions of the applicable plan, and the selection of an
      Employee as a Potential Participant or the acceptance of an indication of
      preference to defer an Award hereunder shall not in any way entitle such
      Potential Participant to an Award.

SECTION 12. Method of Providing Payments.

      (a)   Nonsegregation. Amounts deferred pursuant to this Plan and the
            crediting of amounts to a Participant's Deferred Compensation
            Account shall represent the Company's unfunded and unsecured promise
            to pay compensation in the future. With respect to said amounts, the
            relationship of the Company and a Participant shall be that of
            debtor and general unsecured creditor. While the Company may make
            investments for the purpose of measuring and meeting its obligations
            under this Plan such investments shall remain the sole property of
            the Company subject to claims of its creditors generally, and shall
            not be deemed to form or be included in any part of the Deferred
            Compensation Account.

      (b)   Funding. It is the intention of the Company that this Plan shall be
            unfunded for federal tax purposes and for purposes of Title I of
            ERISA; provided, however, that the Company may establish a grantor
            trust to satisfy part or all of its Plan payment obligations so long
            as the Plan remains unfunded for federal tax purposes and for
            purposes of Title I of ERISA.

SECTION 13. Amendment or Termination of Plan.

      The Company reserves the right to amend this Plan from time to time or to
      terminate the Plan entirely, provided, however, that no amendment may
      affect the balance in a Participant's account on the effective date of the
      amendment. No Participant shall participate in a decision to amend or
      terminate this Plan. In the event of termination of the Plan, the


                                       28

      Chief Executive Officer, in his sole discretion, may elect to pay to the
      Participant in one lump sum as soon as practicable after termination of
      the Plan, the balance then in the Participant's account.


                                       29

SECTION 14. Miscellaneous Provisions.

      (a)   Except as otherwise provided herein, the Plan shall be binding upon
            the Company, its successors and assigns, including but not limited
            to any corporation which may acquire all or substantially all of the
            Company's assets and business or with or into which the Company may
            be consolidated or merged.

      (b)   This Plan shall be construed, regulated, and administered in
            accordance with the laws of the State of Oklahoma except to the
            extent that said laws have been preempted by the laws of the United
            States.


                                       30


                                                                   Exhibit 10.18

                                                      Board of Directors Amended
                                                                February 9, 1998

                      NON-EMPLOYEE DIRECTOR RETIREMENT PLAN
                          OF PHILLIPS PETROLEUM COMPANY

                               ARTICLE I - PURPOSE

The Non-Employee Director Retirement Plan is intended to provide Non-Employee
Directors with income commencing upon their retirement from service on the
Phillips Petroleum Company Board of Directors.

                            ARTICLE II - DEFINITIONS

The following terms, when used in this Plan, have the following meaning unless
the context clearly indicates otherwise:

      1.    "Annual Board Service Retainer" shall mean the sum of the cash
            compensation paid for Board service exclusive of compensation for
            committee membership and of fees for attendance at Board or
            Committee meetings, if any, plus the value of the Company common
            stock granted, if any, to a Non-Employee Director during the twelve
            calendar months immediately preceding the date on which the Non-
            Employee Director retires, such value to be determined as the
            product of the number of shares of such common stock granted
            multiplied by the higher of the Fair Market Value for the last year
            or the average of the

                                     - 1 -

            high three Fair Market Values calculated in accordance with Article
            II, Section 6, for the last ten years preceding the Non-Employee
            Director's retirement.

      2.    "Board" shall mean the Board of Directors of the Company.

      3.    "Chief Executive Officer" shall mean the Chief Executive Officer of
            the Company.

      4.    "Company" shall mean Phillips Petroleum Company.

      5.    "Disability" shall mean that condition in which, by reason of bodily
            injury or disease, a Non-Employee Director is prevented from serving
            in such capacity. All determinations of Disability shall be made by
            a physician selected by the Company.

      6.    "Fair Market Value" shall be calculated as the average of the high
            three monthly fair market values of the Company common stock during
            the twelve calendar months preceding the month in which the
            Non-Employee Director retires. The monthly fair market value of the
            Company common stock is the average of the daily fair market value
            of the stock for each trading day of the month. The daily fair
            market value of the stock shall be deemed equal to the average of
            the high and low selling prices


                                     - 2 -

            of the stock on the New York Stock Exchange, as reported in the Wall
            Street Journal.

      7.    "Non-Employee Director" shall mean a member of the Board of
            Directors who is not a present employee nor former employee of the
            Company or any of its subsidiaries.

      8.    "Normal Retirement Date" shall mean the date of the Annual
            Stockholders Meeting of the Company in the year in which the
            director is no longer eligible for election as a director as defined
            in the Bylaws of the Company, currently the year in which the
            director attains age 71.

      9.    "Plan" shall mean the Non-Employee Director Retirement Plan of
            Phillips Petroleum Company, the terms and provisions of which are
            herein set forth, together with such amendments thereto as may
            hereafter from time to time be adopted.

      10.   "Retires" or "Retirement" shall mean the termination of Board
            service due to a) the Non-Employee Director's not being nominated
            for election to the Board; or b) the Non-Employee Director's not
            being reelected to Board service after being so nominated; or c) the
            Non-Employee Director's resignation from Board service as a result
            of the Director's Disability or any reason, acceptable to a majority
            of the remaining members of the Board of


                                     - 3 -

            Directors.

      11.   "Years of Service" shall mean the number of full and partial
            consecutive calendar years during which the Non-Employee Director
            was a member of the Board; provided, however that only a
            Non-Employee Director whose Normal Retirement Date occurs in 1998,
            shall accrue Years of Service after December 31, 1997, and further
            that no Non-Employee Director shall accrue Years of Service after
            the date of the 1998 Annual Stockholders Meeting of the Company.

                            ARTICLE III - ELIGIBILITY

Only Non-Employee Directors are eligible to participate in the Plan.

                   ARTICLE IV - PAYMENT OF RETIREMENT BENEFITS

Upon Retirement from Board service each Non-Employee Director shall receive
payments under this Plan. Notwithstanding anything to the contrary in this Plan,
no payments shall be made under this Plan for any Non-Employee Director who has
given written consent to the Company to receive an Award of Restricted Stock, as
of March 2, 1998, under the Phillips Petroleum Company Stock Plan for
Non-Employee Directors representing and in lieu of his or her accrued benefits
under this Plan.


                                     - 4 -

      a)    These payments shall be made on a monthly basis beginning on or
            about the first of the month after Retirement. The amount of these
            monthly payments shall be equal to the Annual Board Service Retainer
            divided by 12; provided, however, that the amount of payments to any
            retired Non-Employee Director who has commenced receiving payments
            from this Plan prior to April 10, 1995, shall not be increased or
            paid in a different manner, but shall be paid in the same amount and
            manner as in effect at the time payments commenced. These payments
            shall continue for a number of months equal to Years of Service
            times 12.

      b)    Notwithstanding (a) above, a Retiring Non-Employee Director may, not
            earlier than 150 days nor later than 30 days prior to the date
            retirement benefit payments would begin, express a preference, in
            the manner prescribed by the Chief Executive Officer, to have the
            monthly payment provided hereunder converted to one lump sum payment
            which is calculated as the present value of the monthly payment
            amount using the December 1 of the year prior to Retirement rate of
            the 30-year Treasury Bond as quoted in the Federal Reserve
            Statistical Release Bulletin No. H.15, or the comparable successor
            publication, and the number of Years of Service.

            All or part of such lump sum payment may be either paid


                                     - 5 -

            to the Non-Employee Director or considered for deferral under the
            Deferred Compensation Plan for Non-Employee Directors of Phillips
            Petroleum Company. The Chief Executive Officer shall consider such
            indication of preference for a lump sum and shall respectively
            decide in the Chief Executive Officer's sole discretion whether to
            accept or reject the preference expressed. In the event the Chief
            Executive Officer accepts such Non-Employee Director's preference
            for a lump sum, part or all of the retirement benefit shall be paid
            in a lump sum as soon as practicable after the later of such
            acceptance or on or about the first of the month after Retirement.

                   ARTICLE V - DEATH OF NON-EMPLOYEE DIRECTOR

In the event a Non-Employee Director dies prior to Retirement, no benefits shall
be payable from this Plan. After commencement of Retirement payments, if paid as
a monthly payment determined in accordance with Article IV (a), such monthly
payments will continue until the total number of payments has been made, or the
death of the retired Non-Employee Director, whichever occurs first. If death
occurs first, then the remaining payments shall be made to the surviving spouse,
if any. If there is no surviving spouse, or if the surviving spouse should die,
then there will be no further payment obligation under this Plan.


                                     - 6 -

                           ARTICLE VI - ADMINISTRATION

The Chief Executive Officer is authorized, subject to the provisions of the
Plan, to establish rules and regulations, to make determinations under and such
interpretations of, and to take steps in connection with the Plan as the Chief
Executive Officer deems necessary or advisable, and to appoint agents as the
Chief Executive Officer deems appropriate for the proper administration of the
Plan. Each determination, interpretation, or other action made or taken pursuant
to the provisions of the Plan by the Chief Executive Officer shall be reported
to the Board of Directors and once so reported shall be final and shall be
binding and conclusive for all purposes and upon all persons.

               ARTICLE VII - TERMINATION OR AMENDMENT OF THE PLAN

The Board may at any time terminate the Plan and may from time to time alter or
amend the Plan, or any part thereof, (including any amendment deemed necessary
to ensure that the Company may comply with any regulatory requirement);
provided, however, that no director may act to terminate or amend the Plan if
such action would either increase benefits payable under the Plan to that
director or remove or reduce the risk that such director's benefits under the
Plan might be forfeited. Such termination or amendment will not negatively
impact any rights or benefits accrued to date of such termination or amendment
under this Plan. After the 1998 Annual Stockholders Meeting of the Company and


                                     - 7 -

upon the final payment of all amounts owed to Retired Non-Employee Directors and
their surviving spouses, this Plan shall automatically terminate without further
action of this Board.


                                     - 8 -

                        ARTICLE VIII - NON-ASSIGNABILITY

Retirement payments may not be pledged, anticipated, assigned (either at law or
in equity), alienated or subject to attachment, garnishment, levy, execution or
other legal or equitable process.

                           ARTICLE IX - MISCELLANEOUS

(a)   All amounts payable under this Plan are unfunded and unsecured benefits
      and shall be paid solely from the general assets of the Company and any
      rights accruing to the Non-Employee Director or the surviving spouse under
      the Plan shall be those of a unsecured general creditor; provided,
      however, that the Company may establish a grantor trust to pay part or all
      of its Plan payment obligations so long as the Plan remains unfunded for
      federal tax purposes.

(b)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.

(c)   This Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Delaware except to the extent that said laws
      have been preempted by the laws of


                                     - 9 -


            the United States.

                     ARTICLE X - EFFECTIVE DATE OF THE PLAN

The Plan is amended and restated effective as of January 1, 1998.


                                     - 10 -


                                                                   Exhibit 10.19


                               Amended by the Board of Directors August 26, 2002

                             OMNIBUS SECURITIES PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY
                             (AMENDED AND RESTATED)

SECTION 1. PURPOSE AND ESTABLISHMENT.

The purpose of the Omnibus Securities Plan of Phillips Petroleum Company (the
"Plan") is to benefit the Company's stockholders by encouraging high levels of
performance by individuals whose performance is a key element in achieving the
Company's continued financial and operational success, and to enable the Company
to recruit, reward, retain and motivate employees to work as a team to achieve
the Company's mission of being the top performer in each of our businesses by
rewarding the creation of shareholder value.

The Omnibus Securities Plan of Phillips Petroleum Company shall become effective
January 1, 1993, upon its adoption by the Company's stockholders at the 1993
Annual Meeting.

SECTION 2. DEFINITIONS.

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

(a)   "AWARD" or "AWARDS" means an award granted pursuant to Section 4 hereof.

(b)   "AWARD AGREEMENT" means an agreement described in Section 5 hereof entered
      into between the Company and a Participant, setting forth the terms,
      conditions and any limitations applicable to the Award granted to the
      Participant.

(c)   "BENEFICIARY" means a person or persons designated by a Participant to
      receive, in the event of death, any unpaid portion of an Award held by the
      Participant. Any Participant may, subject to such limitations as may be
      prescribed by the Committee, 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 effectively to designate a beneficiary, then the Award
      will be paid in the following order of priority:

      (i)   Surviving spouse;

      (ii)  Surviving children in equal shares;

      (iii) To the estate of the Participant.

(d)   "BOARD" means the Board of Directors of the Company as it may be comprised
      from time to time.

(e)   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, or any successor statute.

(f)   "COMMITTEE" means the Compensation Committee of the Board or any successor
      committee with substantially the same responsibilities.

(g)   "COMPANY" means ConocoPhillips, a Delaware corporation or any successor
      corporation.

(h)   "DISABILITY" shall mean the inability, in the opinion of the Company's
      group life insurance carrier, of a Participant, because of an injury or
      sickness, to work at a reasonable occupation which is available with the
      Company or at any gainful occupation which the Participant is or may
      become fitted.


                                      -2-


(i)   "EMPLOYEE" means any individual who is a salaried employee of the Company
      or any Participating Subsidiary.

(j)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended and
      in effect from time to time, or any successor statute.

      (k)   "FAIR MARKET VALUE" in reference to the common Stock of the Company
            means

      (i)   the average of the reported highest and lowest sale prices per share
            of such Stock as reported on the composite tape of New York Stock
            Exchange transactions (or such other reporting system as shall be
            selected by the Committee) on the relevant date; or

      (ii)  in the absence of reported sales on that date, the average of the
            reported highest and lowest sales prices per share on the last
            previous day for which there was a reported sale.

      The Committee shall determine the Fair Market Value of any security that
      is not publicly traded, using such criteria as it shall determine, in its
      sole discretion, to be appropriate for such valuation.

(l)   "INSIDER" means any person who is subject to Section 16 of the Exchange
      Act.

(m)   "PARTICIPANT" means an Employee who has been designated by the Committee
      to be eligible for an Award pursuant to this Plan.

(n)   "PARTICIPATING SUBSIDIARY" means a subsidiary of the Company, of which the
      Company beneficially owns, directly or indirectly, more than 50% of the
      aggregate voting power of


                                      -3-


      all outstanding classes and series of stock, and one or more Employees of
      which are Participants, or are eligible for Awards pursuant to this Plan.


                                      -4-


(o)   "RESTRICTED STOCK" means shares of Stock which have certain restrictions
      attached to the ownership thereof, which may be issued under Section 4.3.

(p)   "RETIREMENT" means termination of employment with the Company or a
      Participating Subsidiary which qualifies the Employee for Retirement as
      that term is defined in the Retirement Income Plan of Phillips Petroleum
      Company or of the applicable retirement plan of a Participating
      Subsidiary.

(q)   "RULE 16B-3" means Rule 16b-3 promulgated by the Securities and Exchange
      Commission as now in force or as such regulation or successor regulation
      shall be hereafter amended.

(r)   "SECTION 16" means Section 16 of the Exchange Act or any successor
      regulation and the rules promulgated thereunder as they may be amended
      from time to time.

(s)   "STOCK" means shares of Common Stock of the Company, par value $.01.

(t)   "STOCK APPRECIATION RIGHT" means a right, the value of which is determined
      relative to the appreciation in value of shares of Stock, which may be
      issued under Section 4.2.

(u)   "STOCK OPTION" means a right to purchase shares of Stock granted pursuant
      to Section 4.1 and includes Incentive Stock Options and Non-Qualified
      Stock Options as defined in Section 4.1.

SECTION 3. ELIGIBILITY.

Awards may be granted only to Employees who are designated as Participants from
time to time by the Committee. The Committee shall determine which Employees
shall be Participants, the types


                                      -5-


of Awards to be made to Participants and the terms, conditions and limitations
applicable to the Awards.

SECTION 4. AWARDS

Awards may include, but are not limited to, those described in this Section 4.
The Committee may grant Awards singly, in tandem or in combination with other
Awards, as the Committee may in its sole discretion determine. Subject to the
other provisions of this Plan, Awards may also be granted in combination or in
tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan and any other employee plan of the Company.

4.1 STOCK OPTIONS

A Stock Option is a right to purchase a specified number of shares of Stock at a
specified price during such specified time as the Committee shall determine.

(a)   Options granted may be either of a type that complies with the
      requirements of incentive stock options as defined in Section 422 of the
      Code ("Incentive Stock Options") or of a type that does not comply with
      such requirements ("Non-Qualified Options"), provided, however, that the
      aggregate number of shares which may be subject to Incentive Stock Options
      under this Plan shall not exceed twenty million (20,000,000) shares of
      Stock.

(b)   The exercise price per share of any Stock Option shall be no less than the
      Fair Market Value per share of the Stock subject to the option on the date
      the Stock Option is granted.

(c)   A Stock Option may be exercised, in whole or in part, by giving written
      notice of exercise to the Company specifying the number of shares of Stock
      to be purchased.


                                      -6-


(d)   The exercise price of the Stock subject to the Stock Option may be paid in
      cash or, at the discretion of the Committee, may also be paid by the
      tender of Stock already owned by the Participant, or through a combination
      of cash and Stock, or through such other means the Committee determines
      are consistent with the Plan's purpose and applicable law. No fractional
      shares of Stock will be issued or accepted.

4.2 STOCK APPRECIATION RIGHTS

A Stock Appreciation Right is a right to receive, upon surrender of the right,
but without payment, an amount payable in cash and/or shares of Stock under the
terms and conditions as the Committee shall determine.

(a)   A Stock Appreciation Right may be granted in tandem with part or all of,
      in addition to, or completely independent of a Stock Option or any other
      Award under this Plan. A Stock Appreciation Right issued in tandem with a
      Stock Option may be granted at the time of grant of the related Stock
      Option or at any time thereafter during the term of the Stock Option.

(b)   The amount payable in cash and/or shares of Stock with respect to each
      right shall be equal in value to a percent of the amount by which the Fair
      Market Value per share of Stock on the exercise date exceeds the exercise
      price of the Stock Appreciation Right. The applicable percent shall be
      established by the Committee. The amount payable in shares of Stock, if
      any, is determined with reference to the Fair Market Value on the date of
      exercise.

(c)   Stock Appreciation Rights issued in tandem with Stock Options shall be
      exercisable only to the extent that the Stock Options to which they relate
      are exercisable. Upon exercise of the Stock Appreciation Right, the
      Participant shall surrender to the Company the underlying Stock Option.
      Stock Appreciation Rights issued in tandem with Stock Options shall
      automatically terminate upon the exercise of such Stock Options.


                                      -7-


4.3 RESTRICTED STOCK

Restricted Stock is Stock that is issued to a Participant and is subject to such
terms, conditions and restrictions as the Committee deems appropriate, which may
include, but are not limited to, restrictions upon the sale, assignment,
transfer or other disposition of the Restricted Stock and the requirement of
forfeiture of the Restricted Stock upon termination of employment under certain
specified conditions. The Committee may provide for the lapse of any such term
or condition or waive any term or condition based on such factors or criteria as
the Committee may determine. The Participant shall have, with respect to awards
of Restricted Stock, all of the rights of a shareholder of the Company,
including the right to vote the Restricted Stock and the right to receive any
cash or stock dividends on such Stock. No more than thirty percent (30%) of the
total number of shares of Stock available for Awards under the Plan shall be
issued during the duration of the Plan as Restricted Stock.

4.4 PERFORMANCE AWARDS

Performance Awards may be granted under this Plan from time to time based on the
terms and conditions as the Committee deems appropriate provided that such
Awards shall not be inconsistent with the terms and purposes of this Plan.
Performance Awards are Awards which are contingent upon the performance of all
or a portion of the Company and/or its Subsidiaries or which are contingent upon
the individual performance of a Participant. Performance Awards may be in the
form of performance units, performance shares and such other forms of
performance Awards which the Committee shall determine. The Committee shall
determine the performance measurements and criteria for such performance Awards.

4.5  OTHER AWARDS


                                      -8-


The Committee may from time to time grant Stock, other Stock based and non-Stock
based Awards under the Plan including without limitations those Awards pursuant
to which Shares of Stock are or may in the future be acquired, Awards
denominated in Stock units, securities convertible into Stock, phantom
securities and dividend equivalents. The Committee shall determine the terms and
conditions of such other Stock, Stock based and non-Stock based Awards provided
that such Awards shall not be inconsistent with the terms and purposes of this
Plan.

SECTION 5. AWARD AGREEMENTS.

Each Award under this Plan shall be evidenced by an Award Agreement setting
forth the number of shares of Stock or other security, Stock Appreciation
Rights, or units subject to the Award and such other terms and conditions
applicable to the Award as determined by the Committee.

(a)   Award Agreements shall include the following terms:

      (i)   NON-ASSIGNABILITY:

            A provision that the Awards under the Plan other than Awards
            representing Non-Qualified Stock Options shall not be assigned,
            pledged or otherwise transferred except by will or by the laws of
            descent and distribution, and that during the lifetime of a
            Participant, an Award other than an Award representing Non-Qualified
            Stock Options shall be exercised only by such Participant or by the
            Participant's legal guardian or legal representative.

      (ii)  TERMINATION OF EMPLOYMENT: A provision describing the treatment of
            an Award in the event of the Retirement, Disability, death or other
            termination of a Participant's employment with the Company,
            including but not limited to terms relating to the vesting, time for
            exercise, forfeiture or cancellation of an Award in such
            circumstances.


                                      -9-


      (iii) RIGHTS AS STOCKHOLDER: A provision that a Participant shall have no
            rights as a stockholder with respect to any securities covered by an
            Award until the date the Participant becomes the holder of record.
            Except as provided in Section 8 hereof, no adjustment shall be made
            for dividends or other rights, unless the Award Agreement
            specifically requires such adjustment, in which case, grants of
            dividend equivalents or similar rights shall not be considered to be
            a grant of any other stockholder right.

      (iv)  WITHHOLDING: A provision requiring the withholding of applicable
            taxes required by law from all amounts paid in satisfaction of an
            Award. In the case of an Award paid in cash, the withholding
            obligation shall be satisfied by withholding the applicable amount
            and paying the net amount in cash to the Participant. In the case of
            Awards paid in shares of Stock or other securities of the Company, a
            Participant may satisfy the withholding obligation by paying the
            amount of any taxes in cash or, with the approval of the Committee,
            shares of Stock or other securities may be deducted from the payment
            to satisfy the obligation in full or in part as long as such
            withholding of shares does not violate any applicable laws, rules or
            regulations of Federal, state or local authorities. The number of
            shares to be deducted shall be determined by reference to the Fair
            Market Value of such shares of Stock on the applicable date.

      (v)   HOLDING PERIOD: In the case of an Award to an Insider:

            (A)   of an equity security, a provision stating (or the effect of
                  which is to require) that such security must be held for a
                  least six months (or such longer period as the Committee in
                  its discretion specifies) from the date of acquisition; or


                                      -10-


            (B)   of a derivative security with a fixed exercise price within
                  the meaning of Section 16, a provision stating (or the effect
                  of which is to require) that at least six months (or such
                  longer period as the Committee in its discretion specifies)
                  must elapse from the date of acquisition of the derivative
                  security to the date of disposition of the derivative security
                  (other than upon exercise or conversion) or its underlying
                  equity security; or

            (C)   of a derivative security without a fixed exercise price within
                  the meaning of Section 16, a provision stating (or the effect
                  of which is to require) that at least six months (or such
                  longer period as the Committee in its discretion specifies)
                  must elapse from the date upon which such price is fixed to
                  the date of disposition of the derivative security (other than
                  by exercise or conversion) or its underlying equity security.

(b)   Award Agreements may include the following terms:

      (i)   REPLACEMENT, SUBSTITUTION, AND RELOADING: Any provisions

            (A)   permitting the surrender of outstanding Awards or securities
                  held by the Participant in order to exercise or realize rights
                  under other Awards, or in exchange for the grant of new Awards
                  under similar or different terms (including the grant of
                  reload options), or,

            (B)   requiring holders of Awards to surrender outstanding Awards as
                  a condition precedent to the grant of new Awards under the
                  Plan.


                                      -11-


      (ii)  TRANSFERABILITY OF NON-QUALIFIED STOCK OPTIONS: Such provisions as
            the Committee may, in its discretion, authorize in any particular
            case, with respect to all or any portion of any Non-Qualified Stock
            Options to be granted to Participant, the transfer by such
            Participant of any of such Non-Qualified Stock Options to (a) the
            spouse, children or grandchildren (including in each case
            stepchildren or step grandchildren) of the Participant (all such
            persons collectively "Immediate Family Members":), (b) a trust or
            trusts for the exclusive benefit of persons all of whom are
            Immediate Family Members, or (c) a partnership in which all partners
            are Immediate Family Members, provided that following any such
            permitted transfer, subsequent transfers of transferred
            Non-Qualified Stock Options, except by will or the laws of descent
            and distribution, are prohibited. Following any transfer
            contemplated hereby, the transferred Non-Qualified Stock Options
            shall continue to be subject to all of the terms hereof and
            Administrative Procedure and the Award Agreement pursuant to which
            it was originally granted and the transferee shall be obliged to
            comply in all respects with all of the terms and conditions hereof,
            the Administrative Procedure and the Award Agreement in the same
            manner as if the transferee were a Participant hereunder.

      (iii) OTHER TERMS: Such other terms as are necessary and appropriate to
            effect an Award to the Participant including but not limited to the
            term of the Award, vesting provisions, deferrals, any requirements
            for continued employment with the Company, any other restrictions or
            conditions (including performance requirements) on the Award and the
            method by which restrictions or conditions lapse, effect on the
            Award of a Change of Control as defined in Section 9, the price,
            amount or value of Awards.

SECTION 6. SHARES OF STOCK SUBJECT TO THE PLAN


                                      -12-


(a)   Subject to the adjustment provisions of Section 8 hereof, the number of
      Shares for which Awards may be granted in each calendar year during any
      part of which the Plan is in effect (including, for the purpose of this
      limitation, shares of Stock which have been or may be the subject of
      Awards under the Prior Plans as defined in Section 17 hereof during such
      year) shall not exceed eight-tenths of one percent (.8%) of the total
      issued and outstanding shares of Stock on December 31 of the immediately
      preceding year. In the event that not all of the shares available in one
      year are used for Awards in that year, the number of shares not used for
      Awards that year shall be carried forward and shall be available for
      Awards in succeeding calendar years in addition to the eight-tenths of one
      percent (.8%) of shares that would otherwise be available in such years.

(b)   Any unexercised or undistributed portion of any terminated, expired,
      exchanged, or forfeited Award or Awards settled in cash in lieu of shares
      of Stock shall be available for further Awards in addition to those
      available under Section 6(a) hereof.

(c)   For the purposes of computing the total number of shares of Stock granted
      under the Plan, the following rules shall apply to Awards payable in Stock
      or other securities, where appropriate:

      (i)   except as provided in (v) of this Section, each Stock Option shall
            be deemed to be the equivalent of the maximum number of shares that
            may be issued upon exercise of the particular Stock Option;

      (ii)  except as provided in (v) of this Section, each other Stock-based
            Award payable in some other security shall be deemed to be equal to
            the number of shares to which it relates;


                                      -13-


      (iii) except as provided in (v) of this Section, where the number of
            shares available under the Award is variable on the date it is
            granted, the number of shares shall be deemed to be the maximum
            number of shares that could be received under that particular Award;


      (iv)  where one or more types of Awards (both of which are payable in
            shares of Stock or another security) are granted in tandem with each
            other, such that the exercise of one type of Award with respect to a
            number of shares cancels an equal number of shares of the other,
            each joint Award shall be deemed to be the equivalent of the number
            of shares under the other; and

      (v)   each share awarded or deemed to be awarded under the preceding
            subsections shall be treated as shares of Stock, even if the Award
            is for a security other than Stock.

Additional rules for determining the number of shares of Stock granted under the
Plan may be made by the Committee, as it deems necessary or appropriate.

(d)   The Stock which may be issued pursuant to an Award under the Plan may be
      treasury or authorized but unissued Stock or Stock may be acquired,
      subsequently or in anticipation of the transaction, in the open market to
      satisfy the requirements of the Plan.

SECTION 7. ADMINISTRATION.

(a)   The Plan and all Awards granted pursuant thereto shall be administered by
      the Committee so as to permit the Plan to comply with Rule 16b-3. A
      majority of the members of the Committee shall constitute a quorum. The
      vote of a majority of a quorum shall constitute action by the Committee.


                                      -14-


(b)   The Committee shall periodically determine the Participants in the Plan
      and the nature, amount, pricing, timing, and other terms of Awards to be
      made to such individuals.

(c)   The Committee shall have the power to interpret and administer the Plan.
      All questions of interpretation with respect to the Plan, the number of
      shares of Stock or other security, Stock Appreciation Rights, or units
      granted, and the terms of any Award Agreements shall be determined by the
      Committee and its determination shall be final and conclusive upon all
      parties in interest. In the event of any conflict between an Award
      Agreement and the Plan, the terms of the Plan shall govern.

(d)   It is the intent of the Company that the Plan and Awards hereunder satisfy
      and be interpreted in a manner, that, in the case of Participants who are
      or may be Insiders, satisfies the applicable requirements of Rule 16b-3,
      so that such persons will be entitled to the benefits of Rule 16b-3 or
      other exemptive rules under Section 16 and will not be subjected to
      avoidable liability thereunder. If any provision of the Plan or of any
      Award would otherwise frustrate or conflict with the intent expressed in
      this Section 7(d), that provision to the extent possible shall be
      interpreted and deemed amended so as to avoid such conflict. To the extent
      of any remaining irreconcilable conflict with such intent, the provision
      shall be deemed void as applicable to Insiders.

(e)   The Committee may delegate to the officers or employees of the Company the
      authority to execute and deliver such instruments and documents, to do all
      such acts and things, and to take all such other steps deemed necessary,
      advisable or convenient for the effective administration of the Plan in
      accordance with its terms and purpose, except that the Committee may not
      delegate any discretionary authority with respect to substantive decisions
      or functions regarding the Plan or Awards thereunder as these relate to
      Insiders including but not limited to decisions regarding the timing,
      eligibility, pricing, amount or other material term of such Awards.


                                      -15-

SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Subject to any required action by the Company's shareholders, in the event of a
reorganization, recapitalization, Stock split, Stock dividend, exchange of
Stock, combination of Stock, merger, consolidation or any other change in
corporate structure of the Company affecting the Stock, or in the event of a
sale by the Company of all or a significant part of its assets, or any
distribution to its shareholders other than a normal cash dividend, the
Committee may make appropriate adjustment in the number, kind, price and value
of Stock authorized by this Plan and any adjustments to outstanding Awards as it
determines appropriate so as to prevent dilution or enlargement of rights.

SECTION 9. CHANGE OF CONTROL

(a)   In the event of a Change of Control:

      (i)   Any Stock Options and Stock Appreciation Rights outstanding as of
            the date of the Change of Control that are not then fully
            exercisable and vested, shall become fully exercisable and vested to
            the full extent of the original grant;

      (ii)  All restrictions and other limitations applicable to any Restricted
            Stock shall lapse, and such Restricted Stock shall become free of
            all restrictions and become fully vested and transferable to the
            full extent of the original grant;

      (iii) All Performance Awards and other Awards outstanding as of the date
            of the Change of Control shall be considered to be earned and
            payable in full, and any deferral or other restriction shall lapse
            and except as provided in subsection (c) of this Section 9, such
            Performance Units shall be settled in cash as promptly as is
            practicable; and


                                      -16-

      (iv)  All noncompetition covenants and other similar restrictive covenants
            applicable to any outstanding Awards shall lapse and become null and
            void and of no further effect.

(b)   A "Change of Control" shall mean:

      (i)   The acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14 (d)(2) of the Exchange Act (a
            "Person")) of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 20% or more of either (a) the
            then outstanding shares of common stock of the Company (the
            "Outstanding Company Common Stock") or (b) the combined power of the
            then outstanding voting securities of the Company entitled to vote
            generally in the election of directors (the "Outstanding Company
            Voting Securities"); provided, however, that for purposes of this
            subsection (i), the following acquisitions shall not constitute a
            Change of Control: (A) any acquisition directly from the Company,
            (B) any acquisition by the Company, (C) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            the Company or any corporation controlled by the Company or (D) any
            acquisition pursuant to a transaction which complies with clauses
            (A), (B) and (C) of subsection (iii) of this Section 9(b); or

      (ii)  Individuals who, as of August 26, 2002, constitute the Board (the
            "Incumbent Board") cease for any reason to constitute at least a
            majority of the Board; provided, however, that any individual
            becoming a director subsequent to August 26, 2002, whose election,
            or nomination for election by the Company's shareholders, was
            approved by a vote of at least a majority of the directors then
            comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding, for
            this purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election


                                      -17-

            contest with respect to the election or removal of directors or
            other actual or threatened solicitation of proxies or consents by or
            on behalf of a Person other than the Board; or

      (iii) Approval by the shareholders of the Company of a reorganization,
            merger or consolidation or sale or other disposition of all or
            substantially all of the assets of the Company or the acquisition of
            assets of another entity (a "Corporate Transaction"), in each case,
            unless, following such Corporate Transaction, (A) all or
            substantially all of the individuals and entities who were the
            beneficial owners, respectively, of the Outstanding Company Common
            Stock and Outstanding Company Voting Securities immediately prior to
            such Corporate Transaction beneficially own, directly or indirectly,
            more than 60% of, respectively, the then outstanding shares of
            common stock and the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors, as the case may be, of the corporation resulting from
            such Corporate Transaction (including, without limitation, a
            corporation which as a result of such transaction owns the Company
            or all or substantially all of the Company's assets either directly
            or through one or more subsidiaries) in substantially the same
            proportions as their ownership, immediately prior to such Corporate
            Transaction of the Outstanding Company Common Stock and Outstanding
            Company Voting Securities, as the case may be, (B) no Person
            (excluding any employee benefit plan (or related trust) of the
            Company or such corporation resulting from such Corporate
            Transaction) beneficially own, directly or indirectly, 20% or more
            of, respectively, the then outstanding shares of common stock of the
            corporation resulting from such Corporate Transaction or the
            combined voting power of the then outstanding voting securities of
            such corporation except to the extent that such ownership existed
            prior to the Corporate Transaction and (C) at least a majority of
            the members of the board of directors of the corporation resulting
            from such Corporate Transaction were members of the Incumbent Board
            at the time


                                      -18-

            of the execution of the initial agreement, or of the action of the
            Board, providing for such Corporate Transaction; or

      (iv)  Approval by the shareholders of the Company of a complete
            liquidation or dissolution of the Company.

(c)   Notwithstanding the foregoing, if any right to receive cash granted
      pursuant to this Section 9 would make a Change of Control transaction
      ineligible for pooling-of-interests accounting under APB No. 16 that but
      for the nature of such right would be eligible for such accounting
      treatment, the Committee shall have the ability to substitute for the cash
      payable pursuant to such right Stock or other securities with a fair
      market value equal to the cash that would otherwise be payable hereunder.

SECTION 10. RIGHTS OF EMPLOYEES.

(a)   Status as an eligible Employee shall not be construed as a commitment that
      any Award will be made under the Plan to such eligible Employee or to
      eligible Employees generally.

(b)   Nothing contained in the Plan (or in any other documents related to this
      Plan or to any Award) shall confer upon any Employee or Participant any
      right to continue in the employ or other service of the Company or
      constitute any contract or limit in any way the right of the Company to
      change such person's compensation or other benefits or to terminate the
      employment of such person with or without cause.

SECTION 11. AWARDS IN FOREIGN COUNTRIES.

The Committee shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with provisions of the
laws of foreign countries in which


                                      -19-

the Company or its Participating Subsidiaries may operate to assure the
viability of the benefits of Awards made to Participants employed in such
countries and to meet the purpose of this Plan.

SECTION 12. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

No certificate for Stock distributable pursuant to this Plan shall be issued and
delivered unless the issuance of such certificate complies with all applicable
legal requirements including, without limitation, compliance with the provisions
of applicable state securities laws, the Securities Act of 1933, as amended from
time to time or any successor statute, the Exchange Act and the requirements of
the exchanges on which the Company's Stock may, at the time, be listed.

SECTION 13. AMENDMENT AND TERMINATION.

The Board of Directors may at any time amend, suspend or terminate the Plan. The
Committee may at any time alter or amend any or all Award Agreements under the
Plan, but no such alteration or amendment may adversely affect the rights of the
Participant in question without such Participant's consent. However, no such
action may, without further approval of the stockholders of the Company, be
effective if such approval is required in order that transactions in Company
securities under the Plan be exempt from the operation of Section 16(b) of the
Securities Exchange Act of 1934 and may not amend the plan so as to

      (i)   increase the number of shares of Stock which may be issued under the
            Plan, except as provided for in Section 8;

      (ii)  materially modify the requirements as to eligibility for
            participation,

      (iii) materially increase the benefits accruing to Participants under the
            Plan; or


                                      -20-

      (iv)  extend the duration beyond the date approved by the stockholders.

SECTION 14. UNFUNDED PLAN.

The Plan shall be unfunded. Neither the Company nor the Board of Directors shall
be required to segregate any assets that may at any time be represented by
Awards made pursuant to the Plan. Neither the Company, the Committee, nor the
Board of Directors shall be deemed to be a trustee of any amounts to be paid
under the Plan.

SECTION 15. LIMITS OF LIABILITY.

(a)   Any liability of the Company to any Participant with respect to an Award
      shall be based solely upon contractual obligations created by the Plan and
      the Award Agreement.

(b)   Neither the Company nor any member of the Board of Directors or of the
      Committee, nor any other person participating in any determination of any
      question under the Plan, or in the interpretation, administration or
      application of the Plan, shall have any liability to any party for any
      action taken or not taken, in good faith under the Plan.

SECTION 16. DURATION OF THE PLAN.

This Plan shall become effective on January 1, 1993, upon the adoption by the
Company's stockholders at the 1993 Annual Meeting and the Committee shall have
authority to grant Awards hereunder until December 31, 2002, subject to the
ability of the Board of Directors to terminate the Plan as provided in Section
13.

SECTION 17. TERMINATION OF OTHER PLANS.


                                      -21-

Effective upon the adoption of the Plan by stockholders, no further grants of
options, stock appreciation rights, stock or restricted stock shall be made
under the Company's 1986 Stock Plan and 1990 Stock Plan ("Prior Plans").
Thereafter, all grants and awards made under the Prior Plans prior to that date
shall continue in accordance with the terms of the Prior Plans.


                                      -22-


                                                                   Exhibit 10.20


                                                      BOARD OF DIRECTORS AMENDED
                                                                 AUGUST 26, 2002

                           DEFERRED COMPENSATION PLAN
                                       FOR
                             NON-EMPLOYEE DIRECTORS
                                       OF
                           PHILLIPS PETROLEUM COMPANY

Section 1. Purpose of the Plan

The amount of total compensation which is paid to the Non-Employee Director for
services rendered as a Non-Employee Director is set by resolution of the Board
of Directors and is comprised of a portion paid in cash ("Cash Compensation")
and a portion paid in shares ("Stock Compensation") of Phillips Petroleum
Company common stock $1.25 par value ("Phillips Common Stock"). "Cash
Compensation" shall also include any portion of the compensation that is paid to
a Continuing Director (as defined in Section 13) in cash (including, without
limitation, any cash compensation payable pursuant to any restricted stock unit)
by ConocoPhillips for services as a member of the ConocoPhillips Board (as
defined in Section 13), and "Stock Compensation" shall also include any portion
of the compensation that is paid to a Continuing Director by ConocoPhillips in
ConocoPhillips common stock $.01 par value ("CP Common Stock") for services as a
member of the ConocoPhillips Board. "Common Stock" shall mean Phillips Common
Stock or CP Common Stock, as the context may require.

The purpose of the Deferred Compensation Plan for Non-Employee Directors
("Plan") is to provide a program whereby a member of the Board of Directors of
Phillips Petroleum Company ("Company") who is not an officer, present employee,
nor former employee of the Company or


                                      -1-


any of its subsidiaries ("Non-Employee Director") may indicate a preference to:

1)    defer the payment of part or all of the Cash Compensation payable to the
      Non-Employee Director ("Cash Payment")

2)    receive part or all of the Cash Compensation and part or all of the Stock
      Compensation payable to the Non-Employee Director in shares of
      Unrestricted Stock under the terms of the Phillips Petroleum Company Stock
      Plan for Non-Employee Directors ("Unrestricted Stock Award")

3)    receive part or all of the Cash Compensation and/or part or all of the
      Stock Compensation in shares of Restricted Stock under the terms of the
      Phillips Petroleum Company Stock Plan for Non-Employee Directors
      ("Restricted Stock Award"),

4)    delay the lapsing of restrictions on Restricted Stock or delay the
      settlement of Restricted Stock Units due to the attainment of certain ages
      under the terms of the Phillips Petroleum Company Stock Plan for
      Non-Employee Directors ("Restricted Stock Lapsing"),

5)    defer the value of shares of unrestricted Common Stock which would
      otherwise be delivered to the Non-Employee Director as a result of
      restrictions being lapsed on shares of Restricted Stock or when Restricted
      Stock Units or similar Awards are settled due to the attainment of certain
      ages or at Retirement under the terms of the Phillips Petroleum Company
      Stock Plan for Non-Employee Directors or under the terms of the grant of
      such Awards ("Value of Restricted Stock or Awards"), and

6)    defer the payment of all or a portion of the lump sum payment from the
      Non-Employee Director Retirement Plan ("Retirement Payment").

Section 2. Indications of Preference


                                      -2-


(a)   Cash Payment. For each calendar year, a Non-Employee Director may indicate
      a preference to have payment of part or all of the Non-Employee Director's
      Cash Compensation deferred. On or before December 1 of each year, the
      indication of preference to defer Cash Compensation to be paid in the next
      calendar year may be made by giving written notice thereof to the
      Corporate Secretary, except that such indication of preference may be made
      by the end of the month in which a Non-Employee Director is first elected
      to the Board of Directors. The Chief Executive Officer (CEO) shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to defer Cash Compensation, if accepted, becomes irrevocable
      on the date of such acceptance.

(b)   Unrestricted Stock Award. For each calendar year, a Non-Employee Director
      may indicate a preference to receive Unrestricted Stock for part or all of
      the Cash Compensation and/or part or all of the Stock Compensation that
      would be paid in the next calendar year. On or before December 1 of each
      year, such indication of preference to receive Unrestricted Stock instead
      of cash and/or for the Stock Compensation may be made by giving written
      notice thereof to the Corporate Secretary, except that such indication of
      preference may be made by the end of the month in which a Non-Employee
      Director is first elected to the Board of Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to receive Unrestricted Stock, if accepted, becomes
      irrevocable on the date of such acceptance.


                                      -3-


(c)   Restricted Stock Award. For each calendar year, a Non-Employee Director
      may indicate a preference to receive Restricted Stock for part or all of
      the Cash Compensation and/or part or all of the Stock Compensation. On or
      before December 1 of each year, such indication of preference to receive
      Restricted Stock instead of cash and/or for the Stock Compensation that
      would be paid in the next calendar year may be made by giving written
      notice thereof to the Corporate Secretary, except that such indication of
      preference may be made by the end of the month in which a Non-Employee
      Director is first elected to the Board of Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to receive Restricted Stock, if accepted, becomes
      irrevocable on the date of such acceptance.

(d)   Restricted Stock Lapsing or Restricted Stock Units Settled. Each year
      Non-Employee Directors who are or will become 65 years of age prior to the
      end of that calendar year or who are over 65 years old and have not
      previously been given the opportunity may indicate a preference to delay
      the lapsing of restrictions on Restricted Stock and that would otherwise
      be lapsed, and to defer the receipt of shares of Common Stock that would
      otherwise be delivered in settlement of restricted stock units or similar
      awards, in either case based on their age under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors until the day the
      Director retires from the Board of Directors. The Non-Employee Director
      must make the indication of preference by giving written notice thereof to
      the Corporate Secretary on or before December 1 of that year, except that


                                      -4-


      such indication of preference may be made within 30 days of the amendment
      of this plan providing for such indication of preference or by the end of
      the month in which a Non-Employee Director is first elected to the Board
      of Directors if such Director would receive shares of Common Stock as a
      result of restrictions being lapsed on shares of Restricted Stock or
      pursuant to Awards based on their age under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to delay the lapsing of restrictions on Restricted Stock or
      the settlement of Restricted Stock Units or Awards, if accepted, becomes
      irrevocable on the date of such acceptance. Such approved indication of
      preference shall apply to any Restricted Stock Units granted in exchange
      for shares of Restricted Stock pursuant to the Exchange offer initiated by
      the Company on December 17, 2001.

      (e)   Value of Restricted Stock and Restricted Stock Units.

            (i)   Each year Non-Employee Directors who are or will become 65
                  years of age prior to the end of that calendar year or who are
                  over 65 years old and have not previously been given the
                  opportunity may indicate a preference concerning the deferral
                  of the receipt of the value of all or part of the Common Stock
                  which would otherwise be delivered to the Non-Employee
                  Director as a result of restrictions being lapsed on shares of
                  Restricted Stock or and the settlement of Restricted Stock
                  Units or similar Awards based on their age under the terms of
                  the Phillips Petroleum Company Stock Plan for Non-Employee
                  Directors.

            (ii)  If the Non-Employee Director has previously indicated a
                  preference to delay the


                                      -5-


                  lapsing of restrictions on Restricted Stock or the settlement
                  of Restricted Stock Units or similar Awards until the Director
                  retires from the Board of Directors, or if the Non-Employee
                  Director Retires from the Board prior to being given an
                  opportunity to indicate such preference, such Non-Employee
                  Director may indicate a preference concerning the deferral of
                  the receipt of the value of all or part of the Common Stock
                  which would otherwise be delivered to the Non-Employee
                  Director as a result of restrictions being lapsed on shares of
                  Restricted Stock or the settlement of Restricted Stock Units
                  or Awards until the Director retires from the Board of
                  Directors. (iii) The Non-Employee Director must make the
                  indication of preference specified in Sections 2 (e) (i) and
                  (ii) herein by giving written notice to the Corporate
                  Secretary on or before December 1 of the applicable year,
                  except that such indication of preference may be made within
                  30 days of the amendment of this Plan providing for such
                  indication of preference or by the end of the month in which a
                  Non-Employee Director is first elected to the Board of
                  Directors or as soon as practicable prior to the Director's
                  Retirement from the Board if such Director would receive
                  shares of Common Stock as a result of restrictions being
                  lapsed on shares of Restricted Stock or the settlement of
                  Restricted Stock Units or Awards under the terms of the
                  Phillips Petroleum Company Stock Plan for Non-Employee
                  Directors prior to the next period for indicating such
                  preference. The CEO shall consider such indication of
                  preference and shall decide whether to accept or reject the
                  preference expressed as soon as practicable. Such indication
                  of preference to defer the value of Restricted Stock or
                  Restricted Stock Units or Awards, if accepted, becomes
                  irrevocable on the date of such acceptance.

(f)   Retirement Payment. If a Non-Employee Director prefers to defer under this
      Plan all or


                                      -6-


      part of the lump sum payment from the Non-Employee Director Retirement
      Plan, the Non-Employee Director must indicate such preference to the Chief
      Executive Officer (CEO) of the Company. The Non-Employee Director's
      preference must be received by the Corporate Secretary in the period
      beginning 150 days prior to and ending no less than 30 days prior to the
      date the retirement payment is to be made. Such indication must be in
      writing signed by the Non-Employee Director and must state the portion of
      the lump sum payment the Non-Employee Director desires to be deferred. The
      CEO shall consider such indication of preference as submitted and shall
      decide whether to accept or reject the preference expressed as soon as
      practicable. Such indication of preference to defer the Retirement
      Payment, if accepted, becomes irrevocable on the date of such acceptance.

Section 3. Deferred Compensation Accounts

(a)   Credit for Deferral. The Company will establish and maintain an account
      for each Non-Employee Director who defers Cash Compensation, the Value of
      Restricted Stock or Restricted Stock Units or Awards and/or a Retirement
      Payment in which will be credited the amounts deferred. Amounts deferred
      shall be credited as soon as practicable but not later than 30 days after
      the date the payment would otherwise have been made. The value of the
      underlying Restricted Stock or Restricted Stock Units or Awards shall be
      the higher of (a) the average of the high and low selling prices of the
      Common Stock on the date the restrictions lapse or the shares are to be
      delivered, as applicable, or the last trading day before such date, if
      such date is not a trading day, or (b) the average of the high three
      monthly Fair Market Values of the Common Stock during the twelve calendar
      months preceding the month in which the restrictions lapse or the shares
      are to be delivered, as


                                      -7-


      applicable. The monthly Fair Market Value of the Common Stock is the
      average of the daily Fair Market Value of the Common Stock for each
      trading day of the month. The daily Fair Market Value of the Common Stock
      shall be deemed equal to the average of the reported highest and lowest
      sales prices per share of such Common Stock as reported on the composite
      tape of the New York Stock Exchange transactions.

(b)   Designation of Investments. The amount in each Non-Employee Director's
      Deferred Compensation Account shall be deemed to have been invested and
      reinvested from time to time, in such "eligible securities" as the
      Non-Employee Director shall designate. Prior to or in the absence of a
      Non-Employee Director's designation, the Company shall designate an
      "eligible security" in which the Non-Employee Director's Deferred
      Compensation Account shall be deemed to have been invested until
      designation instructions are received from the Non-Employee Director.
      Eligible securities are those securities designated by the Chief Financial
      Officer of the Company. The Chief Financial Officer of the Company may
      include as eligible securities, stocks listed on a national securities
      exchange, and bonds, notes, debentures, corporate or governmental, either
      listed on a national securities exchange or for which price quotations are
      published in The Wall Street Journal and shares issued by investment
      companies commonly known as "mutual funds". The Non-Employee Director's
      Deferred Compensation Account will be adjusted to reflect the deemed
      gains, losses and earnings as though the amount deferred was actually
      invested and reinvested in the eligible securities for the Non-Employee
      Director's Deferred Compensation Account.


                                      -8-


      Notwithstanding anything to the contrary in this Section 3(b), in the
      event the Company actually purchases or sells such securities in the
      quantities and at the times the securities are deemed to be purchased or
      sold for a Non-Employee Director's Deferred Compensation Account, the
      Account shall be adjusted accordingly to reflect the price actually paid
      or received by the Company for such securities after adjustment for all
      transaction expenses incurred (including without limitation brokerage fees
      and stock transfer taxes).

      In the case of any deemed purchase not actually made by the Company, the
      Deferred Compensation Account shall be charged with a dollar amount equal
      to the quantity and kind of securities deemed to have been purchased
      multiplied by the fair market value of such security on the date of
      reference and shall be credited with the quantity and kind of securities
      so deemed to have been purchased. In the case of any deemed sale not
      actually made by the Company, the account shall be charged with the
      quantity and kind of securities deemed to have been sold, and shall be
      credited with a dollar amount equal to the quantity and kind of securities
      deemed to have been sold multiplied by the fair market value of such
      security on the date of reference. As used herein "fair market value"
      means in the case of a listed security the closing price on the date of
      reference, or if there were no sales on such date, then the closing price
      on the nearest preceding day on which there were such sales, and in the
      case of an unlisted security the mean between the bid and asked prices on
      the date of reference, or if no such prices are available for such date,
      then the mean between the bid and asked prices to the nearest preceding
      day for which such prices are available.


                                      -9-


      The Treasurer may also designate a Fund Manager to provide services which
      may include recordkeeping, Non-Employee Director accounting, Non-Employee
      Director communication, payment of installments to the Non-Employee
      Director, tax reporting and any other services specified by the Company in
      agreement with the Fund Manager.

(c)   Payments. A Non-Employee Director's Deferred Compensation Account shall be
      debited with respect to payments made from the account pursuant to this
      Plan as of the date such payments are made from the account. The payment
      shall be made as soon as practicable, but no later than 30 days, after the
      installment payment date.

      If any person to whom a payment is due hereunder is under legal disability
      as determined in the sole discretion of the Chief Executive Officer, the
      Company shall have the power to cause the payment due such person to be
      made to such person's guardian or other legal representative for the
      person's benefit, and such payment shall constitute a full release and
      discharge of the Company and any fiduciary of the Plan.

(d)   Statements. At least one time per year the Company or the Company's
      designee will furnish each Non-Employee Director a written statement
      setting forth the current balance in the Non-Employee Director's Deferred
      Compensation Account, the amounts credited or debited to such account
      since the last statement and the payment schedule of deferred amounts and
      deemed gains, losses and earnings accrued thereon as provided by the
      deferred payment option selected by the Non-Employee Director.


                                      -10-


Section 4. Deferred Payment Options

(a)   Payment Options for Cash Compensation and the Value of Restricted Stock or
      Restricted Stock Units or Awards. A Non-Employee Director, at the time
      notice of an indication of preference to defer Cash Compensation or the
      Value of Restricted Stock or Restricted Stock Units or Awards is given,
      shall also specify in writing whether the Cash Compensation or the Value
      of Restricted Stock or Restricted Stock Units or Awards deferred by such
      indication and any deemed gains, losses and earnings accrued thereon is to
      be paid in one lump sum or in annual installments of not less than 5 nor
      more than 10. If a lump sum payment is selected, the Non-Employee Director
      will specify the date the lump sum payment is to be made so long as the
      date is the first day of a calendar quarter and is at least one year from
      the date of the election or is specified as the first day of the calendar
      quarter following retirement from the Board of Directors. If annual
      installments of not less than 5 nor more than 10 are selected, the first
      installment will begin as soon as practicable after the first day of the
      calendar quarter which is on or after the Non-Employee Director's
      retirement. After a payment option is selected the first time a
      Non-Employee Director defers Cash Compensation or the value of Restricted
      Stock or Restricted Stock Units or Awards, all subsequent deferrals of
      Cash Compensation and/or the value of Restricted Stock or Restricted Stock
      Units or Awards will have the same payment option.

b)    Payment Options for Retirement Payment.


                                      -11-


      (i)   The payment option for a deferred Retirement Payment for a
            Non-Employee Director who has previously deferred Cash Compensation
            or the Value of Restricted Stock or Restricted Stock Units or Awards
            will be the same as the payment option for the deferred
            Compensation.

      (ii)  The payment option for a deferred Retirement Payment for a
            Non-Employee Director who has not previously deferred Cash
            Compensation or the Value of Restricted Stock or Restricted Stock
            Units or Awards will be 10 annual installments with the first
            installment to begin as soon as practicable after the first day of
            the calendar quarter which is on or after the Non-Employee
            Director's Retirement, except that a different payment schedule may
            be selected by the Non-Employee Director at the time the
            Non-Employee Director submits a preference to defer all or part of
            the lump sum Retirement payment. The payment options in this
            situation are: annual installments of not less than 5 nor more than
            10, semi-annual installments of not less than 10 nor more than 20,
            or quarterly installments of not less than 20 nor more than 40. The
            first installment to commence as soon as practicable after any date
            specified by the Non-Employee Director, so long as such date is the
            first day of a calendar quarter and is at least one year from the
            date the payout option was selected. Subject to Section 5, if the
            CEO, accepts the Non-Employee Director's indication of preference,
            the method of payment of the deferred Retirement Payment shall
            become irrevocable.


                                      -12-


(c)   Payment Option Revision. If a Non-Employee Director specified annual
      installments of not less than 5 nor more than 10 pursuant to Section 4(a)
      herein, the Non-Employee Director may at any time during a period
      beginning 365 days prior to and ending 90 days prior to the date the
      Non-Employee Director terminates Board service due to (a) not being
      nominated for election to the Board; or (b) not being reelected to Board
      service after being so nominated; or (c) resignation from Board service as
      a result of the Director's disability or any reason acceptable to a
      majority of the remaining members of the Board of Directors ("Retires" or
      "Retirement"), or as soon as practicable if there are less than 90 days
      prior to Retirement in the manner prescribed by the Company, revise such
      payment option and select one of the following payment options in place of
      such payment option:

      (i)   annual installments of not less than 5 nor more than 10,

      (ii)  semi-annual installments of not less than 10 nor more than 20, or

      (iii) quarterly installments of not less than 20 nor more than 40,

      with the first installment to commence, as soon as practicable following
      any date specified by the Non-Employee Director so long as such date is
      the first day of a calendar quarter, is on or after the Non-Employee
      Director's Retirement Date, is at least one year from the date the payment
      option was revised and is no later than five (5) years after the
      Non-Employee Director's Retirement Date.

(d)   Installment Amount. The amount of each installment shall be determined by
      dividing the balance in the Non-Employee Director's Deferred Compensation
      Account as of the date the installment is to be paid, by the number of
      installments remaining to be paid (inclusive


                                      -13-


      of the current installment).

Section 5. Death of Non-Employee Director

Upon the death of a Non-Employee Director, the Non-Employee Director's
beneficiary or beneficiaries designated in accordance with Section 6 of this
Plan, or, in the absence of an effective beneficiary designation, the surviving
spouse, the surviving children (natural or adopted) in equal shares, or the
Estate of the deceased Non-Employee Director, in that order of priority, shall
receive the beneficiary's or beneficiaries' portion of the payments in
accordance with the deferred payment schedule selected by the Non-Employee
Director, whether the Non-Employee Director's death occurred before or after
such payments have commenced; provided, however, such payments may be made in a
different manner if the beneficiary or beneficiaries entitled to receive such
payments, due to an unanticipated emergency caused by an event beyond the
control of the beneficiary or beneficiaries that results in financial hardship
to the beneficiary or beneficiaries, so requests and the CEO gives written
consent to the method of payment requested.

Section 6. Designation of Beneficiary

Each Non-Employee Director who defers under this Plan shall designate a
beneficiary or beneficiaries to receive the entire balance of the Non-Employee
Director's Deferred Compensation Account by giving signed written notice of such
designation to the Corporate Secretary. The Non-Employee Director may from time
to time change or cancel any previous


                                      -14-


beneficiary designation in the same manner. The last written beneficiary
designation received by the Corporate Secretary shall be controlling over any
prior designation and over any testamentary or other disposition. After receipt
by the Corporate Secretary of such written designation, it shall take effect as
of the date on which it was signed by the Non-Employee Director, whether the
Non-Employee Director is living at the time of such receipt, but without
prejudice to the Company on account of any payment made under this Plan before
receipt of such designation.

Section 7. Nonassignability

The right of a Non-Employee Director or beneficiary or other person who becomes
entitled to receive payments under this Plan shall not be pledged, assigned or
subject to garnishment, attachment or any other legal process by the creditors
of or other claimants against the Non-Employee Director, beneficiary, or other
such person.

Section 8. Administration, Interpretation and Amendment

The Plan shall be administered by the Chief Executive Officer of the Company.
The decision of the Chief Executive Officer with respect to any questions
arising as to the interpretation of this Plan, including the severability of any
and all of the provisions thereof, shall be final, conclusive and binding. The
Company reserves the right to amend this Plan from time to time or to terminate
the Plan entirely, provided, however, that no amendment may affect the balance
in a Non-Employee Director's account on the effective date of the amendment. In
the event of


                                      -15-


termination of the Plan, the Chief Executive Officer in the Chief Executive
Officer's sole discretion, may elect to pay in one lump sum as soon as
practicable after termination of the Plan, the balance then in the Non-Employee
Director's account.

Section 9. Nonsegregation

Amounts deferred pursuant to this Plan and the crediting of amounts to a
Non-Employee Director's Deferred Compensation Account shall represent the
Company's unfunded and unsecured promise to pay compensation in the future. With
respect to said amounts, the relationship of the Company and a Non-Employee
Director shall be that of debtor and general unsecured creditor. While the
Company may make investments for the purpose of measuring and meeting its
obligations under this Plan such investments shall remain the sole property of
the Company subject to claims of its creditors generally, and shall not be
deemed to form or be included in any part of the Deferred Compensation Account.

Section 10. Funding

All amounts payable under the Plan are unfunded and unsecured benefits and shall
be paid solely from the general assets of the Company and any rights accruing to
the Non-Employee Director or the beneficiary under this Plan shall be those of
an unsecured general creditor; provided, however, that the Company may establish
a grantor trust to pay part or all of its Plan payment obligations so long as
the Plan remains unfunded for federal tax purposes.


                                      -16-


Section 11. Miscellaneous

(a)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.

(b)   This Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Delaware except to the extent that said laws
      have been preempted by the laws of the United States.

Section 12. Effective Date of the Plan

This Plan is amended and restated effective as of December 10, 2001.

Section 13. Continuing Directors and Noncontinuing Directors

Notwithstanding anything contained in this Plan to the contrary:

(a)   Elections made by a Non-Employee Director who is a member of the board of
      directors (the "ConocoPhillips Board") of ConocoPhillips (a "Continuing
      Director") immediately following the closing (the "Closing") of the
      transactions (the "Merger") contemplated by the Agreement and Plan of
      Merger dated as of November 18, 2001 by and among Phillips


                                      -17-


      Petroleum Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette
      Merger Corp., and Conoco Inc. (the "Merger Agreement") shall be effective
      for the following compensation received from ConocoPhillips with respect
      to service as a Continuing Director for the portion of calendar year 2002
      that follows the Closing, without any action on the part of such
      Continuing Director, Phillips Petroleum Company or ConocoPhillips: (i) the
      deferral of the receipt of Cash Compensation, (ii) the receipt of
      Unrestricted Stock in lieu of Cash Compensation or Stock Compensation,
      (iii) the receipt of Restricted Stock in lieu of Cash Compensation or
      Stock Compensation, (iv) the deferral of the lapsing of restrictions on
      Restricted Stock that would otherwise lapse, (v) the deferral of receipt
      of the value of all or part of the Common Stock which would otherwise be
      delivered to the Continuing Director as a result of restrictions being
      lapsed; and (vi) the deferral of receipt of a lump sum payment from the
      Non-employee Director Retirement Plan; and

(b)   ConocoPhillips shall be the co-sponsor of this Plan and shall be the
      obligor hereunder with respect to compensation of Continuing Directors for
      services on the ConocoPhillips Board that is deferred hereunder;

(c)   A Continuing Director shall not be deemed to have "retired" or otherwise
      terminated service as a Non-Employee Director for any purpose of this Plan
      solely as a result of such director's ceasing to be a director of Phillips
      Petroleum Company in connection with the Merger, and no distributions of
      the Continuing Directors' account balances under the Plan shall be made
      solely as a result of the consummation of the transactions contemplated by
      the Merger Agreement. For any Continuing Director, service as a member of
      the ConocoPhillips Board shall be treated as service as a Non-Employee


                                      -18-


      Director, and "retirement" or any other termination of service from the
      ConocoPhillips Board shall be deemed to be a retirement or termination of
      service (as applicable) as a Non-Employee Director for all purposes of
      this Plan.

(d)   Each individual who ceases to be a Non-Employee Director in connection
      with the Merger who is not a Continuing Director shall be deemed to have
      retired as of the Closing Date for purposes of this Plan (including,
      without limitation, for purposes of Section 4).


                                      -19-


                                                                   Exhibit 10.22

                                                      BOARD OF DIRECTORS AMENDED
                                                                 AUGUST 26, 2002

                           PHILLIPS PETROLEUM COMPANY
                      STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                        ARTICLE I - PURPOSES OF THE PLAN

The purposes of this Plan are to enable non-employee members of the Board of
Directors to acquire additional stock ownership and further alignment with
shareholders of the Company, and to attract and retain highly qualified
individuals as directors of this Company without significantly changing the
total amount of non-employee director compensation.

                            ARTICLE II - DEFINITIONS

1. "Award" shall mean a grant of Restricted Stock or Unrestricted Stock pursuant
to this Plan.

2. "Beneficiary" means a person or persons designated by a Non-Employee Director
to receive, in the event of death, any shares of Common Stock held by the
Non-Employee Director under this Plan. Any Non-Employee Director 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 Non-Employee Director fails effectively to designate a
beneficiary, then such shares will be paid in the following order of priority:

      (i)   Surviving Spouse,

      (ii)  Surviving children (natural or adopted) in equal shares,

      (iii) To the Estate of the Non-Employee Director.

3. "Board" means the Board of Directors of the Company.

4. "Cash Compensation" shall mean the portion of the total compensation that is
payable in cash to the Non-Employee Director for services rendered as a
Non-Employee Director.

5. "Change of Control" shall mean:

      (i) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as
amended (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 20% or more of either
(a) the then outstanding shares of Common Stock of the Company (the "Outstanding
Company Common Stock") or (b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition pursuant to a


                                      -2-

transaction which complies with clauses (A), (B) and (C) of Subparagraph (iii)
of this Paragraph 5; or

      (ii) Individuals who, as of August 26, 2002, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
August 26, 2002, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

      (iii) Approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another entity (a
"Corporate Transaction"), in each case, unless, following such Corporate
Transaction, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting


                                      -3-

securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Corporate Transaction; or

      (iv) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.

6. "Chief Executive Officer" shall mean the Chief Executive Officer of the
Company.


                                      -4-

7. "Company" shall mean ConocoPhillips.

8. "Common Stock" shall mean the common stock of the Company having a par value
of $.01 per share.

9. "Disability" shall mean that condition in which, by reason of bodily injury
or disease, a Non-Employee Director is prevented from serving in such capacity.
All determinations of Disability shall be made by a physician selected by the
Chief Executive Officer.

10. "Fair Market Value" in reference to a share of Common Stock of the Company
shall be deemed equal to the average of the reported highest and lowest sales
prices per share of such Common Stock on the applicable date, or the last
trading day before the applicable day if such date is not a trading day, as
reported on the composite tape of the New York Stock Exchange transactions for
the applicable date, as reported in the Wall Street Journal.

11. "Non-Employee Director" shall mean a member of the Board who is not an
employee or former employee of the Company or any of its subsidiaries.

12. "Normal Retirement Date" shall mean the date of the Annual Stockholders
Meeting of the Company in the year in which the director is no longer eligible
for election as a director as determined by the


                                      -5-

Bylaws of the Company, currently the year in which the director attains age 71.

13. "Plan" shall mean the Phillips Petroleum Company Stock Plan for Non-Employee
Directors, including any amendments thereto as may hereafter from time to time
be adopted.

14. "Restricted Stock" shall mean Common Stock awarded under this Plan, which is
subject to certain forfeiture and transferability restrictions as may be
provided in the Plan.

15. "Retires" or "Retirement" shall mean the termination of Board service due to
(a) the Non-Employee Director's not being nominated for election to the Board;
(b) the Non-Employee Director's not being reelected to Board service after being
so nominated; or (c) the Non-Employee Director's resignation from Board service
as a result of the director's Disability.

16. "Stock Compensation" shall mean the portion of the total compensation that
is payable in Common Stock to the Non-Employee Director for services rendered as
a Non-Employee Director.

17. "Unrestricted Stock" shall mean Common Stock either Awarded under this Plan
to a Non-Employee Director as part of the Non-Employee Director's compensation
for Board service or issued to such Director upon the lapsing of restrictions on
Restricted Stock, and which is nonforfeitable and free of transferability
restrictions under the


                                      -6-

Plan.

                            ARTICLE III - ELIGIBILITY

Each Non-Employee Director who is participating in the Non-Employee Director
Retirement Plan of Phillips Petroleum Company ( the "NED Retirement Plan") on
December 31, 1997, and (i) whose Normal Retirement Date is after 1998, and (ii)
who consents in writing on or before February 27, 1998, to receive an Award of
Restricted Stock in this Plan in lieu of a benefit from the NED Retirement Plan,
is eligible to participate and shall be a participant in this Plan. All
Non-Employee Directors who are first elected to serve on the Board after 1997
are eligible and will participate in this Plan. After the date of the 1998
Annual Stockholders Meeting of the Company, all Non-Employee Directors of the
Company are eligible and will participate in this Plan.

                       ARTICLE IV - AWARDS OF COMMON STOCK

1. There shall be an Award of shares of Restricted Stock to each eligible
Non-Employee Director representing the converted present value of the accrued
benefit of each Non-Employee Director who has consented in writing on or before
February 27, 1998, to the conversion of his or her benefits under the NED
Retirement Plan to such an Award under this Plan, such Award to be made
effective in its entirety on the first business day of March 1998, for prior
service and in lieu of a benefit payable from the NED Retirement Plan. Such
Award shall be


                                      -7-

equal to the converted present value of the Non-Employee Director's benefits
under the NED Retirement Plan (the "Conversion Amount"). The Conversion Amount
shall be determined by calculating to a single lump sum the present value of the
monthly payment provided under the NED Retirement Plan using the December 1,
1997 rate of the 30-year Treasury Bond as quoted in the Federal Reserve
Statistical Release Bulletin No. H.15 and the number of Years of Service (as
defined in the NED Retirement Plan) through December 31, 1997, and assuming that
such monthly payments are deemed to begin on January 1, 1998. The number of
shares Awarded pursuant to this Paragraph 1 shall be determined by dividing the
Conversion Amount by (i) the Fair Market Value of the Common Stock as of January
12, 1998, and rounding up to the next higher whole number.

2. On the first business day of March, 1998, there shall be an Award of 400
shares of Restricted Stock to each eligible Non-Employee Director for past
service during the director's then-current term of office.

3. Subject to Paragraph 4 of this Article IV, after December 31, 1998, there
shall be an Award of shares of Unrestricted Stock to each Non-Employee Director
each calendar year equal to the value of the stock portion of the total
compensation to be received for Board service, such Award to be made effective
in its entirety on the first business day in January of each year for past
service during the director's then-current term of office; or in respect of a
Non-Employee Director who served in such term of office only subsequent to


                                      -8-

the first of January of that term of office and prior to the Annual Stockholders
Meeting of the Company for that year, then such Award shall be effective in its
entirety on the fifteenth day of the month following the month of such
director's election, for past services during the first term in which the
Non-Employee Director serves. The number of shares of Unrestricted Stock to be
determined by dividing the value of the applicable Stock Compensation amount by
the Fair Market Value and rounding up to the next higher whole number.

4. After December 31, 1998, for each Non-Employee Director whose preference to
receive Restricted Stock in lieu of part or all of the Non-Employee Director's
Award of Unrestricted Stock has been approved, there shall be an additional
Award of shares of Restricted Stock to each such Non-Employee Director each
calendar year that such preference is approved, such Award to be made effective
in its entirety at the time the Unrestricted Stock would have been issued for
past service, representing the number of shares of Unrestricted Stock which the
Non-Employee Director has indicated a preference to receive as Restricted Stock.
Such indication of preference shall be made in the manner and at the times
provided in the Deferred Compensation Plan for Non-Employee Directors of
Phillips Petroleum Company ("DCPNED"). The Restricted Stock Awarded pursuant to
this Paragraph in lieu of such Unrestricted Stock shall thereafter be subject to
the terms of this Plan and be subject to forfeiture and all restrictions as
Restricted Stock under the terms of this Plan.

5. After December 31, 1998, for each Non-Employee Director whose


                                      -9-

preference to receive Unrestricted Stock and/or Restricted Stock in lieu of part
or all of the Non-Employee Director's Cash Compensation has been approved, there
shall be an additional Award of shares of Unrestricted Stock and/or Restricted
Stock to each such Non-Employee Director each year that such preference is
approved, such Award to be made effective in its entirety at the time the Cash
Compensation would have been paid for past service. The number of shares of
Unrestricted Stock or Restricted Stock to be determined by dividing the
applicable Cash Compensation amount by the Fair Market Value and rounding up to
the next higher whole number. Such indication of preference shall be made in the
manner and at the times provided in the Deferred Compensation Plan for
Non-Employee Directors of Phillips Petroleum Company. The Restricted Stock
Awarded pursuant to this Paragraph shall thereafter be subject to the terms of
this Plan and be subject to forfeiture and all restrictions as Restricted Stock
under the terms of this Plan.

6. Each Non-Employee Director who receives an Award of Restricted Stock on the
first business day of March 1998 pursuant to Paragraphs 1 or 2 of this Article
shall also receive an Award of a dividend equivalent to be determined as though
such shares Awarded to the director on the first business day of March 1998 were
continuously held by the Plan for the director from the first business day of
January 1998 until the first business day of March 1998. All dividends earned on
any Restricted Stock held under this Plan (including dividend equivalent amounts
Awarded pursuant to the preceding sentence) shall be reinvested in additional
shares of Restricted Stock


                                      -10-

on the date such dividends are payable and such additional shares of Restricted
Stock shall be subject to the terms and conditions generally applicable to
Restricted Stock under the Plan. The number of shares of Restricted Stock
acquired through this reinvestment of dividends shall be acquired at the Fair
Market Value of Common Stock on the date such dividends are payable and shall be
purchased through the Company's dividend reinvestment program if practicable;
provided, however if not purchased through the dividend reinvestment program,
the shares purchased with dividends shall be rounded up to the next higher whole
number.

7. The Restricted Stock held for the benefit of each Non-Employee Director shall
be held in escrow for the Non-Employee Director by the Treasurer of the Company.
The Non-Employee Director will have all rights of ownership to such Restricted
Stock including, but not limited to, voting rights and the right to receive
dividends (provided such dividends must be reinvested in Restricted Stock), and
other distributions, except that the Non-Employee Director shall not have the
right to sell, transfer, assign, pledge or otherwise dispose of such shares
until the escrow is terminated. The escrow shall end as to shares of such stock
on the earliest date restrictions on Restricted Stock lapse pursuant to Article
V.

8. Upon termination of the Restricted Stock escrow, the Company shall deliver to
the Non-Employee Director his or her shares of such Common Stock free of any
restrictions. Unless the Non-Employee Director has requested to defer receipt in
the manner and at the times


                                      -11-

provided in the DCPNED, the director will receive such unrestricted shares of
Common Stock as soon as practicable after the termination of the escrow as to
those shares. A Non-Employee Director who has properly and timely elected to
have receipt of part or all of the shares of Restricted Stock for which
restrictions lapse deferred shall receive instead a credit to his or her account
in the DCPNED in an amount and at the time determined pursuant to the terms of
the DCPNED.

            ARTICLE V - TERMS AND CONDITIONS OF RESTRICTED STOCK

1. All Restricted Stock Awarded or held under the Plan shall be subject to the
following terms and conditions:

      A. Shares of Restricted Stock shall be, subject to Subparagraph B of this
      Article V, forfeitable, nontransferable and nonassignable and may not be
      pledged, anticipated, assigned (either at law or in equity), alienated, or
      subject to attachment, garnishment, levy, execution, or other legal or
      equitable process until the restrictions lapse pursuant to Subparagraphs B
      or C hereof.

      B. Each share of Restricted Stock shall become nonforfeitable,
      transferable and all restrictions shall lapse upon the earliest to occur
      of (i) the Non-Employee Director's Retirement, including Retirement due to
      Disability, (ii) the Non-Employee Director's death, (iii) the Non-Employee
      Director's termination from Board service for any reason in connection
      with or within one-year


                                      -12-

      following a Change of Control, (iv) a Change of Control; provided, that, a
      Corporate Transaction under Paragraph 5(iii) of Article II shall be a
      Change of Control for purposes of this clause (iv) only if clause (C) of
      Paragraph 5(iii) of Article II is not satisfied in connection with such
      Corporate Transaction, of (v) the Non-Employee Director's termination of
      Board service for any reason other than those described in clauses (i),
      (ii), and (iii), but only if a majority of the remaining directors of the
      Board consent to the vesting of such shares and the lapsing of such
      restrictions.

      C. Shares of Restricted Stock shall become nonforfeitable, transferable
      and all restrictions shall lapse on the first business day of October of
      each year in the following amounts unless the Non-Employee Director has
      elected, under the terms of the DCPNED, to delay the lapsing of such
      restrictions until the day of the Director's retirement:

            (i) 20% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 66;

            (ii) 25% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 67;

            (iii) 33 1/3 % of all shares of Restricted Stock held under


                                      -13-

            the Plan for the Non-Employee Director in the year in which he or
            she will attain age 68;

            (iv) 50% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 69; and

            (v) 100% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 70.

                            ARTICLE VI - ADJUSTMENTS

Subject to any required action by the Company's shareholders, if the class of
shares of Restricted Stock then subject to the Plan is changed into or exchanged
for a different number or kind of shares or securities, as the result of any one
or more reorganizations, recapitalizations, stock splits, reverse stock splits,
stock dividends or similar events, or in the event of a sale by the Company of
all or a significant part of its assets, or any distribution to its shareholders
other than a normal cash dividend, an adjustment shall be made in the number
and/or type of shares or securities for which Restricted Stock has been or may
thereafter be Awarded under this Plan so as to prevent dilution or enlargement
of rights.

                    ARTICLE VII - ADMINISTRATION OF THE PLAN


                                      -14-

The Plan shall be administered by the Chief Executive Officer who is authorized
to adopt rules and regulations, to make determinations under and such
determinations of, and to take steps in connection with the Plan as the Chief
Executive Officer deems necessary or advisable, and to appoint agents as the
Chief Executive Officer deems appropriate for the proper administration of the
Plan. Each determination, interpretation, or other action made or taken pursuant
to the provisions of the Plan by the Chief Executive Officer shall be reported
to the Board and once so reported shall be final and shall be binding and
conclusive for all purposes and upon all persons.

                          ARTICLE VIII - MISCELLANEOUS

1. The Chief Executive Officer may rely upon information reported to him or her
by officers or employees of the Company with delegated responsibilities and
shall not be liable for any act of commission or omission of others or, except
in circumstances involving his or her own bad faith, for any act taken or
omitted by himself or herself.

2. The Plan and each Award hereunder shall be subject to all applicable laws and
the rules and regulations of governmental authorities promulgated thereunder.

3. Shares of Common Stock received with respect to Restricted Stock received
pursuant to a stock split, dividend reinvestment, stock dividend or other change
in the capitalization of the Company will be held subject to the same
restrictions on transferability that are


                                      -15-

applicable to such shares Awarded hereunder as Restricted Stock.

4. All amounts payable under this Plan are unfunded and unsecured benefits and
shall be paid solely from the general assets of the Company and any rights
accruing to the Non-Employee Director or his or her Beneficiaries under the Plan
shall be those of a general creditor; provided, however, that the Company may
establish a grantor trust to pay part or all of its Plan payment obligations so
long as the Plan remains unfunded for federal tax purposes.

5. Except as otherwise provided herein, the Plan shall be binding upon the
Company, its successors and assigns, including but not limited to any
corporation which may acquire all or substantially all of the Company's assets
and business or with or into which the Company may be consolidated or merged.

6. This Plan shall be construed, regulated, and administered in accordance with
the laws of the State of Delaware except to the extent that said laws have been
preempted by the laws of the United States.

                      ARTICLE X - AMENDMENT OR TERMINATION

The Board of Directors of the Company may amend or terminate the Plan. No
amendment or termination of the Plan shall deprive any Non-Employee Director or
former Non-Employee Director or any Beneficiary of any rights or benefits
accrued to the date of such amendment or termination.


                                      -16-

                                   ARTICLE XI

The Board or an authorized Committee of the board consisting solely of
Non-Employee Directors may from time to time grant stock, other stock-based
Awards under the Plan, including without limitations those awards pursuant to
which shares of stock are or may in the future be acquired, Awards denominated
in stock units, securities convertible into stock, phantom securities and
dividend equivalents. The Board or such Committee shall determine the terms and
conditions of such other stock and stock-based Awards, provided that such Awards
shall not be inconsistent with the terms and purposes of this Plan.

                          ARTICLE XII - EFFECTIVE DATE

The Plan is amended and restated effective as of December 10, 2001.


                                      -17-


                                                                   Exhibit 10.23


                                                   AMENDED BY BOARD OF DIRECTORS
                                                                 AUGUST 26, 2002

                  KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN OF
                           PHILLIPS PETROLEUM COMPANY

                                     PURPOSE

The purpose of the Key Employee Supplemental Retirement Plan of Phillips
Petroleum Company (the "Plan") is to attract and retain key employees by
providing them with supplemental retirement benefits. This Plan is intended to
be and shall be administered as an unfunded excess benefit plan for highly
compensated employees within the meaning of ERISA Sections 3(36) and 4(b)(5)
subject to Section V.

SECTION I. Definitions.

As used in this Plan:

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

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

(c)   "Code" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

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

(e)   "Company" shall mean Phillips Petroleum Company.

(f)   "Employee" shall mean a person who is an active participant in the
      Retirement Plan.

(g)   "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended


                                       1



      from time to time, or any successor statute.

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

(i)   "Incentive Compensation Plan" shall mean the Incentive Compensation Plan
      of the Company, or the Annual Incentive Compensation Plan of Phillips
      Petroleum Company, or similar plan of a Participating Subsidiary, or any
      similar or successor plans, or all, as the context may require.

(j)   "KEDCP" shall mean the Key Employee Deferred Compensation Plan of Phillips
      Petroleum Company.

(k)   "Nonqualified Plans" shall mean the Key Employee Supplemental Retirement
      Plan, Supplemental Executive Retirement Plan, the Key Employee Missed
      Credited Service Retirement Plan and any similar plan or plans of the
      Company or a Participating Subsidiary.

(l)   "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.

(m)   "Plan" shall mean the Key Employee Supplemental Retirement Plan of
      Phillips Petroleum Company, the terms of which are stated in and by this
      document.

(n)   "Plan Administrator" shall mean Executive Vice President, Planning,
      Corporate Relations and Services, or his successor.

(o)   "Restricted Stock" shall mean shares of Stock which have certain
      restrictions attached to the ownership thereof.


                                       2



(p)   "Retirement Plan" shall mean the Retirement Income Plan of Phillips
      Petroleum Company, which plan is qualified under Code Section 401(a).

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

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

(s)   "Total Final Average Earnings" shall mean the average of the high 3
      earnings, excluding Incentive Compensation Plan Awards, paid in
      consecutive years of the last 10 years prior to termination of employment
      plus the average of the high 3 Incentive Compensation Awards for any of
      such last 10 years under the Incentive Compensation Plan, whether paid or
      deferred, and shall include the value of any special awards specified by
      the Compensation Committee to be included for final average earnings
      purposes under the terms of the special awards when granted by the
      Compensation Committee and shall also recognize benefits paid under
      Section 4.2 of the Phillips Petroleum Company Executive Severance Plan in
      the same manner as layoff pay is recognized by the Retirement Plan.

(t)   "Trustee" means 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 II. Plan Benefits.

Supplemental payments will be made in such amounts which, together with the
payments which the Employee or the Employee's surviving spouse, in the case of
the death of an Employee prior to retirement or the death of a former Employee
prior to commencing retirement benefits is


                                       3



eligible to receive under the Retirement Plan, will equal the retirement benefit
that would have been payable under the Retirement Plan except for any or all of
the following reasons:

(a)   An Employee's deferral of all or any portion of one or more awards under
      the Incentive Compensation Plan, pursuant to the provisions of KEDCP,
      which results in a reduction in the total retirement benefits which would
      have been payable under the Retirement Plan,

(b)   The issuance of Restricted Stock in settlement of awards under the
      Incentive Compensation Plan (which for purposes of this Section the
      initial value thereof shall be considered a "deferral"), which results in
      a reduction in the total retirement benefits which would have been payable
      under the Retirement Plan,

(c)   An Employee's voluntary reduction of salary pursuant to the provisions of
      KEDCP which results in a reduction in the total retirement benefits which
      would have been payable under the Retirement Plan,

(d)   The payments which would have been received under the Retirement Plan
      except for limitations relating to Code Section 401(a)(17), or

(e)   The payments which would have been received under the Retirement Plan
      except for limitations relating to Code Section 415, including without
      limitation the interest rate limitations of Code Section 415(b)(2)(E).

(f)   The payments which would have been received under the Retirement Plan if
      benefits under Section 4.2 of the Phillips Petroleum Company Executive
      Severance Plan were recognized under the Retirement Plan as layoff pay for
      purposes of final average earnings and credited service.

In addition to the supplemental payments in Section II (a), (b), (c), (d), (e)
and (f) hereof, an


                                       4



additional supplemental retirement payment will be made to an Employee who
terminates employment on or after February 8, 1993, calculated under the terms
of the Retirement Plan using as final average earnings the difference, if any,
between the Total Final Average Earnings and the Final Average Earnings used in
the Retirement Plan.

SECTION III. Special Survivor Benefit.

Each senior vice president or higher level executive of the Company may, as soon
as practicable, following the announcement of the merger of Conoco and Phillips,
elect to receive a lump sum benefit under the Company's Nonqualified Plans when
they retire after the transaction. If such officer should die before actually
commencing retirement benefits, then his or her surviving spouse will receive a
lump sum benefit calculated on the same basis as if the executive had commenced
his or her retirement benefit from the Retirement Income Plan and applicable
Nonqualified Plans as a lump sum, less the value of the pre-retirement 50% joint
and survivor annuity death benefit payable under the Retirement Income Plan, the
first of the month following the death of the executive. The surviving spouse
who receives such lump sum will not be eligible to receive the pre-retirement
50% joint and survivor annuity death benefit from the Nonqualified Plans.

SECTION IV. Special Provision for former ARCO Alaska Employees.

Notwithstanding any provisions to the contrary, in order to comply with the
terms of the Board approved Master Purchase and Sale Agreement ("Sale
Agreement") by which the Company


                                       5



acquired certain Alaskan assets of Atlantic Richfield Company, Inc. ("ARCO"),
the following supplemental payments will be made:

(a)   The payments which would have been received under Article XXIV - ARCO
      Flight Crew of the Retirement Plan for those who were classified as an
      Aviation Manager, Chief Pilot, Assistant Chief Pilot, Captain or Reserve
      Captain as of July 31, 2000 if they had been eligible for those benefits
      under the Retirement Plan, except that if they receive a limited social
      security makeup benefit from the Retirement Plan it will be offset from
      the benefit payable from the plan.

(b)   A final ARCO Supplemental Executive Retirement Plan (SERP) benefit will be
      calculated at the earlier of the time an Employee who had an ARCO SERP
      benefit terminates employment or, 2 years following the ARCO/BP Amoco
      p.l.c. merger, April 17, 2002 ("calculation date"). The SERP benefit
      attributable to service through July 31, 2000 shall be paid by BP Amoco
      p.l.c. and the difference shall be paid by this plan. The SERP calculation
      will be done as if the Employee had continued to participate in the
      Atlantic Richfield Retirement Plan and SERP up to the calculation date.
      The ARCO Annual Incentive Plan (AIP) amount used will be:

      (i)   if the Employee terminates employment involuntarily prior to April
            17, 2002, the highest of the actual AIP in the last 3 years
            including the AIP target payment amount for years after 1999 or the
            payment received under Phillips Annual Incentive Compensation Plan

      (ii)  if the Employee terminates employment voluntarily prior to April 17,
            2002, or if the calculation is made as of April 17, 2002, then the
            AIP will include the highest 3


                                       6



            year average using the highest of the actual AIP, the AIP target
            payment amount for years after 1999, or the payment received under
            Phillips Annual Incentive Compensation Plan.

      Any benefit paid by this plan under this Section IV (b)(ii) and the SERP
      benefit paid by BP Amoco p.l.c. shall offset the benefit payable from this
      plan at the time the Employee commences benefits under the Retirement
      Plan.

SECTION V. Payment of Benefits.

Subject to the requirement that the manner of payment of supplemental retirement
benefits which an Employee is eligible to receive under this Plan, the Principal
Corporate Officers Supplemental Retirement Plan of Phillips Petroleum Company,
the Phillips Petroleum Company Supplemental Executive Retirement Plan, the
Phillips Petroleum Company Key Employee Death Protection Plan, the Key Employee
Missed Credited Service Retirement Plan and any similar plan or plans of the
Company or a Participating Subsidiary, shall be the same and, subject further to
the condition that an Employee who receives payments under this Plan in the
manner described in Section IV (b) hereof, shall agree to be available to
provide from time to time advice and consultation to the Company after
reasonable notice and for reasonable compensation therefore:

      (a)   An Employee may elect in the manner prescribed by the Plan
            Administrator to have the payments provided for hereunder made on a
            straight life annuity basis, or to have such life annuity payments
            converted in the manner provided by the Retirement Plan


                                       7



            to any one of the other forms of payments which the Employee would
            be entitled to select (except the lump-sum settlement option) if
            such payments were to be paid to the Employee under the Retirement
            Plan.

      (b)   Notwithstanding (a) above, an Employee who is commencing retirement
            benefits and is eligible for a lump sum distribution from the
            Retirement Income Plan may, not earlier than 90 days nor later than
            30 days prior to commencing retirement benefits, express a
            preference, in the manner prescribed by the Plan Administrator, to
            have the payment of the amounts provided for hereunder converted in
            the manner provided by the Retirement Plan from a life annuity basis
            to one lump-sum payment of which all or part of the lump sum payment
            is either paid to the Employee or considered an award pursuant to
            the provisions of KEDCP. The Chief Executive Officer, with respect
            to Employees who are not subject to Section 16 of the Exchange Act,
            and the Committee, with respect to Employees who are subject to
            Section 16 of the Exchange Act, shall consider such indication of
            preference and shall respectively decide in the Chief Executive
            Officer's or the Committee's sole discretion whether to accept or
            reject the preference expressed. In the event the Chief Executive
            Officer or the Committee, as applicable, accepts such Employee's
            preference, part or all of the Plan benefits shall be paid in a lump
            sum as soon as practicable after the later of such acceptance or the
            Employee's retirement benefit commencement date or credited as of
            the Employee's retirement benefit commencement date to the
            Employee's KEDCP account as applicable.

SECTION VI. Method of Providing Benefits.


                                       8



All amounts payable under this Plan shall be paid solely from the general assets
of the Company and any rights accruing to an eligible Employee or Retiree under
the Plan shall be those of a general creditor; provided, however, that the
Company may establish a grantor trust to satisfy part or all of its Plan payment
obligations so long as the Plan remains an unfunded excess benefit plan for
purposes of Title I of ERISA.

SECTION VII. Nonassignability.

The right of an Employee, or beneficiary, or other person who becomes entitled
to receive payments under this Plan, shall not be assignable or subject to
garnishment, attachment or any other legal process by the creditors of, or other
claimants against, the Employee, beneficiary, or other such person.

SECTION VIII. Administration.

(a)   The Plan shall be administered by the Plan Administrator. The Plan
      Administrator may adopt such rules, regulations and forms as deemed
      desirable for administration of the Plan and shall have the discretionary
      authority to allocate responsibilities under the Plan to such other
      persons as may be designated, whether or not employee members of the
      Board.

(b)   Any claim for benefits hereunder shall be presented in writing to the Plan
      Administrator for consideration, grant or denial. In the event that a
      claim is denied in whole or in part by


                                       9



      the Plan Administrator, the claimant, within ninety days of receipt of
      said claim by the Plan Administrator, shall receive written notice of
      denial. Such notice shall contain:

      (1)   a statement of the specific reason or reasons for the denial;

      (2)   specific references to the pertinent provisions hereunder on which
            such denial is based;

      (3)   a description of any additional material or information necessary to
            perfect the claim and an explanation of why such material or
            information is necessary; and

      (4)   an explanation of the following claims review procedure set forth in
            paragraph (c) below.

(c)   Any claimant who feels that a claim has been improperly denied in whole or
      in part by the Plan Administrator may request a review of the denial by
      making written application to the Trustee. The claimant shall have the
      right to review all pertinent documents relating to said claim and to
      submit issues and comments in writing to the Trustee. Any person filing an
      appeal from the denial of a claim must do so in writing within sixty days
      after receipt of written notice of denial. The Trustee shall render a
      decision regarding the claim within sixty days after receipt of a request
      for review, unless special circumstances require an extension of time for
      processing, in which case a decision shall be rendered within a reasonable
      time, but not later than 120 days after receipt of the request for review.
      The


                                       10



      decision of the Trustee shall be in writing and, in the case of the denial
      of a claim in whole or in part, shall set forth the same information as is
      required in an initial notice of denial by the Plan Administrator, other
      than an explanation of this claims review procedure. The Trustee shall
      have absolute discretion in carrying out its responsibilities to make its
      decision of an appeal, including the authority to interpret and construe
      the terms hereunder, and all interpretations, findings of fact, and the
      decision of the Trustee regarding the appeal shall be final, conclusive
      and binding on all parties.

(d)   Compliance with the procedures described in paragraphs (b) and (c) shall
      be a condition precedent to the filing of any action to obtain any benefit
      or enforce any right which any individual may claim hereunder.
      Notwithstanding anything to the contrary in this Plan, these paragraphs
      (b), (c) and (d) may not be amended without the written consent of a
      seventy-five percent (75%) majority of Participants and Beneficiaries and
      such paragraphs shall survive the termination of this Plan until all
      benefits accrued hereunder have been paid.

SECTION IX. Employment not Affected by Plan.

Participation or nonparticipation in this Plan shall neither adversely affect
any person's employment status, or confer any special rights on any person other
than those expressly stated in the Plan. Participation in the Plan by an
Employee of the Company or of a Participating Subsidiary shall not affect the
Company's or the Participating Subsidiary's right to terminate the Employee's
employment or to change the Employee's compensation or position.


                                       11



SECTION X. Miscellaneous Provisions.

(a)   The Board reserves the right to amend or terminate this Plan at any time,
      if, in the sole judgment of the Board, such amendment or termination is
      deemed desirable; provided that no member of the Board who is also an
      Employee or Retiree shall participate in any action which has the actual
      or potential effect of increasing his or her benefits hereunder, and
      further provided, the Company shall remain liable for any benefits accrued
      under this Plan prior to the date of amendment or termination.

(b)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.

(c)   No amount accrued or payable hereunder shall be deemed to be a portion of
      an Employee's compensation or earnings for the purpose of any other
      employee benefit plan adopted or maintained by the Company, nor shall this
      Plan be deemed to amend or modify the provisions of the Retirement Plan.

(d)   The Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Oklahoma except to the extent that said laws
      have been preempted by the laws of the United States.


                                       12


                                                                   Exhibit 10.24

                                                   Amended by Corporate Approval
                                                               December 19, 2002

                        DEFINED CONTRIBUTION MAKEUP 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" means 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).


                                      -1-



(d)   "BENEFICIARY" means 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;

      (ii)  Surviving children in equal shares;

      (iii) To the estate of the Participant.

(e)   "BENEFIT" shall mean an obligation of the Company to pay amounts from this
      Plan.

(f)   "BOARD" means the Board of Directors of the Company, as it may be
      comprised from time to time.

(g)   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, or any successor statute.

(h)   "CPSP" means the ConocoPhillips Savings Plan.

(i)   "COMMITTEE" means the Compensation Committee of the Board of Directors of
      ConocoPhillips or any successor committee with substantially the same
      responsibilities.

(j)   "COMPANY" means ConocoPhillips Company, a Delaware corporation, or any
      successor corporation.


                                      -2-



(k)   "DISABILITY" means 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 the a member of the
      Affiliated Group.

(l)   "EMPLOYEE" means any individual who is a salaried employee of the Company
      or any Participating Subsidiary.

(m)   "EXCHANGE ACT" means 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; provided, however, that Employees of
      ConocoPhillips Services Inc. or Employees of any member of the Affiliated
      Group that prior to August 30, 2002, was also a member of the controlled
      group of companies of which Conoco Inc. was then a member shall only be a
      Highly Compensated Employee for purposes of the Supplemental Stock Savings
      Feature of this Plan.

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


                                      -3-



(p)   "LAYOFF" or "LAID OFF" means layoff under the Phillips Layoff Plan, the
      Work Force Stabilization Plan of Phillips Petroleum Company, the Phillips
      Petroleum Company Executive Severance Plan, The Conoco Inc. 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)   "PARTICIPANT" means 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.

(r)   "PARTICIPATING SUBSIDIARY" means 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.

(s)   "PAY" means, "Pay" as defined in the CPSP except, without regard to Pay
      Limitations or voluntary Salary Reduction under provisions of the KEDCP.

(t)   "PAY LIMITATIONS" means the compensation limitations applicable to the
      CPSP that are set forth in Code Section 401(a)(17), as adjusted.


                                      -4-



(u)   "PLAN ADMINISTRATOR" means the Manager, Compensation and Benefits, of
      ConocoPhillips or his successor.

(v)   "RETIREMENT" means 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 or of the
      applicable retirement plan of a member of the Affiliated Group.

(w)   "STOCK" means shares of common stock, $0.01 par value, issued by
      ConocoPhillips, and prior to August 30, 2002, shares of common stock,
      $1.25 par value, of Phillips Petroleum Company.

(x)   "STOCK SAVINGS FEATURE" shall mean the Stock Savings Feature of the CPSP.

(y)   "SUPPLEMENTAL THRIFT CONTRIBUTIONS" means, (i) prior to the month in which
      the Participant's Pay first exceeds the Pay Limitations in a year, the
      same percentage of a Participant's Pay that the Participant is depositing
      as a Basic Deposit to the Thrift Feature for that month multiplied by the
      amount of the Participant's voluntary salary reduction under the KEDCP for
      that month, and (ii) provided the Participant is making deposits to the
      Thrift Feature for the month in which the Participant's Pay exceeds the
      Pay Limitations and each month thereafter until the end of the year, the
      same percentage of the Participant's Pay that the Participant was
      depositing as a Basic Deposit to

                                      -5-



      the Thrift Feature for the month in which he or she reached the Pay
      Limitations for the year, multiplied by the sum of the amount of the
      Participant's voluntary salary reduction under the KEDCP for that month
      plus the amount of the Participant's Pay for that month that is in excess
      of the Pay Limitations for that year.

(z)   "SUPPLEMENTAL STOCK SAVINGS FEATURE ACCOUNT" means 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.

(aa)  "SUPPLEMENTAL STOCK SAVINGS CONTRIBUTIONS" means (i) prior to the month in
      which the Participant's Pay first exceeds the Pay Limitations in a year,
      for each month that the Participant makes deposits to the Stock Savings
      Feature, 1% of the amount of the Participant's voluntary salary reduction
      under the KEDCP for that month, and (ii) provided the Participant is
      making deposits to the Stock Savings Feature in the month in which the
      Participant's Pay exceeds the Pay Limitations, for that month and for each
      month thereafter until the end of the year, 1% of the sum of the amount of
      the Participant's voluntary salary reduction under the KEDCP for that
      month plus the amount of the Participant's Pay for that month that is in
      excess of the Pay Limitations for that year.


                                      -6-



(bb)  "SUPPLEMENTAL THRIFT FEATURE ACCOUNT" means the Plan Benefit account of a
      Participant which reflects the portion of his or her Benefit which is
      intended to replace certain Thrift 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.

(cc)  "THRIFT FEATURE" shall mean the Thrift Feature of the CPSP.

(dd)  "TRUSTEE" shall mean the trustee of the grantor trust established by the
      Trust Agreement between the Company (known then as Phillips Petroleum
      Company) and Wachovia Bank, N.A. dated as of June 1, 1998, or any
      successor trustee.

(ee)  "VALUATION DATE" means "Valuation Date" as defined in the CPSP.

SECTION 2. PURPOSE.

The purpose of this Plan is to provide supplemental benefits for those Highly
Compensated Employees whose benefits under the CPSP are affected by Pay
Limitations or by a voluntary reduction in salary under provisions of KEDCP.
This Plan is intended to be and shall be administered as an unfunded benefit
plan for Highly Compensated Employees.

SECTION 3. ELIGIBILITY.

Benefits may only be granted to Highly Compensated Employees.


                                      -7-



SECTION 4. SUPPLEMENTAL THRIFT FEATURE ACCOUNT BENEFITS.

For each month in which Company Contributions to a Participant's account in the
Thrift Feature are, or would be, limited by the Pay Limitations and/or by a
voluntary salary reduction to the KEDCP, a Benefit amount shall be credited to
his or her Supplemental Thrift Feature Account no later than the end of the
month following the Valuation Date that Company contributions are made to the
Participant's Thrift Feature Account, or would be made to such account but for
Pay Limitations. The Participant will be credited with an amount equal to the
amount of his or her Supplemental Thrift Contributions each month to the same
investment funds and in the same proportions as the Participant has directed his
or her latest available investment allocation for Deposits to the Thrift
Feature.

SECTION 4.1 SUPPLEMENTAL THRIFT FEATURE ACCOUNT EARNINGS

The Supplemental Thrift Feature Account shall be eligible to be invested in the
same investment funds as are made available to Participants in the Thrift
Feature from time to time. While such investments shall consist solely of book
entries and shall not actually be invested in such funds, the book entry share
value of such deemed investment funds in this Plan shall be determined to be the
same share value as the actual value of shares in the investment funds of the
CPSP. The amounts deemed invested in this Plan shall be valued at the same time
and in the same manner as though they were actually invested in the CPSP. Also,
deemed investments in the Participant's Supplemental Thrift Feature Account may
be exchanged into other available investment funds in


                                      -8-



the same manner, at the same times, and subject to the same limitations as
though the deemed amounts were actually invested in the CPSP. However, to the
extent that earnings in the form of dividends on Company Stock in the CPSP are
eligible to be passed through to the Participant, such dividends will be deemed
to have been reinvested in the Company Stock Fund of this Plan, without regard
to whether the Participant has made a pass through election under the CPSP.


                                      -9-



SECTION 5. SUPPLEMENTAL STOCK SAVINGS FEATURE ACCOUNT BENEFITS.

For each month in which a Semiannual Allocation or Supplemental Allocation (as
defined in the CPSP) to a Participant's account in the Stock Savings Feature is,
or would be, limited by the Pay Limitations and/or by a voluntary salary
reduction under the KEDCP, a Benefit amount shall be credited to his or her
Supplemental Stock Savings Feature Account. The amount to be credited shall be
calculated in shares in the Leveraged Stock Fund of this Plan as though the
Participant had made Supplemental Stock Savings Contributions and shall be equal
to (i) the Participant's Supplemental Stock Savings Contributions during the
applicable Allocation Period (as defined in the CPSP) multiplied by the
applicable Allocation Ratio, divided by (ii) the share value for the Leveraged
Stock Fund of the CPSP on the applicable Allocation Date. This amount shall be
credited no later than the end of the month following the Valuation Date that
the Semiannual Allocation or Supplemental Allocation to the Leveraged Stock Fund
would have been made had the Participant received a Semiannual Allocation or
Supplemental Allocation under the Stock Savings Feature. A share in the
Leveraged Stock Fund of the Supplemental Stock Savings Feature Account shall
have a value equivalent to a share in the Leveraged Stock Fund of the CPSP.

SECTION 5.1 SUPPLEMENTAL STOCK SAVINGS ACCOUNT FEATURE EARNINGS

After being initially invested in the Leveraged Stock Fund account, the amounts
in the Participant's Supplemental Stock Savings Feature Account shall thereafter
be eligible to be invested in the same investment funds as are made available to


                                      -10-



Participants in the CPSP from time to time. While such investments shall consist
solely of book entries and shall not actually be invested in such funds, the
book entry share value of such deemed investment funds in this Plan shall be
determined to be the same share value as the actual value of shares in the
investment funds of the CPSP. The amounts deemed invested in this Plan shall be
valued at the same time and in the same manner as though they were actually
invested in the CPSP. Also, deemed investments in the Participant's Supplemental
Stock Savings Feature Account may be exchanged into other available investment
funds in the same manner, at the same times, and subject to the same limitations
as though the deemed amounts were actually invested in the CPSP. However, to the
extent that earnings in the form of dividends on Company Stock in the CPSP are
eligible to be passed through to the Participant, such dividends will be deemed
to have been reinvested in the Company Stock Fund of this Plan, without regard
to whether the Participant has made a pass through election under the CPSP.

SECTION 6. PAYMENT.

If a Participant terminates employment with the Affiliated Group for any reason
except death, Disability, Layoff during or after the year in which the
Participant reaches age 50, or Retirement, Benefits which the Participant is
eligible to receive under this Plan shall be paid in one lump sum cash payment
as soon as practicable following his or her termination. If a Participant dies
prior to Retirement, Benefits which the Participant is eligible to receive under
this Plan shall be paid in one lump sum cash payment to the Participant's
Beneficiary as soon as practicable after his or her death. If a Participant
Retires, is


                                      -11-



Laid off during or after the year in which the Participant reaches age 50, or
becomes Disabled, Benefits which the Participant is eligible to receive under
this Plan shall be paid in one lump sum cash payment as soon as practicable
following the Participant's Retirement, Layoff, determination of Disability or
termination of employment; provided that such a Participant may indicate a
preference to defer part or all of such lump sum cash payment under the terms of
the KEDCP.

All lump sum cash payments shall be made only as of a Valuation Date and shall
be net of withholding for applicable taxes required by law.

The Chief Executive Officer of ConocoPhillips, with respect to Participants who
are not subject to Section 16 of the Exchange Act, and the Committee, with
respect to Participants who are subject to Section 16 of the Exchange Act, shall
consider such indication of preference and shall respectively decide in the
Chief Executive Officer's or the Committee's sole discretion whether to accept
or reject the preference expressed. In the event the Chief Executive Officer or
the Committee, as applicable, accepts such Participant's preference, the
Participant's Benefit from this Plan shall be credited as an Award under the
KEDCP as soon as practicable after the Participant's Retirement, Layoff or the
date the Participant is determined to be Disabled.

SECTION 7. ADMINISTRATION.


                                      -12-



(a)   The Plan shall be administered by the Plan Administrator. The Plan
      Administrator may delegate to employees of the Company or any Affiliated
      Company the authority to execute and deliver such instruments and
      documents, to do all such acts and things, and to take all such other
      steps deemed necessary, advisable or convenient for the effective
      administration of the Plan in accordance with its terms and purpose,
      except that the Plan Administrator may not delegate any discretionary
      authority with respect to substantive decisions or functions regarding the
      Plan or Benefits thereunder.

(b)   Any claim for benefits hereunder shall be presented in writing to the Plan
      Administrator for consideration, grant or denial. In the event that a
      claim is denied in whole or in part by the Plan Administrator, the
      claimant, within ninety days of receipt of said claim by the Plan
      Administrator, shall receive written notice of denial. Such notice shall
      contain:

      (1)   a statement of the specific reason or reasons for the denial;

      (2)   specific references to the pertinent provisions hereunder on which
            such denial is based;

      (3)   a description of any additional material or information necessary to
            perfect the claim and an explanation of why such material or
            information is necessary; and


                                      -13-



      (4)   an explanation of the following claims review procedure set forth in
            paragraph (c) below.

(c)   Any claimant who feels that a claim has been improperly denied in whole or
      in part by the Plan Administrator may request a review of the denial by
      making written application to the Trustee. The claimant shall have the
      right to review all pertinent documents relating to the claim and to
      submit issues and comments in writing to the Trustee. Any person filing an
      appeal from the denial of a claim must do so in writing within sixty days
      after receipt of written notice of denial. The Trustee shall render a
      decision regarding the claim within sixty days after receipt of a request
      for review, unless special circumstances require an extension of time for
      processing, in which case a decision shall be rendered within a reasonable
      time, but not later than 120 days after receipt of the request for review.
      The decision of the Trustee shall be in writing and, in the case of the
      denial of a claim in whole or in part, shall set forth the same
      information as is required in an initial notice of denial by the Plan
      Administrator, other than an explanation of this claims review procedure.
      The Trustee shall have absolute discretion in carrying out its
      responsibilities to make its decision of an appeal, including the
      authority to interpret and construe the terms hereunder, and all
      interpretations, findings of fact, and the decision of the Trustee
      regarding the appeal shall be final, conclusive and binding on all
      parties.


                                      -14-



      (d)   Compliance with the procedures described in paragraphs (b) and (c)
            shall be a condition precedent to the filing of any action to obtain
            any benefit or enforce any right that any individual may claim
            hereunder. Notwithstanding anything to the contrary in this Plan,
            these paragraphs (b), (c) and (d) may not be amended without the
            written consent of a seventy-five percent (75%) majority of
            Participants and Beneficiaries and such paragraphs shall survive the
            termination of this Plan until all benefits accrued hereunder have
            been paid.

SECTION 8. RIGHTS OF EMPLOYEES AND PARTICIPANTS.

Nothing contained in the Plan (or in any other documents related to this Plan or
to any Benefit) shall confer upon any Employee or Participant any right to
continue in the employ or other service of the Company or any member of the
Affiliated Group or constitute any contract or limit in any way the right of the
Company or any member of the Affiliated Group to change such person's
compensation or other benefits or to terminate the employment of such person
with or without cause.

SECTION 9. AWARDS IN FOREIGN COUNTRIES.

The Board or its delegate shall have the authority to adopt such modifications,
procedures and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Company or
Participating Subsidiaries may


                                      -15-



operate to assure the viability of the Benefits of Participants employed in such
countries and to meet the purpose of this Plan.


                                      -16-



SECTION 10. AMENDMENT AND TERMINATION.

The Board reserves the right to amend or terminate this Plan at any time, and to
delegate such authority as the Board deems necessary or desirable; provided that
no member of the Board who is also a Participant shall participate in any action
which has the actual or potential effect of increasing his or her Benefits
hereunder; and further provided, the Company shall remain liable for any
Benefits accrued under this Plan prior to the date of amendment or termination.

SECTION 11. UNFUNDED PLAN.

All amounts payable under this Plan shall be paid solely from the general assets
of the Company and any rights accruing to a Participant under the Plan shall be
those of a general creditor; provided, however, that the Company or
ConocoPhillips may establish a grantor trust to satisfy part or all of the
Company's Plan payment obligations so long as the Plan remains unfunded for
purposes of Title I of ERISA.

SECTION 12. MISCELLANEOUS PROVISIONS.

(a)   No right or interest of a Participant under this Plan shall be assignable
      or transferable, in whole or in part, directly or indirectly, by operation
      of law or otherwise (excluding devolution upon death or mental
      incompetency), without the prior consent of the Board.

(b)   This Plan shall be restated and amended effective as of January 1, 2003.


                                      -17-



(c)   No amount accrued or payable hereunder shall be deemed to be a portion of
      an Employee's compensation or earnings for the purpose of any other
      employee benefit plan adopted or maintained by the Company, nor shall this
      Plan be deemed to amend or modify the provisions of the CPSP.

(d)   This Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Texas except to the extent that said laws
      have been preempted by the laws of the United States.

(e)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.


                                      -18-


                                                                   Exhibit 10.26


                                                     BOARD OF DIRECTORS APPROVED
                                                                 AUGUST 26, 2002

                          2002 OMNIBUS SECURITIES PLAN
                                       OF
                           PHILLIPS PETROLEUM COMPANY
                                   (2002-2006)

SECTION 1. PURPOSE AND ESTABLISHMENT

The purpose of the Omnibus Securities Plan of Phillips Petroleum Company (the
"Plan") is to benefit the Company's stockholders by encouraging high levels of
performance by individuals whose performance is a key element in achieving the
Company's continued financial and operational success, and to enable the Company
to recruit, reward, retain and motivate employees to work as a team to achieve
the Company's mission of being the top performer in each of our businesses by
rewarding the creation of shareholder value.

The 2002 Omnibus Securities Plan of Phillips Petroleum Company shall become
effective January 1, 2002, upon its adoption by the Company's stockholders at
the 2001 Annual Meeting.

SECTION 2. DEFINITIONS

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

(a)   "AWARD" or "AWARDS" means an award granted pursuant to Section 4 hereof.

(b)   "AWARD AGREEMENT" means an agreement described in Section 5 hereof entered
      into between the Company and a Participant, setting forth the terms,
      conditions and any limitations applicable to the Award granted to the
      Participant.


(c)   "BENEFICIARY" means a person or persons designated by a Participant to
      receive, in the event of death, any unpaid portion of an Award held by the
      Participant. Any Participant may, subject to such limitations as may be
      prescribed by the Committee, 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 effectively to designate a beneficiary, then the Award
      will be paid in the following order of priority:

      (i)   Surviving spouse;

      (ii)  Surviving children in equal shares;

      (iii) To the estate of the Participant.

(d)   "BOARD" means the Board of Directors of the Company as it may be comprised
      from time to time.

(e)   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, or any successor statute.

(f)   "COMMITTEE" means the Compensation Committee of the Board or any successor
      committee with substantially the same responsibilities.

(g)   "COMPANY" means ConocoPhillips, a Delaware corporation or any successor
      corporation.

(h)   "COVERED EMPLOYEE" means a Participant designated prior to the grant of
      Restricted Stock or Performance Awards by the Committee as one who is or
      may be a "covered employee" within the meaning of Section 162(m)(3) of the
      Code in the year in which Restricted Stock or Performance Awards are
      expected to be taxable to such Participant.


                                      -2-


(i)   "DATE OF CHANGE OF CONTROL" shall mean the earliest date on which any of
      the occurrences listed in Section 9 of this Plan should occur.

(j)   "DISABILITY" shall mean the inability, in the opinion of the independent
      third party who administers the Long Term Disability Plan for the Company
      or as certified by a physician who is licensed as a Medical Doctor (M.D.)
      or a Doctor of Osteopathy (D.O.) that the Participant, because of an
      injury or sickness, is unable to work at a reasonable occupation which is
      available with the Company or at any gainful occupation which the
      Participant is or may become fitted.

(k)   "EMPLOYEE" means any individual who is a salaried employee of the Company
      or any Participating Subsidiary.

(l)   "EXECUTIVE OFFICER" means the Chief Executive Officer (CEO) position and
      those positions that report directly to the CEO and other positions so
      designated by the Compensation Committee.

(m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended and
      in effect from time to time, or any successor statute.

(n)   "FAIR MARKET VALUE" in reference to the common stock of the Company means

      (i)   the average of the reported highest and lowest sales prices per
            share of such Stock during regular business hours as reported on the
            composite tape of New York Stock Exchange transactions (or such
            other reporting system as shall be selected by the Committee) on the
            relevant date; or


                                      -3-


      (ii)  in the absence of reported sales on that date, the average of the
            reported highest and lowest sales prices per share during regular
            business hours on the last previous day for which there was a
            reported sale.

      The Committee shall determine the Fair Market Value of any security that
      is not publicly traded, using such criteria as it shall determine, in its
      sole discretion, to be appropriate for such valuation.

(O)   "INSIDER" means any person who is subject to Section 16 of the Exchange
      Act.

(P)   "INVOLUNTARY TERMINATION" of a Participant means:

      (i)   Termination of the Participant's employment with the Company for any
            reason other than voluntary termination (except as provided in
            clause (ii)), death, disability or termination for cause,

      (ii)  A termination of employment by the Participant within 60 days
            following a reduction of ten percent or more of the Participant's
            annual salary or a reduction in the Participant's job
            responsibilities, or

      (iii) A termination of the Participant's employment by the Company as a
            consequence of refusing a transfer by the Company to a location in
            excess of 50 miles from the Participant's work location upon the
            Date of Change of Control, unless the move is covered by the
            Company's moving policy.

In no event shall a Participant be considered Involuntarily Terminated if he or
she is retained in the employment of the Company, its subsidiaries or
affiliates.


                                      -4-


(q)   "PARTICIPANT" means an Employee who has been designated by the Committee
      to be eligible for an Award pursuant to this Plan.

(r)   "PERFORMANCE GOAL" means a performance goal established by the Committee
      in connection with the grant of a Qualified Performance-Based Award, which
      is based on the attainment of specified levels of one or more of the
      following measures on either absolute or relative basis: earnings per
      share, sales, net profit after tax, gross profit, operating profit, cash
      generation, unit volume, return on equity, economic profit, safety, growth
      project achievement, change in working capital, return on capital, return
      on investment, shareholder return, and is established in writing by the
      Committee within the time period prescribed by Section 162(m) of the Code
      and related regulations.

(s)   "QUALIFIED PERFORMANCE-BASED AWARD" means an Award of Restricted Stock or
      Performance Units or another type of Award designated as such by the
      Committee at the time of grant, based upon a determination that (i) the
      recipient is a Covered Employee with respect to such Award and (ii) the
      Committee wishes such Award to qualify for the Section 162(m) Exemption.

(t)   "PARTICIPATING SUBSIDIARY" means an entity 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 or
      membership interest, and in which one or more Employees are Participants,
      or are eligible for Awards pursuant to this Plan.

(u)   "RESTRICTED STOCK" means shares of Stock which have certain restrictions
      attached to the ownership thereof, which may be issued under Section 4.3.

(v)   "RETIREMENT" means termination of employment with the Company or a
      Participating Subsidiary which qualifies the Employee for Retirement as
      that term is defined in the


                                      -5-


      Retirement Income Plan of Phillips Petroleum Company or of the applicable
      retirement plan of a Participating Subsidiary.

(w)   "RULE 16B-3" means Rule 16b-3 promulgated by the Securities and Exchange
      Commission as now in force or as such regulation or successor regulation
      shall be hereafter amended.

(x)   "SECTION 16" means Section 16 of the Exchange Act or any successor
      regulation and the rules promulgated thereunder as they may be amended
      from time to time.

(y)   "SECTION 162(m) EXEMPTION" means the exemption from the limitation on
      deductibility imposed by Section 162(m) of the Code that is set forth in
      Section 162(m)(4)(C) of the Code.

(z)   "STOCK" means shares of common stock of the Company, par value $.01 or as
      modified from time to time.

(aa)  "STOCK APPRECIATION RIGHT" means a right, the value of which is determined
      relative to the appreciation in value of shares of Stock, which may be
      issued under Section 4.2.

(bb)  "STOCK OPTION" means a right to purchase shares of Stock granted pursuant
      to Section 4.1 and includes Incentive Stock Options and Non-Qualified
      Stock Options as defined in Section 4.1.

SECTION 3. ELIGIBILITY

Awards may be granted only to Employees who are designated as Participants from
time to time by the Committee. The Committee shall determine which Employees
shall be Participants, the types of Awards to be made to Participants and the
terms, conditions and limitations applicable to the Awards.


                                      -6-


SECTION 4. AWARDS

Awards may include, but are not limited to, those described in this Section 4.
The Committee may grant Awards singly, in tandem or in combination with other
Awards, as the Committee may in its sole discretion determine. Subject to the
other provisions of this Plan, Awards may also be granted in combination or in
tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan and any other employee plan of the Company. The Committee must approve
all grants made under this Plan to the Chief Executive Officer. The Committee
may also designate from time to time other classes of officers or employees for
whom Committee approval will be required for grants of equity under this Plan.
The Chief Executive Officer shall have authority to approve stock option grants,
restricted stock, or other forms of equity compensation, to Participants other
than those whose grant has been designated by the Committee for approval by the
Committee.

4.1 STOCK OPTIONS

A Stock Option is a right to purchase a specified number of shares of Stock at a
specified price during such specified time as the Committee shall determine.

(a)   Options granted may be either of a type that complies with the
      requirements of incentive stock options as defined in Section 422 of the
      Code and is designated as such ("Incentive Stock Options") or of a type
      that does not comply with such requirements or is designated as not being
      an Incentive Stock Option ("Non-Qualified Options"). The maximum award
      term for all Stock Options awarded under this Plan shall be ten (10)
      years.

(b)   The exercise price per share of any Stock Option shall be no less than the
      Fair Market Value per share of the Stock subject to the option on the date
      the Stock Option is granted.


                                      -7-


(c)   A Stock Option may be exercised, in whole or in part, by giving written
      notice of exercise to the Company specifying the number of shares of Stock
      to be purchased.

(d)   The exercise price of the Stock subject to the Stock Option may be paid in
      cash or, at the discretion of the Committee, may also be paid by the
      tender of Stock already owned by the Participant, or through a combination
      of cash and Stock, or through such other means the Committee determines
      are consistent with the Plan's purpose and applicable law. No fractional
      shares of Stock will be issued or accepted.

(e)   Notwithstanding any other provision of this Plan, other than Section 8, no
      Participant may be granted Stock Options and Stock Appreciation Rights
      covering in excess of 2,000,000 shares of Stock in any calendar year. If
      Stock Appreciation Rights are granted in tandem with an equal number of
      Stock Options, the total number of shares covered by such Stock
      Appreciation Rights and Stock Options shall be deemed, for purposes of
      this limitation, to equal the number of shares covered by such Stock
      Options.

4.2 STOCK APPRECIATION RIGHTS

A Stock Appreciation Right is a right to receive, upon surrender of the right,
but without payment, an amount payable in cash and/or shares of Stock under the
terms and conditions as the Committee shall determine.

(a)   A Stock Appreciation Right may be granted in tandem with part or all of,
      in addition to, or completely independent of a Stock Option or any other
      Award under this Plan. A Stock Appreciation Right issued in tandem with a
      Stock Option may be granted at the time of grant of the related Stock
      Option or at any time thereafter during the term of the Stock Option.


                                      -8-


(b)   The amount payable in cash and/or shares of Stock with respect to each
      right shall be equal in value to a percent of the amount by which the Fair
      Market Value per share of Stock on the exercise date exceeds the exercise
      price of the Stock Appreciation Right. The applicable percent shall be
      established by the Committee. The amount payable in shares of Stock, if
      any, is determined with reference to the Fair Market Value on the date of
      exercise.

(c)   Stock Appreciation Rights issued in tandem with Stock Options shall be
      exercisable only to the extent that the Stock Options to which they relate
      are exercisable. Upon exercise of the Stock Appreciation Right, the
      Participant shall surrender to the Company the underlying Stock Option.
      Stock Appreciation Rights issued in tandem with Stock Options shall
      automatically terminate upon the exercise of such Stock Options.

(d)   Grants of Stock Appreciation Rights are subject to the limitations set
      forth in Section 4.1(e) above.

4.3 RESTRICTED STOCK

Restricted Stock is Stock that is issued to a Participant and is subject to such
terms, conditions and restrictions as the Committee deems appropriate, which may
include, but is not limited to, restrictions upon the sale, assignment, transfer
or other disposition of the Restricted Stock and the requirement of forfeiture
of the Restricted Stock upon termination of employment under certain specified
conditions. The Committee may provide for the lapse of any such term or
condition or waive any term or condition based on such factors or criteria as
the Committee may determine. Pursuant to this Section 4.3, an Award of
Restricted Stock may be either time-lapsed Restricted Stock or Performance-Based
Restricted Stock. The Participant shall have, with respect to awards of
Restricted Stock, all of the rights of a shareholder of the Company, including
the right to vote the Restricted Stock and the right to receive any cash or
stock dividends on such Stock.


                                      -9-


4.4 PERFORMANCE AWARDS

Performance Awards may be granted under this Plan from time to time based on the
terms and conditions as the Committee deems appropriate provided that such
Awards shall not be inconsistent with the terms and purposes of this Plan.
Performance Awards are Awards which are contingent upon the performance of all
or a portion of the Company and/or its Participating Subsidiaries or which are
contingent upon the individual performance of a Participant. Performance Awards
may be in the form of performance units, performance shares and such other forms
of performance Awards which the Committee shall determine. The Committee shall
determine the performance measurements and criteria for such Performance Awards.

4.5 OTHER AWARDS

The Committee may from time to time grant stock, other stock-based and non-stock
based Awards under the Plan including without limitations those Awards pursuant
to which shares of stock are or may in the future be acquired, Awards
denominated in stock units, securities convertible into stock, phantom
securities and dividend equivalents. The Committee shall determine the terms and
conditions of such other stock, stock-based and non-stock based Awards provided
that such Awards shall not be inconsistent with the terms and purposes of this
Plan.

4.6 QUALIFIED PERFORMANCE-BASED AWARDS

The provisions of this Section 4.6 shall apply to all Qualified
Performance-Based Awards, notwithstanding any other provision of this Plan,
other than Sections 8 and 9. No Participant may be granted Qualified
Performance-Based Awards covering in excess of 2,000,000 shares of Stock or
allowing for the payment of cash in excess of $10,000,000 in any calendar year.
Each Qualified Performance-Based Award shall be earned, vested and payable (as
applicable) only upon the achievement of one or more Performance Goals (together
with the satisfaction of any other


                                      -10-


conditions, such as continued employment, as the Committee may determine to be
appropriate); provided, that (i) the Committee may provide, either in connection
with the grant thereof or by amendment thereafter, that achievement of such
Performance Goals will be waived upon the death or disability of the
Participant, and (ii) the provisions of Sections 8 and 9 shall apply
notwithstanding this sentence. Except as specifically provided in the preceding
sentence, no Qualified Performance-Based Award may be amended, nor may the
Committee exercise any discretionary authority it may otherwise have under this
Plan with respect to a Qualified Performance-Based Award under this Plan, in any
manner to waive the achievement of the applicable Performance Goals or to
increase the amount payable pursuant thereto or the value thereof, or otherwise
in a manner that would cause the Qualified Performance-Based Award to cease to
qualify for the Section 162(m) Exemption. Under this Plan, a Qualified
Performance-Based Award may include Restricted Stock.

SECTION 5. AWARD AGREEMENTS

Each Award under this Plan shall be evidenced by an Award Agreement setting
forth the number of shares of Stock or other security, Stock Appreciation
Rights, or units subject to the Award and such other terms and conditions
applicable to the Award as determined by the Committee.

(a)   Award Agreements shall include the following terms:

      (i)   NON-ASSIGNABILITY: A provision that the Awards under the Plan other
            than Awards representing Non-Qualified Stock Options shall not be
            assigned, pledged or otherwise transferred except by will or by the
            laws of descent and distribution, and that during the lifetime of a
            Participant, an Award other than an Award representing Non-Qualified
            Stock Options shall be exercised only by such Participant or by the
            Participant's legal guardian or legal representative.


                                      -11-


      (ii)  TERMINATION OF EMPLOYMENT: A provision describing the treatment of
            an Award in the event of the Retirement, Disability, death or other
            termination of a Participant's employment with the Company,
            including but not limited to terms relating to the vesting, time for
            exercise, forfeiture or cancellation of an Award in such
            circumstances.

      (iii) RIGHTS AS STOCKHOLDER: A provision that a Participant shall have no
            rights as a stockholder with respect to any securities covered by an
            Award until the date the Participant becomes the holder of record.
            Except as provided in Section 8 hereof, no adjustment shall be made
            for dividends or other rights, unless the Award Agreement
            specifically requires such adjustment, in which case, grants of
            dividend equivalents or similar rights shall not be considered to be
            a grant of any other stockholder right.

      (iv)  WITHHOLDING: A provision requiring the withholding of applicable
            taxes required by law from all amounts paid in satisfaction of an
            Award. In the case of an Award paid in cash, the withholding
            obligation shall be satisfied by withholding the applicable amount
            and paying the net amount in cash to the Participant. In the case of
            Awards paid in shares of Stock or other securities of the Company, a
            Participant may satisfy the withholding obligation by paying the
            amount of any taxes in cash or, with the approval of the Committee,
            shares of Stock or other securities may be deducted from the payment
            to satisfy the Company's minimum withholding obligation in full or
            in part as long as such withholding of shares does not violate any
            applicable laws, rules or regulations of Federal, state or local
            authorities. The number of shares to be deducted shall be determined
            by reference to the Fair Market Value of such shares of Stock on the
            applicable date.

(b) Award Agreements may include the following terms:


                                      -12-


      (i)   REPLACEMENT AND SUBSTITUTION: Except as provided in Section 13 (b)
            dealing with repricing of Stock Options, such provisions permitting
            the surrender of outstanding Awards or securities held by the
            Participant in order to exercise or realize rights under other
            Awards, or in exchange for the grant of new Awards under similar or
            different terms, may be included.

      (ii)  TRANSFERABILITY OF NON-QUALIFIED STOCK OPTIONS: Such provisions as
            the Committee may, in its discretion, authorize in any particular
            case, with respect to all or any portion of any Non-Qualified Stock
            Options to be granted to Participant, the transfer by such
            Participant of any of such Non-Qualified Stock Options to (a) the
            spouse, children or grandchildren (including in each case
            stepchildren or step grandchildren) of the Participant (all such
            persons collectively "Immediate Family Members"), (b) a trust or
            trusts for the exclusive benefit of persons all of whom are
            Immediate Family Members, or (c) a partnership in which all partners
            are Immediate Family Members, provided that following any such
            permitted transfer, subsequent transfers of transferred
            Non-Qualified Stock Options, except by will or the laws of descent
            and distribution, are prohibited. Following any transfer
            contemplated hereby, the transferred Non-Qualified Stock Options
            shall continue to be subject to all of the terms hereof,
            administrative procedures and the Award Agreement pursuant to which
            it was originally granted, and the transferee shall be obliged to
            comply in all respects with all of the terms and conditions hereof,
            the administrative procedures and the Award Agreement in the same
            manner as if the transferee were a Participant hereunder.

      (iii) OTHER TERMS: Such other terms as are necessary and appropriate to
            effect an Award to the Participant including but not limited to the
            term of the Award, vesting provisions, deferrals, any requirements
            for continued employment with the


                                      -13-


            Company, any other restrictions or conditions (including performance
            requirements) on the Award and the method by which restrictions or
            conditions lapse, effect on the Award of a Change of Control as
            defined in Section 9, the price, amount or value of Awards.

SECTION 6. SHARES OF STOCK SUBJECT TO THE PLAN

(a)   Subject to the adjustment provisions of Section 8 hereof, the number of
      shares of Stock for which Awards may be granted during the term of this
      Plan shall be 12,500,000; provided, that immediately following the
      Effective Time of the Merger (as those terms are defined in the next
      sentence), the number of shares of Stock for which Awards may be granted
      during the term of this Plan shall be increased by the product of (i) a
      fraction, the numerator of which is 12,500,000 and the denominator of
      which is the number of shares of Stock outstanding immediately before the
      Effective Time times (ii) the number of shares of Stock issued by the
      Company to stockholders of Tosco Corporation pursuant to the Merger; and
      provided, further, that the numbers described in clauses (i) and (ii) of
      the preceding proviso shall be adjusted as appropriate in the event there
      is any adjustment made pursuant to Section 8 hereof before the Effective
      Time of the Merger. The terms "Effective Time" and "Merger" shall have the
      meanings given to them in the Agreement and Plan of Merger, dated as of
      February 4, 2001, by and among the Company, Ping Acquisition Corp. and
      Tosco Corporation, as the same may be amended from time to time.

      Shares issued under the Plan which do not fall under Section 4.1 or 4.2
      shall be limited to 2,000,000 shares during the term of the Plan;
      provided, that immediately following the Effective Time of the Merger, the
      2,000,000 share limitation shall be increased by the


                                      -14-


      product of (i) a fraction, the numerator of which is 2,000,000 and the
      denominator of which is the number of shares of Stock outstanding
      immediately before the Effective Time times (ii) the number of shares of
      Stock issued by the Company to stockholders of Tosco Corporation pursuant
      to the Merger; and provided, further, that the numbers described in
      clauses (i) and (ii) of the preceding proviso shall be adjusted as
      appropriate in the event there is any adjustment made pursuant to Section
      8 hereof before the Effective Time of the Merger.

(b)   Any unexercised or undistributed portion of any terminated, expired,
      exchanged, or forfeited Award or Awards settled in cash in lieu of shares
      of Stock shall be available for further Awards in addition to those
      available under Section 6(a) hereof.

(c)   For the purposes of computing the total number of shares of Stock granted
      under the Plan, the following rules shall apply to Awards payable in Stock
      or other securities, where appropriate:

      (i)   except as provided in (v) of this Section, each Stock Option shall
            be deemed to be the equivalent of the maximum number of shares that
            may be issued upon exercise of the particular Stock Option;

      (ii)  except as provided in (v) of this Section, each other stock-based
            Award payable in some other security shall be deemed to be equal to
            the number of shares to which it relates;

      (iii) except as provided in (v) of this Section, where the number of
            shares available under the Award is variable on the date it is
            granted, the number of shares shall be deemed to be the maximum
            number of shares that could be received under that particular Award;


                                      -15-


      (iv)  where one or more types of Awards (both of which are payable in
            shares of Stock or another security) are granted in tandem with each
            other, such that the exercise of one type of Award with respect to a
            number of shares cancels an equal number of shares of the other,
            each joint Award shall be deemed to be the equivalent of the number
            of shares under the other; and

      (v)   each share awarded or deemed to be awarded under the preceding
            subsections shall be treated as shares of Stock, even if the Award
            is for a security other than Stock.

Additional rules for determining the number of shares of Stock granted under the
Plan may be made by the Committee, as it deems necessary or appropriate.

(d)   The Stock which may be issued pursuant to an Award under the Plan may be
      treasury or authorized but unissued Stock or Stock may be acquired,
      subsequently or in anticipation of the transaction, in the open market to
      satisfy the requirements of the Plan.

SECTION 7. ADMINISTRATION

(a)   A majority of the members of the Committee shall constitute a quorum. The
      vote of a majority of a quorum shall constitute action by the Committee.

(b)   The Committee shall periodically determine the Participants in the Plan
      and the nature, amount, pricing, timing, and other terms of Awards to be
      made to such individuals.

(c)   The Committee shall have the power to interpret and administer the Plan.
      All questions of interpretation with respect to the Plan, the number of
      shares of Stock or other security, Stock Appreciation Rights, or units
      granted, and the terms of any Award Agreements shall be


                                      -16-


      determined by the Committee and its determination shall be final and
      conclusive upon all parties in interest. In the event of any conflict
      between an Award Agreement and the Plan, the terms of the Plan shall
      govern.

(d)   It is the intent of the Company that the Plan and Awards hereunder satisfy
      and be interpreted in a manner, that, in the case of Participants who are
      or may be Insiders, satisfies the applicable requirements of Rule 16b-3,
      so that such persons will be entitled to the benefits of Rule 16b-3 or
      other exemptive rules under Section 16 and will not be subjected to
      avoidable liability thereunder. If any provision of the Plan or of any
      Award would otherwise frustrate or conflict with the intent expressed in
      this Section 7(d), that provision, to the extent possible, shall be
      interpreted and deemed amended so as to avoid such conflict. To the extent
      of any remaining irreconcilable conflict with such intent, the provision
      shall be deemed void as applicable to Insiders.

(e)   The Committee may delegate to the officers or employees of the Company the
      authority to execute and deliver such instruments and documents, to do all
      such acts and things, and to take all such other steps deemed necessary,
      advisable or convenient for the effective administration of the Plan in
      accordance with its terms and purpose, except that the Committee may not
      delegate any discretionary authority with respect to substantive decisions
      or functions regarding the Plan or Awards thereunder as these relate to
      any Qualified Performance-Based Awards nor to Insiders including, but not
      limited to, decisions regarding the timing, eligibility, pricing, amount
      or other material term of such Awards.

SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the Company's stockholders, in the event of a
reorganization, recapitalization, Stock split, Stock dividend, exchange of
Stock, combination of Stock, merger, consolidation or any other change in
corporate structure of the Company affecting the Stock, or in


                                      -17-


the event of a sale by the Company of all or a significant part of its assets,
or any distribution to its stockholders other than a normal cash dividend, the
Committee may make appropriate adjustment in the number, kind, price and value
of Stock authorized by this Plan, in the limitations imposed by Sections 4.1(e)
and 4.6, and any adjustments to outstanding Awards as it determines appropriate
so as to prevent dilution or enlargement of rights; provided, that such
adjustments to the limitations imposed by Sections 4.1(e) and 4.6, and to
Qualified Performance-Based Awards shall be carried out in a manner complying
with the requirements for the Section 162(m) Exemption.

SECTION 9. CHANGE OF CONTROL

(a)   In the event of a Change of Control, unless explicitly provided otherwise
      in the applicable Award Agreement:

      (i)   Any Stock Options and Stock Appreciation Rights outstanding as of
            the Date of Change of Control that are not then fully exercisable
            and vested, shall become fully exercisable and vested to the full
            extent of the original grant and shall remain exercisable following
            any Involuntary Termination for a period not less than the lesser of
            one year and the remainder of the original term of such Stock Option
            or Stock Appreciation Right;

      (ii)  All restrictions and other limitations applicable to any Restricted
            Stock shall lapse, and such Restricted Stock shall become free of
            all restrictions and become fully vested and transferable to the
            full extent of the original grant;


                                      -18-



      (iii) All Performance Awards and other Awards outstanding as of the Date
            of Change of Control shall be considered to be earned, at the higher
            of the target level or the level earned based upon performance from
            the beginning of the applicable performance period through the Date
            of Change of Control, and shall be paid in full, and any deferral or
            other restriction shall lapse and except as provided in subsection
            (c) of this Section 9, such Performance Awards shall be settled in
            cash as promptly as is practicable; and (iv) All noncompetition
            covenants and other similar restrictive covenants applicable to any
            outstanding Awards shall lapse and become null and void and of no
            further effect.

(b)   A "Change of Control" shall mean:

      (i)   The acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14 (d)(2) of the Exchange Act (a
            "Person")) of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 15 percent or more of either
            (a) the then outstanding shares of common stock of the Company (the
            "Outstanding Company Common Stock") or (b) the combined power of the
            then outstanding voting securities of the Company entitled to vote
            generally in the election of directors (the "Outstanding Company
            Voting Securities"); provided, however, that for purposes of this
            subsection (i), the following acquisitions shall not constitute a
            Change of Control: (A) any acquisition directly from the Company,
            (B) any acquisition by the Company, (C) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            the Company or any corporation controlled by the Company or (D) any
            acquisition pursuant to a transaction which complies with clauses
            (A), (B) and (C) of subsection (iii) of this Section 9(b); or


                                      -19-



      (ii)  Individuals who, as of August 26, 2002, constituted the Board (the
            "Incumbent Board") cease for any reason to constitute at least a
            majority of the Board; provided, however, that any individual
            becoming a director subsequent to August 26, 2002, whose election,
            or nomination for election by the Company's stockholders, was
            approved by a vote of at least a majority of the directors then
            comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding, for
            this purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election contest with
            respect to the election or removal of directors or other actual or
            threatened solicitation of proxies or consents by or on behalf of a
            Person other than the Board; or

      (iii) Consummation of a reorganization, merger or consolidation or sale or
            other disposition of all or substantially all of the assets of the
            Company or the acquisition of assets of another entity (a "Corporate
            Transaction"), in each case, unless, following such Corporate
            Transaction, (A) all or substantially all of the individuals and
            entities who were the beneficial owners, respectively, of the
            Outstanding Company Common Stock and Outstanding Company Voting
            Securities immediately prior to such Corporate Transaction
            beneficially own, directly or indirectly, more than 60 percent of,
            respectively, the then outstanding shares of common stock and the
            combined voting power of the then outstanding voting securities
            entitled to vote generally in the election of directors, as the case
            may be, of the corporation resulting from such Corporate Transaction
            (including, without limitation, a corporation which as a result of
            such transaction owns the Company or all or substantially all of the
            Company's assets either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership, immediately prior to such Corporate Transaction of the
            Outstanding Company Common Stock and Outstanding Company


                                      -20-



            Voting Securities, as the case may be, (B) no Person (excluding any
            employee benefit plan (or related trust) of the Company or such
            corporation resulting from such Corporate Transaction) beneficially
            own, directly or indirectly, 15 percent or more of, respectively,
            the then outstanding shares of common stock of the corporation
            resulting from such Corporate Transaction or the combined voting
            power of the then outstanding voting securities of such corporation
            except to the extent that such ownership existed prior to the
            Corporate Transaction and (C) at least a majority of the members of
            the board of directors of the corporation resulting from such
            Corporate Transaction were members of the Incumbent Board at the
            time of the execution of the initial agreement, or of the action of
            the Board, providing for such Corporate Transaction; or

      (iv)  Approval by the stockholders of the Company of a complete
            liquidation or dissolution of the Company.

(c)   Notwithstanding the foregoing, if any right to receive cash granted
      pursuant to this Section 9 would make a Change of Control transaction
      ineligible for pooling-of-interests accounting under APB No. 16 that but
      for the nature of such right would be eligible for such accounting
      treatment, the Committee shall have the ability to substitute for the cash
      payable pursuant to such right Stock or other securities with a Fair
      Market Value equal to the cash that would otherwise be payable hereunder
      and to make such other adjustments as may be necessary to preserve such
      eligibility (so long as such other adjustments do not materially diminish
      the value of the affected Awards).

SECTION 10. RIGHTS OF EMPLOYEES

(a)   Status as an eligible Employee shall not be construed as a commitment that
      any Award will be made under the Plan to such eligible Employee or to
      eligible Employees generally.


                                      -21-



(b)   Nothing contained in the Plan (or in any other documents related to this
      Plan or to any Award) shall confer upon any Employee or Participant any
      right to continue in the employ or other service of the Company or
      constitute any contract or limit in any way the right of the Company to
      change such person's compensation or other benefits or to terminate the
      employment of such person with or without cause.

SECTION 11. AWARDS IN FOREIGN COUNTRIES

The Committee shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with provisions of the
laws of foreign countries in which the Company or its Participating Subsidiaries
may operate to assure the viability of the benefits of Awards made to
Participants employed in such countries and to meet the purpose of this Plan.

SECTION 12. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

No Stock certificate distributable pursuant to this Plan shall be issued and
delivered unless the issuance of such certificate complies with all applicable
legal requirements including, without limitation, compliance with the provisions
of applicable state securities laws, the Securities Act of 1933, as amended from
time to time, or any successor statute, the Exchange Act and the requirements of
the exchanges on which the Company's Stock may, at the time, be listed.

SECTION 13. AMENDMENT AND TERMINATION

(a)   The Board of Directors may at any time amend, suspend or terminate the
      Plan. The Committee may at any time alter or amend any or all Award
      Agreements under the Plan, but no such alteration or amendment may
      adversely affect the rights of the Participant in question without such
      Participant's consent. However, no such action may, without further


                                      -22-



      approval of the stockholders of the Company, be effective if such approval
      is required in order that transactions in Company securities under the
      Plan be exempt from the operation of Section 16(b) of the Securities
      Exchange Act of 1934, nor may any such action amend the Plan so as to

      (i)   increase the number of shares of Stock which may be issued under the
            Plan, except as provided for in Section 8; or

      (ii)  materially modify the requirements as to eligibility for
            participation.

(b)   In addition, except for adjustments pursuant to Section 8 hereof, in no
      event may any Stock Option or Stock Appreciation Right granted under this
      Plan be amended to decrease the exercise price thereof, cancelled in
      conjunction with the grant of any new Stock Option or Stock Appreciation
      Right with a lower price, or otherwise be subject to any action that would
      be treated, for accounting purposes, as a repricing of such Stock Option
      or Stock Appreciation Right.

SECTION 14. UNFUNDED PLAN

The Plan shall be unfunded. Neither the Company nor the Board of Directors shall
be required to segregate any assets that may at any time be represented by
Awards made pursuant to the Plan. Neither the Company, the Committee, nor the
Board of Directors shall be deemed to be a trustee of any amounts to be paid
under the Plan.

SECTION 15. LIMITS OF LIABILITY


                                      -23-



(a)   Any liability of the Company to any Participant with respect to an Award
      shall be based solely upon contractual obligations created by the Plan and
      the Award Agreement.

(b)   Neither the Company nor any member of the Board of Directors or of the
      Committee, nor any other person participating in any determination of any
      question under the Plan, or in the interpretation, administration or
      application of the Plan, shall have any liability to any party for any
      action taken or not taken, in good faith under the Plan.

SECTION 16. DURATION OF THE PLAN

This Plan shall become effective on January 1, 2002, upon the adoption by the
Company's stockholders at the 2001 Annual Meeting, and the Committee shall have
authority to grant Awards hereunder until December 31, 2006, subject to the
ability of the Board of Directors to terminate the Plan as provided in Section
13.

SECTION 17. TERMINATION OF OTHER PLANS

The Omnibus Securities Plan of 1993 ("1993 Plan") shall continue for its
duration or until December 31, 2002, and grants may be made from the 1993 Plan
until it expires by its terms or until shares of Stock are no longer awardable
under the 1993 Plan. Grants other than Incentive Stock Options, Non-qualified
Stock Options, and Stock Appreciation Rights that are made under the 1993 Plan,
following the approval by stockholders of the 2002 Omnibus Securities Plan,
shall not exceed 700,000 shares. All Stock Options granted under the 1993 Plan,
following the approval by stockholders of the 2002 Omnibus Securities Plan,
shall be granted at not less than the Fair Market Value of the Stock on the date
of the grant, and the term of such options shall not exceed ten (10) years.


                                      -24-


                                                                   Exhibit 10.27

                    1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                                OF CONOCOPHILLIPS

               (AS AMENDED AND RESTATED EFFECTIVE AUGUST 30, 2002)

                                    RECITALS

            Conoco Inc. ("Conoco") established the 1998 Stock and Performance
Incentive Plan of Conoco Inc. (the "Plan") effective October 16, 1998. Paragraph
5 specifies the number of shares of Common Stock with respect to which awards
may be granted under the Plan. Paragraph 14 reserves to the Board the right to
amend the Plan. Paragraph 16 provides that in the event of certain transactions,
including a reorganization, the Board is authorized to (a) issue or assume
Awards by means of substitution of new Awards, as appropriate, for previously
issued Awards or an assumption of previously issued Awards as part of such
adjustment or (b) to cancel Awards that are Options or SARs and give the
Participants who are the holders of such Awards notice and opportunity to
exercise for 30 days prior to such cancellation.

            Effective October 8, 2001, Conoco reclassified its Class A Common
Stock and Class B Common Stock into a single class of new common stock ("Common
Stock") by merging Conoco Delaware I, Inc., a wholly owned subsidiary of Conoco
("Merger Sub"), with and into Conoco (the "Merger"), pursuant to an Agreement
and Plan of Merger, dated as of July 17, 2001, between Conoco and Merger Sub. In
connection with the Merger and pursuant to their authority under Paragraph 14,
the Board authorized the amendment and restatement of the Plan to provide for
the issuance of Awards with respect to the new class of Common Stock, effective
October 8, 2001 (the effective time of the Merger). In addition, in connection
with the Merger and effective October 8, 2001, pursuant to its authority under
Paragraph 16, the Board substituted a new Award for each previously issued
outstanding Award. The new Award applied to a number of shares of Common Stock
equal to the total number of shares of Conoco Class A Common Stock and Class B
Common Stock for which the previously issued outstanding Award had not been
exercised, and provides for the same exercise price and the same other terms and
conditions as those applicable under the previously issued outstanding Award.

            On September 21, 2001, the stockholders of Conoco approved a Plan
amendment to increase the number shares of Common Stock available for Awards
under the Plan, which increase was included in October 8, 2001 amendment and
restatement of the Plan.

            On October 30, 2001, the Board of Directors of Conoco approved
certain Stock Award and Plan amendment limitations to the Plan.

            Effective November 18, 2001, Conoco entered into the Agreement and
Plan of Merger by and among Phillips Petroleum Company, Corvette Porsche Corp.,
Porsche Merger Corp., Corvette Merger Corp. and Conoco (the "Phillips Merger
Agreement"), which provides for a series of transactions including the formation
of ConocoPhillips, a Delaware corporation, and the merger of Conoco into and
with a subsidiary of ConocoPhillips (collectively, the "Phillips Merger"). In
connection with and effective upon the closing of the Phillips Merger, the Board
of Directors of Conoco approved the amendment and restatement of the Plan to
reflect the

transfer of sponsorship to ConocoPhillips, the renaming of the Plan as the "1998
Stock and Performance Incentive Plan of ConocoPhillips," and to make certain
changes related thereto.

            Now, therefore, Conoco hereby amends and restates the Plan,
effective as of the Closing of the Phillips Merger, to read as follows:

      1. Plan. The Plan was adopted by the Company to reward certain corporate
officers and key employees of the Company, certain independent contractors and
nonemployee directors of the Company by providing for certain cash benefits and
by enabling them to acquire shares of Common Stock of the Company.

      2. Objectives. The purpose of this Amended and Restated 1998 Stock and
Performance Incentive Plan of ConocoPhillips is to further the interests of the
Company, its Subsidiaries and its shareholders by providing incentives in the
form of Awards to key employees, independent contractors and directors who can
contribute materially to the success and profitability of the Company and its
Subsidiaries and to provide for issuance of Awards in connection with the
"Option Program" under which certain existing DuPont awards were canceled at the
election of the holders. Such Awards will recognize and reward outstanding
performances and individual contributions and give Participants in the Plan an
interest in the Company parallel to that of the shareholders, thus enhancing the
proprietary and personal interest of such Participants in the Company's
continued success and progress. This Plan will also enable the Company and its
Subsidiaries to attract and retain such employees, independent contractors and
directors.

      3. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:

            "Annual Director Award Date" means, for each year beginning on or
after the IPO Closing Date, the first business day of the month next succeeding
the date upon which the annual meeting of stockholders of the Company is held in
such year.

            "Authorized Officer" means the the Chief Executive Officer of the
Company (or any other senior officer of the Company to whom either of them shall
delegate the authority to execute any Award Agreement, where applicable).

            "Award" means an Employee Award, a Director Award or an Independent
Contractor Award.

            "Award Agreement" means any Employee Award Agreement, Director Award
Agreement or Independent Contractor Award Agreement.

            "Board" means the Board of Directors of the Company.

            "Cash Award" means an award denominated in cash.

            "Chairman" means the Chairman of the Board as of the IPO Pricing
Date.

            "Change of Control" is defined in Attachment A.


                                       2

            "Class A Common Stock" means the Class A Common Stock, par value
$.01 per share, of Conoco Inc.

            "Class B Common Stock" means the Class B Common Stock, par value
$.01 per share, of Conoco Inc.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Committee" means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to administer the
Plan.

            "Common Stock" means, from and after the effective time of the
Phillips Merger (as defined in the Recitals), ConocoPhillips common stock, par
value $.01 per share. Prior to the effective time of the Phillips Merger and
after the Merger (as defined in the Recitals), "Common Stock" means Conoco
common stock, par value $.01 per share. Prior to the effective time of the
Merger, "Common Stock" means Class A Common Stock or Class B Common Stock, as
appropriate.

            "Company" means ConocoPhillips, a Delaware corporation. Prior to the
effective time of the Phillips Merger, "Company" means Conoco.

            "Conoco" means Conoco Inc., a Delaware corporation.

            "Director Amendment Date" means October 1, 2000, the date as of
which the Plan was amended to reflect a change in the compensation structure for
Nonemployee Directors.

            "Director Award" means a Director Option or Stock Unit.

            "Director Award Agreement" means a written agreement setting forth
the terms, conditions and limitations applicable to a Director Award.

            "Director Option" means a Nonqualified Stock Option granted to a
Nonemployee Director pursuant to paragraph 9 hereof,

            "Directors Deferred Compensation Plan" means the ConocoPhillips
Deferred Compensation Plan for Nonemployee Directors established under the Plan.

            "Disability" means, with respect to a Nonemployee Director, the
inability to perform the duties of a member of the Board for a continuous period
of more than three months by reason of any medically determinable physical or
mental impairment.

            "Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the Restriction
Period on a like number of shares of Common Stock.

            "DuPont" means E.I. du Pont de Nemours and Company, a Delaware
corporation.


                                       3

            "DuPont Award" means an option, stock appreciation right or other
form of stock award granted by DuPont pursuant to the DuPont Stock Performance
Plan, the DuPont Variable Compensation Plan, the DuPont Corporate Sharing Plan
or the Conoco Unit Option Plan.

            "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and is expected to become such an employee
within the following six months.

            "Employee Award" means any Option, SAR, Stock Award, Cash Award or
Performance Award granted, whether singly, in combination or in tandem, to a
Participant who is an Employee pursuant to such applicable terms, conditions and
limitations (including treatment as a Performance Award) as the Committee may
establish in order to fulfill the objectives of the Plan.

            "Employee Award Agreement" means a written agreement setting forth
the terms, conditions and limitations applicable to an Employee Award.

            "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if Common Stock is listed on a national securities
exchange, the mean between the highest and lowest sales price per share of such
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that
date, or, if there shall have been no such sale so reported on that date, on the
next succeeding date on which such a sale was so reported, or, at the discretion
of the Committee, the price prevailing on the exchange at the time of exercise,
(ii) if Common Stock is not so listed but is quoted on the Nasdaq National
Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the Nasdaq National Market on that date, or, if there shall
have been no such sale so reported on that date, on the next succeeding date on
which such a sale was so reported or, at the discretion of the Committee, the
price prevailing on the Nasdaq National Market at the time of exercise, (iii) if
Common Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such
date, on the next succeeding date on which such quotations shall be available,
as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock
Market, by the National Quotation Bureau Incorporated or (iv) if Common Stock is
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose.

            "Grant Date" means the date an Award is granted to a Participant
pursuant to the Plan. The Grant Date for a substituted award is the Grant Date
of the original award.

            "Grant Price" means the price at which a Participant may exercise
his or her right to receive cash or Common Stock, as applicable, under the terms
of an Award.

            "Incentive Stock Option" means an Option that is intended to comply
with the requirements set forth in Section 422 of the Code.

            "Independent Contractor" means a person providing services to the
Company or any of its Subsidiaries, or who will provide such services, except an
Employee or Nonemployee Director.


                                       4

            "Independent Contractor Award" means any Nonqualified Stock Option,
SAR, Stock Award, Cash Award or Performance Award granted, whether singly, in
combination or in tandem, to a Participant who is an Independent Contractor
pursuant to such applicable terms, conditions and limitations as the Committee
may establish in order to fulfill the objectives of the Plan.

            "Independent Contractor Award Agreement" means a written agreement
setting forth the terms, conditions and limitations applicable to an Independent
Contractor Award.

            "IPO" means the first time a registration statement filed under the
Securities Act of 1933 and respecting an underwritten primary offering by Conoco
of shares of Common Stock is declared effective under that Act and the shares
registered by that registration statement are issued and sold by Conoco
(otherwise than pursuant to the exercise of any over-allotment option).

            "IPO Closing Date" means the date on which Conoco first receives
payment for the shares of Common Stock it sells in the IPO.

            "IPO Pricing Date" means the date of the execution and delivery of
an underwriting or other purchase agreement among Conoco and the underwriters
relating to the IPO setting forth the price at which shares of Common Stock will
be issued and sold by Conoco to the underwriters and the terms and conditions
thereof.

            "Nonemployee Director" means an individual serving as a member of
the Board who is not an Employee of the Company or any of its Subsidiaries.

            "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

            "Option" means a right to purchase a specified number of shares of
Common Stock at a specified Grant Price, which may be an Incentive Stock Option
or a Nonqualified Stock Option.

            "Option Program" means a program involving the cancellation of
certain existing DuPont Awards.

            "Option Program Award" means an Option, SAR or Stock Award granted
in connection with the Option Program.

            "Option Value" means the value of a Director Option as determined on
the basis of a generally accepted valuation methodology as determined by the
Board.

            "Participant" means an Employee, Director or Independent Contractor
to whom an Award has been granted under this Plan.

            "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee or Independent Contractor that is subject to the
attainment of one or more Performance Goals.


                                       5

            "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

            "Restricted Stock" means Common Stock that is restricted or subject
to forfeiture provisions.

            "Restriction Period" means a period of time beginning as of the
Grant Date of an Award of Restricted Stock and ending as of the date upon which
the Common Stock subject to such Award is no longer restricted or subject to
forfeiture provisions.

            "Stock Appreciation Right" or "SAR" means a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair Market Value
or other specified valuation of a specified number of shares of Common Stock on
the date the right is exercised over a specified Grant Price, in each case, as
determined by the Committee.

            "Stock Award" means an Award in the form of shares of Common Stock
or units denominated in shares of Common Stock, including an award of Restricted
Stock.

            "Stock Unit" means a unit equal to one share of Common Stock (as
determined by the Committee) (as adjusted pursuant to Paragraph III.6 of the
Directors Deferred Compensation Plan) granted to a Nonemployee Director.

            "Subsidiary" means (i) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing 50% or more
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the stockholders of such corporation and (ii) in the case
of a partnership or other business entity not organized as a corporation, any
such business entity of which the Company directly or indirectly owns 50% or
more of the voting, capital or profits interests (whether in the form of
partnership interests, membership interests or otherwise).

      4. Eligibility.

            (a) Employees. Employees eligible for the grant of Employee Awards
      under this Plan are those who hold positions of responsibility and whose
      performance, in the judgment of the Committee, can have a significant
      effect on the success of the Company and its Subsidiaries.

            (b) Directors. Members of the Board eligible for the grant of
      Director Awards under this Plan are those who are Nonemployee Directors.

            (c) Independent Contractors. All Independent Contractors are
      eligible for the grant of Independent Contractor Awards under this Plan.

      5. Common Stock Available for Awards.

            (a) Subject to the provisions of paragraph 16 hereof, no Award shall
      be granted if it shall result in the aggregate number of shares of Common
      Stock issued under


                                       6

      the Plan plus the number of shares of Common Stock covered by or subject
      to Awards then outstanding (after giving effect to the grant of the Award
      in question) to exceed 14,684,765. No more than 4,677,000 shares of Common
      Stock shall be available for Incentive Stock Options. The number of shares
      of Common Stock that are the subject of Awards under this Plan that are
      forfeited or terminated, expire unexercised, are settled in cash in lieu
      of Common Stock or in a manner such that all or some of the shares covered
      by an Award are not issued to a Participant or are exchanged for Awards
      that do not involve Common Stock, shall again immediately become available
      for Awards hereunder. The Committee may from time to time adopt and
      observe such procedures concerning the counting of shares against the Plan
      maximum as it may deem appropriate. The Board and the appropriate officers
      of the Company shall from time to time take whatever actions are necessary
      to file any required documents with governmental authorities, stock
      exchanges and transaction reporting systems to ensure that shares of
      Common Stock are available for issuance pursuant to Awards.

            (b) Option Program Awards and awards assumed under the Plan or
      issued as substitute Awards, each pursuant to paragraph 16(b) of the Plan,
      (i) are not subject to the limitations in paragraph 8(b) and (ii) do not
      count against the limitations on Common Stock available for Awards set
      forth in paragraph 5(a).

      6. Administration.

            (a) This Plan shall be administered by the Committee except as
      otherwise provided herein.

            (b) Subject to the provisions hereof, the Committee shall have full
      and exclusive power and authority to administer this Plan and to take all
      actions that are specifically contemplated hereby or are necessary or
      appropriate in connection with the administration hereof. The Committee
      shall also have full and exclusive power to interpret this Plan and to
      adopt such rules, regulations and guidelines for carrying out this Plan as
      it may deem necessary or proper, all of which powers shall be exercised in
      the best interests of the Company and in keeping with the objectives of
      this Plan. The Committee may, in its discretion, provide for the extension
      of the exercisability of an Employee Award or Independent Contractor
      Award, accelerate the vesting or exercisability of an Employee Award or
      Independent Contractor Award, eliminate or make less restrictive any
      restrictions applicable to an Employee Award or Independent Contractor
      Award, waive any restriction or other provision of this Plan (insofar as
      such provision relates to Employee Awards or to Independent Contractor
      Awards) or an Employee Award or Independent Contractor Award or otherwise
      amend or modify an Employee Award or Independent Contractor Award in any
      manner that is either (i) not adverse to the Participant to whom such
      Employee Award or Independent Contractor Award was granted or (ii)
      consented to by such Participant. The Committee may grant an Award to an
      Employee who it expects to become an employee of the Company or any of its
      Subsidiaries within the following six months, with such Award being
      subject to the individual's actually becoming an employee within such time
      period, and subject to such other terms and conditions as may be
      established by the Committee. The Committee may correct any defect or
      supply any omission or reconcile any inconsistency in this Plan or in


                                       7

      any Award in the manner and to the extent the Committee deems necessary or
      desirable to further the Plan purposes. Any decision of the Committee in
      the interpretation and administration of this Plan shall lie within its
      sole and absolute discretion and shall be final, conclusive and binding on
      all parties concerned.

            (c) No member of the Committee or officer of the Company to whom the
      Committee has delegated authority in accordance with the provisions of
      paragraph 7 of this Plan shall be liable for anything done or omitted to
      be done by him or her, by any member of the Committee or by any officer of
      the Company in connection with the performance of any duties under this
      Plan, except for his or her own willful misconduct or as expressly
      provided by statute.

      7. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish. The Committee may engage or authorize the engagement of a third party
administrator to carry out administrative functions under the Plan.

      8. Employee and Independent Contractor Awards.

            (a) The Committee shall determine the type or types of Employee
      Awards to be made under this Plan and shall designate from time to time
      the Employees who are to be the recipients of such Awards. Each Employee
      Award shall be embodied in an Employee Award Agreement, which shall
      contain such terms, conditions and limitations as shall be determined by
      the Committee in its sole discretion and, if required by the Committee,
      shall be signed by the Participant to whom the Employee Award is granted
      and by an Authorized Officer for and on behalf of the Company. Employee
      Awards may consist of those listed in this paragraph 8(a) and may be
      granted singly, in combination or in tandem. Employee Awards may also be
      granted in combination or in tandem with, in replacement of, or as
      alternatives to, grants or rights under this Plan or any other employee
      plan of the Company or any of its Subsidiaries, including the plan of any
      acquired entity. An Employee Award may provide for the grant or issuance
      of additional, replacement or alternative Employee Awards upon the
      occurrence of specified events, including the exercise of the original
      Employee Award granted to a Participant. All or part of an Employee Award
      may be subject to conditions established by the Committee, which may
      include, but are not limited to, continuous service with the Company and
      its Subsidiaries, achievement of specific business objectives, increases
      in specified indices, attainment of specified growth rates and other
      comparable measurements of performance. Upon the termination of employment
      by a Participant who is an Employee, any unexercised, deferred, unvested
      or unpaid Employee Awards shall be treated as set forth in the applicable
      Employee Award Agreement.

                  (i) Option. An Employee Award may be in the form of an Option,
            which may be an Incentive Stock Option or a Nonqualified Stock
            Option. The Grant Price of an Option shall be not less than the Fair
            Market Value of the Common Stock subject to such Option on the Grant
            Date. Subject to the foregoing provisions, the terms, conditions and
            limitations applicable to any Options


                                       8

            awarded to Employees pursuant to this Plan, including the Grant
            Price, the term of the Options and the date or dates upon which they
            become exercisable, shall be determined by the Committee.

                  (ii) Stock Appreciation Rights. An Employee Award may be in
            the form of an SAR. The terms, conditions and limitations applicable
            to any SARs awarded to Employees pursuant to this Plan, including
            the Grant Price, the term of any SARs and the date or dates upon
            which they become exercisable, shall be determined by the Committee.

                  (iii) Stock Award. An Employee Award may be in the form of a
            Stock Award. The terms, conditions and limitations applicable to any
            Stock Awards granted pursuant to this Plan shall be determined by
            the Committee.

                  (iv) Cash Award. An Employee Award may be in the form of a
            Cash Award. The terms, conditions and limitations applicable to any
            Cash Awards granted pursuant to this Plan shall be determined by the
            Committee.

                  (v) Performance Award. Without limiting the type or number of
            Employee Awards that may be made under the other provisions of this
            Plan, an Employee Award may be in the form of a Performance Award. A
            Performance Award shall be paid, vested or otherwise deliverable
            solely on account of the attainment of one or more pre-established,
            objective Performance Goals established by the Committee prior to
            the earlier to occur of (x) 90 days after the commencement of the
            period of service to which the Performance Goal relates and (y) the
            lapse of 25% of the period of service (as scheduled in good faith at
            the time the goal is established), and in any event while the
            outcome is substantially uncertain. A Performance Goal is objective
            if a third party having knowledge of the relevant facts could
            determine whether the goal is met. Such a Performance Goal may be
            based on one or more business criteria that apply to the Employee,
            one or more business units of the Company, or the Company as a
            whole, and may include one or more of the following: increased
            revenue, net income, stock price, market share, earnings per share,
            return on equity, return on assets, decrease in costs, shareholder
            value, net cash flow, total shareholder return, return on capital,
            return on investors' capital, operating income, funds from
            operations, cash flow, cash from operations, after-tax operating
            income, reserve addition, proceeds from dispositions, production
            volumes, refinery runs, net cash flow before financing activities,
            reserve replacement ratio, finding and development costs, refinery
            utilizations and total market value. Unless otherwise stated, such a
            Performance Goal need not be based upon an increase or positive
            result under a particular business criterion and could include, for
            example, maintaining the status quo or limiting economic losses
            (measured, in each case, by reference to specific business
            criteria). In interpreting Plan provisions applicable to Performance
            Goals and Performance Awards, it is the intent of the Plan to
            conform with the standards of Section 162(m) of the Code and
            Treasury Regulationss.1.162-27(e)(2)(i), and the Committee in
            establishing such goals and interpreting the Plan shall be guided by
            such provisions. Prior to the payment of any compensation based on
            the


                                       9

            achievement of Performance Goals, the Committee must certify in
            writing that applicable Performance Goals and any of the material
            terms thereof were, in fact, satisfied. Subject to the foregoing
            provisions, the terms, conditions and limitations applicable to any
            Performance Awards made pursuant to this Plan shall be determined by
            the Committee.

            (b) Notwithstanding anything to the contrary contained in this Plan
      excluding paragraph 5(b), the following limitations shall apply to any
      Employee Awards made hereunder:

                  (i) no Participant may be granted, during any calendar year,
            Employee Awards consisting of Options or SARs that are exercisable
            for more than 2,338,500 shares of Common Stock;

                  (ii) no Participant may be granted, during any calendar year,
            Stock Awards covering or relating to more than 116,925 shares of
            Common Stock (the limitation set forth in this clause (ii), together
            with the limitation set forth in clause (i) above, being hereinafter
            collectively referred to as the "Stock Based Awards Limitations");
            and

                  (iii) no Participant may be granted Employee Awards consisting
            of cash or in any other form permitted under this Plan (other than
            Employee Awards consisting of options or SARs or Stock Awards) in
            respect of any calendar year having a value determined on the Grant
            Date in excess of $10,000,000.

            (c) Subject to Section 8(e), the Committee shall have the sole
      responsibility and authority to determine the type or types of Independent
      Contractor Awards to be made under this Plan and the terms, conditions and
      limitations applicable to such Awards.

            (d) An Option Program Award is generally subject to the same terms
      and conditions as the canceled DuPont Award.

            (e) Stock Awards, other than those awards which are subject to
      specific grant limitations under the Plan, shall be in lieu of, and have a
      Fair Market Value on the Grant Date equal to, other compensation that the
      Company would otherwise have awarded to the Participant.

      9. Director Awards. Each Nonemployee Director of the Company shall be
granted Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreements. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be granted in any year in which a
sufficient number of shares of Common Stock are not available to make all such
scheduled Awards under this Plan.

            (a) Initial Director Options. On the IPO Pricing Date, each
      Nonemployee Director, other than the Chairman, and each person who had
      agreed to become a Nonemployee Director in connection with the IPO was
      automatically granted a Director


                                       10

      Option on that number of shares of Class A Common Stock such that the
      aggregate Option Value was $30,000, and the Chairman was automatically
      awarded a Director Option on that number of shares of Class A Common Stock
      such that the aggregate Option Value was $1,300,000, but in the case of a
      person who was not a Nonemployee Director on such date, subject to that
      person becoming a Nonemployee Director no later than the first regularly
      scheduled meeting of the Board following the IPO Pricing Date.

            (b) Annual Director Options. On each Annual Director Award Date
      before the Director Amendment Date, each Nonemployee Director other than
      the Chairman shall automatically be granted a Director Option with an
      Option Value equal to $30,000.

            (c) Terms of Director Option. Each Director Option shall have a term
      of ten years following the Grant Date. The Grant Price of each share of
      Common Stock subject to a Director Option shall be equal to the Fair
      Market Value of the Common Stock subject to such Option on the Grant Date.
      All Director Options shall be fully vested after 6 months of service as a
      Nonemployee Director. All Director Options shall become exercisable in
      increments of one-third of the total number of shares of Common Stock that
      are subject thereto (rounded up to the nearest whole number) on the first
      and second anniversaries of the Grant Date and of all remaining shares of
      Common Stock that are subject thereto on the third anniversary of the
      Grant Date. Notwithstanding the foregoing exercise schedule, all Director
      Options held by a Nonemployee Director shall immediately become fully
      exercisable if the Nonemployee Director terminates his or her status as a
      member of the Board by reason of the director's death or Disability.

            (d) Director Option Agreements. Any Award of Director Options shall
      be embodied in a Director Award Agreement, which shall contain the terms,
      conditions and limitations set forth above and shall be signed by an
      Authorized Officer for and on behalf of the Company.

            (e) IPO Related Stock Units. On the IPO Pricing Date, each
      Nonemployee Director, other than the Chairman, and each person who had
      agreed to become a Nonemployee Director in connection with the IPO was
      automatically granted that number of Stock Units under the Director's
      Deferred Compensation Plan determined by dividing $95,000 by the Fair
      Market Value of Class A Common Stock on the IPO Pricing Date, and the
      Chairman was automatically granted that number of Stock Units under the
      Director's Deferred Compensation Plan determined by dividing $100,000 by
      the Fair Market Value of Class A Common Stock on the IPO Pricing Date;
      provided, however, that in the case of a person who was not a Nonemployee
      Director on such date, the grant under this subparagraph (e) was subject
      to that person becoming a Nonemployee Director no later than the first
      regularly scheduled meeting of the Board following the IPO Pricing Date.
      Initial Stock Units related to Class A Common Stock. Stock Units granted
      under this paragraph 9(e) cannot be distributed or made available to the
      Nonemployee Director before the expiration of three years from the Grant
      Date, except by reason of death or Disability of the director.

            (f) Other Stock Unit Grants before Director Amendment Date. On the
      date of his or her first appointment or election to the Board, provided
      such appointment or


                                       11

      election occurs on or after the IPO Closing Date and before the Director
      Amendment Date, a Nonemployee Director shall automatically be granted that
      number of Stock Units determined by dividing $95,000 by the Fair Market
      Value of the applicable Common Stock on the date of election to the Board.
      In addition, on each Annual Director Award Date before the Director
      Amendment Date, each Nonemployee Director other than the Chairman shall
      automatically be granted an additional number of Stock Units determined by
      dividing $20,000 by the Fair Market Value of the applicable Common Stock
      on such date. Stock Units granted under this paragraph 9(f) cannot be
      distributed or made available to the Nonemployee Director before the
      expiration of three years from the Grant Date, except by reason of death
      or Disability of the director.

            (g) Initial Stock Unit Grants On or After Director Amendment Date.
      On the date of his or her first appointment or election to the Board, if
      such appointment or election occurs on or after the Director Amendment
      Date, a Nonemployee Director shall automatically be granted that number of
      Stock Units determined by dividing $100,000 by the Fair Market Value of
      the applicable Common Stock on the date of election to the Board. Stock
      Units granted under this paragraph 9(g): (i) shall become vested with
      respect to one-fifth of the total number of Stock Units subject to the
      initial grant hereunder (rounded up to the nearest whole number) on the
      first through fourth anniversaries of the Grant Date and with respect to
      all remaining Stock Units subject to the initial grant hereunder on the
      fifth anniversary of the Grant Date, subject to the requirement that the
      director remain in the continuous service of the Company as a director
      through the anniversary on which the additional vesting is scheduled to
      occur, provided that all such Stock Units shall immediately vest if the
      director terminates his or her status as a member of the Board by reason
      of the death or Disability of the director, and (ii) cannot be distributed
      or made available to the Nonemployee Director before the expiration of
      five years from the Grant Date, except by reason of death or Disability of
      the director. Notwithstanding the foregoing, no grants shall be made under
      this subparagraph (g) solely as a result of a former Phillips Petroleum
      Company director becoming a Nonemployee Director in connection with the
      Phillips Merger.

            (h) Other Stock Unit Grants On or After Director Amendment Date. On
      each Annual Director Award Date occurring on or after the Director
      Amendment Date, each Nonemployee Director shall automatically be granted a
      number of Stock Units determined by dividing $50,000 by the Fair Market
      Value of the applicable Common Stock on such date. Stock Units granted
      under this paragraph 9(h): (i) are fully vested upon the Grant Date, and
      (ii) cannot be distributed or made available to the Nonemployee Director
      before the expiration of three years from the Grant Date, except by reason
      of death or Disability of the director.

            (i) Terms of Stock Units. Stock Units granted under the foregoing
      provisions of this paragraph 9 shall be accounted for and subject to the
      terms and conditions of the Directors Deferred Compensation Plan,
      including provisions that dividend equivalents shall be accumulated and
      reinvested in additional Stock Units.

            (j) Stock Unit Agreements. Any Award of Stock Units shall be
      embodied in a Director Award Agreement, which shall contain the applicable
      terms and conditions and


                                       12

      limitations set forth above, and applicable terms and conditions from the
      Directors Deferred Compensation Plan.

            10. Change of Control. Notwithstanding the provisions of paragraphs
      8 and 9 hereof, unless otherwise expressly provided in the applicable
      Award Agreement, in the event of a Change of Control during a
      Participant's employment (or service as a Nonemployee Director or
      Independent Contractor) with the Company or one of its Subsidiaries, (i)
      each Award granted under this Plan to the Participant shall be become
      immediately vested and fully exercisable (regardless of the otherwise
      applicable vesting or exercise schedules or performance goals provided for
      under the Award Agreement) and (ii) if the Award is an Option or SAR,
      shall remain exercisable until the expiration of the term of the Award or,
      if the Participant should die before the expiration of the term of the
      Award, until the earlier of (a) the expiration of the term of the Award or
      (b) two (2) years following the date of the Participant's death.

            11. Payment of Awards.

            (a) General. Payment made to a Participant pursuant to an Award may
      be made in the form of cash or Common Stock, or a combination thereof, and
      may include such restrictions as the Committee shall determine, including,
      in the case of Common Stock, restrictions on transfer and forfeiture
      provisions. If such payment is made in the form of Restricted Stock, the
      applicable Award Agreement relating to such shares shall specify whether
      they are to be issued at the beginning or end of the Restriction Period.
      In the event that shares of Restricted Stock are to be issued at the
      beginning of the Restriction Period, the certificates evidencing such
      shares (to the extent that such shares are so evidenced) shall contain
      appropriate legends and restrictions that describe the terms and
      conditions of the restrictions applicable thereto. In the event that
      shares of Restricted Stock are to be issued at the end of the Restricted
      Period, the right to receive such shares shall be evidenced by book entry
      registration or in such other manner as the Committee may determine.
      Payment of Stock Units awarded to Nonemployee Directors shall be governed
      by the Directors Deferred Compensation Plan.

            (b) Deferral. With the approval of the Committee, amounts payable in
      respect of Awards may be deferred and paid either in the form of
      installments or as a lump-sum payment. The Committee may permit selected
      Participants to elect to defer payments of some or all types of Awards or
      any other compensation otherwise payable by the Company in accordance with
      procedures established by the Committee and may provide that such deferred
      compensation may be payable in shares of Common Stock. Any deferred
      payment pursuant to an Award, whether elected by the Participant or
      specified by the Award Agreement or by the Committee, may be forfeited if
      and to the extent that the Award Agreement so provides.

            (c) Dividends, Earnings and Interest. Rights to dividends or
      Dividend Equivalents may be extended to and made part of any Stock Award,
      subject to such terms, conditions and restrictions as the Committee may
      establish. The Committee may also establish rules and procedures for the
      crediting of interest or other earnings on deferred cash payments and
      Dividend Equivalents for Stock Awards.


                                       13

            (d) Substitution of Awards. At the discretion of the Committee, a
      Participant who is an Employee or Independent Contractor may be offered an
      election to substitute an Employee Award or Independent Contractor Award
      for another Employee Award or Independent Contractor Award or Employee
      Awards or Independent Contractor Awards of the same or different type..
      Subject to Paragraph 16, the Grant Price of any Option shall not be
      decreased, including by means of issuance of a substitute Award with a
      lower Grant Price.

            (e) Cash-out of Awards. At the discretion of the Committee, an Award
      that is an Option or SAR may be settled by a cash payment equal to the
      difference between the Fair Market Value per share of Common Stock on the
      date of exercise and the Grant Price of the Award, multiplied by the
      number of shares with respect to which the Award is exercised.

      12. Option Exercise. The Grant Price shall be paid in full at the time of
exercise in cash or, if permitted by the Committee and elected by the optionee,
the optionee may purchase such shares by means of tendering Common Stock or
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for Participants to tender Common Stock or other
Awards. The Committee may provide for procedures to permit the exercise or
purchase of such Awards by use of the proceeds to be received from the sale of
Common Stock issuable pursuant to an Award. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered
as consideration for the exercise of an Option, a number of the shares issued
upon the exercise of the Option, equal to the number of shares of Restricted
Stock used as consideration therefor, shall be subject to the same restrictions
as the Restricted Stock so submitted as well as any additional restrictions that
may be imposed by the Committee. The Committee may adopt additional rules and
procedures regarding the exercise of Options from time to time, provided that
such rules and procedures are not inconsistent with the provisions of this
paragraph.

            An optionee desiring to pay the Grant Price of an Option by
tendering Common Stock using the method of attestation may, subject to any such
conditions and in compliance with any such procedures as the Committee may
adopt, do so by attesting to the ownership of Common Stock of the requisite
value in which case the Company shall issue or otherwise deliver to the optionee
upon such exercise a number of shares of Common Stock subject to the Option
equal to the result obtained by dividing (a) the excess of the aggregate Fair
Market Value of the shares of Common Stock subject to the Option for which the
Option (or portion thereof) is being exercised over the Grant Price payable in
respect of such exercise by (b) the Fair Market Value per share of Common Stock
subject to the Option, and the optionee may retain the shares of Common Stock
the ownership of which is attested.

      13. Taxes. The Company or its designated third party administrator shall
have the right to deduct applicable taxes from any Employee Award payment and
withhold, at the time of delivery or vesting of cash or shares of Common Stock
under this Plan, an appropriate amount of cash or number of shares of Common
Stock or a combination thereof for payment of taxes or other amounts required by
law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. The Committee
may also


                                       14

permit withholding to be satisfied by the transfer to the Company of shares of
Common Stock theretofore owned by the holder of the Employee Award with respect
to which withholding is required. If shares of Common Stock are used to satisfy
tax withholding, such shares shall be valued based on the Fair Market Value when
the tax withholding is required to be made. The Committee may provide for loans,
on either a short term or demand basis, from the Company to a Participant who is
an Employee or Independent Contractor to permit the payment of taxes required by
law.

      14. Amendment, Modification, Suspension or Termination of the Plan. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements. In addition, if an amendment would
(i) materially increase the benefits accruing to Participants under this Plan,
(ii) materially increase the aggregate number of securities that may be issued
under this Plan, or (iii) materially modify the requirements as to eligibility
for participation in this Plan, then to the extent required by applicable law,
or deemed necessary by the Committee, such amendment shall be subject to
shareholder approval.

      15. Assignability. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
shall be assignable or otherwise transferable except by will, beneficiary
designation or the laws of descent and distribution. In the event that a
beneficiary designation conflicts with an assignment by will, the beneficiary
designation will prevail. The Committee may prescribe and include in applicable
Award Agreements other restrictions on transfer. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this paragraph 15
shall be null and void.

      16. Adjustments.

            (a) The existence of outstanding Awards shall not affect in any
      manner the right or power of the Company or its stockholders to make or
      authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in the capital stock of the Company or its business or any
      merger or consolidation of the Company, or any issue of bonds, debentures,
      preferred or prior preference stock (whether or not such issue is prior
      to, on a parity with or junior to the existing Common Stock) or the
      dissolution or liquidation of the Company, or any sale or transfer of all
      or any part of its assets or business, or any other corporate act or
      proceeding of any kind, whether or not of a character similar to that of
      the acts or proceedings enumerated above.

            (b) In the event of any subdivision or consolidation of outstanding
      shares of Common Stock, declaration of a dividend payable in shares of
      Common Stock or other stock split, then (i) the number of shares of Common
      Stock reserved under this Plan, (ii) the number of shares of Common Stock
      covered by outstanding Awards, (iii) the Grant Price or other price in
      respect of such Awards, (iv) the appropriate Fair Market Value and other
      price determinations for such Awards, and (v) the Stock Based Awards
      Limitations


                                       15

      shall each be proportionately adjusted by the Board as appropriate to
      reflect such transaction. In the event of any other recapitalization or
      capital reorganization of the Company, any consolidation or merger of the
      Company with another corporation or entity, the adoption by the Company of
      any plan of exchange affecting Common Stock or any distribution to holders
      of Common Stock of securities or property (other than normal cash
      dividends or dividends payable in Common Stock), the Board shall make
      appropriate adjustments to (i) the number of shares of Common Stock
      covered by Awards, (ii) the Grant Price or other price in respect of such
      Awards, (iii) the appropriate Fair Market Value and other price
      determinations for such Awards, and (iv) the Stock Based Awards
      Limitations to reflect such transaction; provided that such adjustments
      shall only be such as are necessary to maintain the proportionate interest
      of the holders of the Awards and preserve, without increasing, the value
      of such Awards. In the event of a corporate merger, consolidation,
      acquisition of property or stock, separation, reorganization or
      liquidation, the Board shall be authorized (x) to assume under the Plan
      previously issued compensatory awards, or to substitute new Awards for
      previously issued compensatory awards, including Awards, as part of such
      adjustment or (y) to cancel Awards that are Options or SARs and give the
      Participants who are the holders of such Awards notice and opportunity to
      exercise for 30 days prior to such cancellation.

      17. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. Certificates evidencing shares of Common
Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.

      18. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any
such accounts shall be used merely as a bookkeeping convenience. The Company
shall not be required to segregate any assets for purposes of this Plan or
Awards hereunder, nor shall the Company, the Board or the Committee be deemed to
be a trustee of any benefit to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to an Award under this
Plan shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

      19. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.


                                       16

      20. Effectiveness. The Plan, as approved by the Board, was effective as of
October 16, 1998. This Plan was approved by the stockholders of the Company on
October 19, 1998. The amendments to the Plan to permit the grant of Awards
denominated in Class B Common Stock were effective on May 12, 1999 and were
conditioned upon the approval of the stockholders of the Company prior to
December 31, 1999, which approval was obtained on May 12, 1999. The amendment to
Paragraph 12 of the Plan providing for option exercise payment by the
attestation method was effective on October 28, 1999. The amendments to the Plan
reflecting a change in Nonemployee Director compensation were effective on
October 1, 2000. The Plan, as approved by the Board for amendment and
restatement in connection with the Merger (as defined in the Recitals on page 1
of this Plan) was effective October 8, 2001, and the increase of shares
available for Awards included in the October 8, 2001 amendment and restatement
was separately approved by the stockholders of the Company on September 21,
2001. The amendment and restatement of the Plan to add certain Stock Award and
Plan amendment limitations was approved by the Board of Directors on October 30,
2001. This amendment and restatement of the Plan to reflect the Phillips Merger,
was approved by the Board of Directors on August 16, 2002 and is effective as of
the effective time of the Phillips Merger.


                                       17

                                 ATTACHMENT "A"

                               "CHANGE IN CONTROL"

            The following definitions apply to the Change of Control provision
in paragraph 10 of the foregoing Plan.

            "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act, as in effect
on August 30, 2002.

            "Associate" shall mean, with reference to any Person, (a) any
corporation, firm, partnership, association, unincorporated organization or
other entity (other than the Company or a subsidiary of the Company) of which
such Person is an officer or general partner (or officer or general partner of a
general partner) or is, directly or indirectly, the Beneficial Owner of 10% or
more of any class of equity securities, (b) any trust or other estate in which
such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same home as
such Person.

            "Beneficial Owner" shall mean, with reference to any securities, any
Person if:

            (a) such Person or any of such Person's Affiliates and Associates,
      directly or indirectly, is the "beneficial owner" of (as determined
      pursuant to Rule 13d-3 of the General Rules and Regulations under the
      Exchange Act, as in effect on August 30, 2002) such securities or
      otherwise has the right to vote or dispose of such securities, including
      pursuant to any agreement, arrangement or understanding (whether or not in
      writing); provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," any security under this
      subsection (a) as a result of an agreement, arrangement or understanding
      to vote such security if such agreement, arrangement or understanding: (i)
      arises solely from a revocable proxy or consent given in response to a
      public (i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of
      the General Rules and Regulations under the Exchange Act) proxy or consent
      solicitation made pursuant to, and in accordance with, the applicable
      provisions of the General Rules and Regulations under the Exchange Act and
      (ii) is not then reportable by such Person on Schedule 13D under the
      Exchange Act (or any comparable or successor report);

            (b) such Person or any of such Person's Affiliates and Associates,
      directly or indirectly, has the right or obligation to acquire such
      securities (whether such right or obligation is exercisable or effective
      immediately or only after the passage of time or the occurrence of an
      event) pursuant to any agreement, arrangement or understanding (whether or
      not in writing) or upon the exercise of conversion rights, exchange
      rights, other rights, warrants or options, or otherwise; provided,
      however, that a Person shall not be deemed the Beneficial Owner of, or to
      "beneficially own," (i) securities tendered pursuant to a tender or
      exchange offer made by such Person or any of such Person's Affiliates or
      Associates until such tendered securities are accepted for purchase or
      exchange or (ii) securities issuable upon exercise of Exempt Rights; or


                                       18

            (c) such Person or any of such Person's Affiliates or Associates (i)
      has any agreement, arrangement or understanding (whether or not in
      writing) with any other Person (or any Affiliate or Associate thereof)
      that beneficially owns such securities for the purpose of acquiring,
      holding, voting (except as set forth in the proviso to subsection (a) of
      this definition) or disposing of such securities or (ii) is a member of a
      group (as that term is used in Rule 13d-5(b) of the General Rules and
      Regulations under the Exchange Act) that includes any other Person that
      beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition. For purposes hereof, "voting" a security
shall include voting, granting a proxy, consenting or making a request or demand
relating to corporate action (including, without limitation, a demand for a
stockholder list, to call a stockholder meeting or to inspect corporate books
and records) or otherwise giving an authorization (within the meaning of Section
14(a) of the Exchange Act) in respect of such security.

            The terms "beneficially own" and "beneficially owning" shall have
meanings that are correlative to this definition of the term "Beneficial Owner."

            "Board" shall have the meaning set forth in the foregoing Plan.

            "Change of Control" shall mean any of the following occurring on or
after August 30, 2002:

            (a) any Person (other than an Exempt Person) shall become the
      Beneficial Owner of 20% or more of the shares of Common Stock then
      outstanding or 20% or more of the combined voting power of the Voting
      Stock of the Company then outstanding; provided, however, that no Change
      of Control shall be deemed to occur for purposes of this subsection (a) if
      such Person shall become a Beneficial Owner of 20% or more of the shares
      of Common Stock or 20% or more of the combined voting power of the Voting
      Stock of the Company solely as a result of (i) an Exempt Transaction or
      (ii) an acquisition by a Person pursuant to a reorganization, merger or
      consolidation, if, following such reorganization, merger or consolidation,
      the conditions described in clauses (i), (ii) and (iii) of subsection (c)
      of this definition are satisfied;

            (b) individuals who, as of August 30, 2002, constitute the Board
      (the "Incumbent Board") cease for any reason to constitute at least a
      majority of the Board; provided, however, that any individual becoming a
      director subsequent to August 30, 2002 whose election, or nomination for
      election by the Company's shareholders, was approved by a vote of at least
      a majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board;
      provided, further, that there shall be excluded, for this purpose, any
      such individual whose initial assumption of office occurs as a result of
      any


                                       19

      actual or threatened election contest that is subject to the provisions of
      Rule 14a-11 of the General Rules and Regulations under the Exchange Act;

            (c) the shareholders of the Company shall approve a reorganization,
      merger or consolidation, in each case, unless, following such
      reorganization, merger or consolidation, (i) more than 70% of the then
      outstanding shares of common stock of the corporation resulting from such
      reorganization, merger or consolidation and the combined voting power of
      the then outstanding Voting Stock of such corporation beneficially owned,
      directly or indirectly, by all or substantially all of the Persons who
      were the Beneficial Owners of the outstanding Common Stock immediately
      prior to such reorganization, merger or consolidation in substantially the
      same proportions as their ownership, immediately prior to such
      reorganization, merger or consolidation, of the outstanding Common Stock,
      (ii) no Person (excluding any Exempt Person or any Person beneficially
      owning, immediately prior to such reorganization, merger or consolidation,
      directly or indirectly, 20% or more of the Common Stock then outstanding
      or 20% or more of the combined voting power of the Voting Stock of the
      Company then outstanding) beneficially owns, directly or indirectly, 20%
      or more of the then outstanding shares of common stock of the corporation
      resulting from such reorganization, merger or consolidation or the
      combined voting power of the then outstanding Voting Stock of such
      corporation and (iii) at least a majority of the members of the board of
      directors of the corporation resulting from such reorganization, merger or
      consolidation were members of the Incumbent Board at the time of the
      initial agreement or initial action by the Board providing for such
      reorganization, merger or consolidation; or

            (d) the shareholders of the Company shall approve (i) a complete
      liquidation or dissolution of the Company unless such liquidation or
      dissolution is approved as part of a plan of liquidation and dissolution
      involving a sale or disposition of all or substantially all of the assets
      of the Company to a corporation with respect to which, following such sale
      or other disposition, all of the requirements of clauses (ii)(A), (B) and
      (C) of this subsection (d) are satisfied, or (ii) the sale or other
      disposition of all or substantially all of the assets of the Company,
      other than to a corporation, with respect to which, following such sale or
      other disposition, (A) more than 70% of the then outstanding shares of
      common stock of such corporation and the combined voting power of the
      Voting Stock of such corporation is then beneficially owned, directly or
      indirectly, by all or substantially all of the Persons who were the
      Beneficial Owners of the outstanding Common Stock immediately prior to
      such sale or other disposition in substantially the same proportion as
      their ownership, immediately prior to such sale or other disposition, of
      the outstanding Common Stock, (B) no Person (excluding any Exempt Person
      and any Person beneficially owning, immediately prior to such sale or
      other disposition, directly or indirectly, 20% or more of the Common Stock
      then outstanding or 20% or more of the combined voting power of the Voting
      Stock of the Company then outstanding) beneficially owns, directly or
      indirectly, 20% or more of the then outstanding shares of common stock of
      such corporation and the combined voting power of the then outstanding
      Voting Stock of such corporation and (C) at least a majority of the
      members of the board of directors of such corporation were members of


                                       20

      the Incumbent Board at the time of the initial agreement or initial action
      of the Board providing for such sale or other disposition of assets of the
      Company.

            "Common Stock" shall have the meaning set forth in the foregoing
Plan.

            "Company" shall have the meaning set forth in the foregoing Plan.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Exempt Person" shall mean any of the Company, any subsidiary of the
Company, any employee benefit plan of the Company or any subsidiary of the
Company, and any Person organized, appointed or established by the Company for
or pursuant to the terms of any such plan.

            "Exempt Rights" shall mean any rights to purchase shares of Common
Stock or other Voting Stock of the Company if at the time of the issuance
thereof such rights are not separable from such Common Stock or other Voting
Stock (i.e., are not transferable otherwise than in connection with a transfer
of the underlying Common Stock or other Voting Stock), except upon the
occurrence of a contingency, whether such rights exist as of August 30, 2002 or
are thereafter issued by the Company as a dividend on shares of Common Stock or
other Voting Securities or otherwise.

            "Exempt Transaction" shall mean an increase in the percentage of the
outstanding shares of Common Stock or the percentage of the combined voting
power of the outstanding Voting Stock of the Company beneficially owned by any
Person solely as a result of a reduction in the number of shares of Common Stock
then outstanding due to the repurchase of Common Stock or Voting Stock by the
Company, unless and until such time as (a) such Person or any Affiliate or
Associate of such Person shall purchase or otherwise become the Beneficial Owner
of additional shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock or additional Voting Stock representing 1% or
more of the combined voting power of the then outstanding Voting Stock, or (b)
any other Person (or Persons) who is (or collectively are) the Beneficial Owner
of shares of Common Stock constituting 1% or more of the then outstanding shares
of Common Stock or Voting Stock representing 1% or more of the combined voting
power of the then outstanding Voting Stock shall become an Affiliate or
Associate of such Person.

            "Person" shall mean any individual, firm, corporation, partnership,
association, trust, unincorporated organization or other entity.

            "Voting Stock" shall mean, with respect to a corporation, all
securities of such corporation of any class or series that are entitled to vote
generally in the election of directors of such corporation (excluding any class
or series that would be entitled so to vote by reason of the occurrence of any
contingency, so long as such contingency has not occurred).


                                       21


                                                                   Exhibit 10.28

                    1998 KEY EMPLOYEE STOCK PERFORMANCE PLAN
                                OF CONOCOPHILLIPS

               (AS AMENDED AND RESTATED EFFECTIVE AUGUST 30, 2002)

                                    RECITALS

            Conoco Inc. ("Conoco") established the 1998 Key Employee Stock
Performance Plan of Conoco Inc. (the "Plan") effective October 16, 1998.
Paragraph 5 specifies the number of shares of Common Stock with respect to which
Awards may be granted under the Plan. Paragraph 13 reserves to the Board the
right to amend the Plan. Paragraph 15 provides that in the event of certain
transactions, including a reorganization, the Board is authorized to (a) issue
or assume Awards by means of substitution of new Awards, as appropriate, for
previously issued Awards or an assumption of previously issued Awards as part of
such adjustment or (b) cancel Awards that are Options or SARs and give
Participants who are holders of such Awards notice and opportunity to exercise
for 30 days prior to such cancellation.

            Effective October 8, 2001, Conoco reclassified its Class A Common
Stock and Class B Common Stock into a single class of new common stock ("Common
Stock") by merging Conoco Delaware I, Inc., a wholly owned subsidiary of Conoco
("Merger Sub"), with and into Conoco (the "Merger"), pursuant to an Agreement
and Plan of Merger, dated as of July 17, 2001, between Conoco and Merger Sub. In
connection with the Merger and pursuant to their authority under Paragraph 13,
the Board authorized the amendment and restatement of the Plan to provide for
the issuance of Awards with respect to the new class of Common Stock, effective
October 8, 2001 (the effective time of the Merger). In addition, in connection
with the Merger and effective October 8, 2001, pursuant to its authority under
Paragraph 15, the Board substituted a new Award for each previously issued
outstanding Award. The new Award applied to a number of shares of Common Stock
equal to the total number of shares of Conoco Class A Common Stock and Class B
Common Stock for which the previously issued outstanding Award had not been
exercised, and provides for the same exercise price and the same other terms and
conditions as those applicable under the previously issued outstanding Award.

            On September 21, 2001, the stockholders of Conoco approved a Plan
amendment to increase the number shares of Common Stock available for Awards
under the Plan, which increase was included in the October 8, 2001 amendment and
restatement of the Plan.

            On October 30, 2001, the Board of Directors of Conoco approved
certain stock award and Plan amendment limitations to the Plan.

            Effective November 18, 2001, Conoco entered into the Agreement and
Plan of Merger by and among Phillips Petroleum Company, Corvette Porsche Corp.,
Porsche Merger Corp., Corvette Merger Corp. and Conoco (the "Phillips Merger
Agreement"), which provides for a series of transactions including the formation
of ConocoPhillips, a Delaware corporation, and the merger of Conoco into and
with a subsidiary of ConocoPhillips (collectively, the "Phillips Merger"). In
connection with and effective upon the closing of the Phillips Merger, the Board
of Directors of Conoco approved the amendment and restatement of the Plan to
reflect the

transfer of sponsorship to ConocoPhillips, the renaming of the Plan as the "1998
Key Employee Stock Performance Plan of ConocoPhillips," and to make certain
changes related thereto.

      1. Plan. The Plan was adopted by the Company to reward certain Employees
of the Company by enabling them to acquire shares of Common Stock of the Company
or receive payments determined by reference to such Common Stock.

      2. Objectives. The purpose of this Amended and Restated 1998 Key Employee
Stock Performance Plan of ConocoPhillips is to further the interests of the
Company, its Subsidiaries and its shareholders by providing incentives in the
form of Awards to Employees and to provide for issuance of Awards in connection
with the "Option Program" under which certain existing DuPont awards were
canceled at the election of the holder. Such Awards will give Participants in
the Plan an interest in the Company parallel to that of the shareholders, thus
enhancing the proprietary and personal interest of such Participants in the
Company's continued success and progress.

      3. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:

            "Authorized Officer" means the Chief Executive Officer of the
Company (or any other senior officer of the Company to whom either of them shall
delegate the authority to execute any Award Agreement, where applicable).

            "Award" means any Option or SAR granted to a Participant pursuant to
such applicable terms, conditions and limitations as the Committee may establish
in order to fulfill the objectives of the Plan.

            "Award Agreement" means a written agreement setting forth the terms,
conditions and limitations applicable to an Award.

            "Board" means the Board of Directors of the Company.

            "Change of Control" is defined in Attachment A.

            "Class A Common Stock" means the Class A Common Stock, par value
$.01 per share, of Conoco.

            "Class B Common Stock" means the Class B Common Stock, par value
$.01 per share, of Conoco.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Committee" means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to administer the
Plan.

            "Common Stock" means, from and after the effective time of the
Phillips Merger (as defined in the Recitals), ConocoPhillips common stock, par
value $.01 per share. Prior to the effective time of the Phillips Merger and
after the Merger (as defined in the Recitals), "Common


                                       2

Stock" means Conoco common stock, par value $.01 per share. Prior to the
effective time of the Merger, "Common Stock" means Class A Common Stock or Class
B Common Stock, as appropriate.

            "Company" means ConocoPhillips, a Delaware corporation. Prior to the
effective time of the Phillips Merger, "Company" means Conoco.

            "Conoco" means Conoco Inc., a Delaware corporation.

            "Director" means an individual serving as a member of the Board.

            "DuPont" means E.I. du Pont de Nemours and Company, a Delaware
corporation.

            "DuPont Award" means an option or stock appreciation right granted
by DuPont pursuant to the DuPont Stock Performance Plan, the DuPont Variable
Compensation Plan, the DuPont Corporate Sharing Plan or the Conoco Unit Option
Plan.

            "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and is expected to become such an employee
within the following six months.

            "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if Common Stock is listed on a national securities
exchange, the mean between the highest and lowest sales price per share of such
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that
date, or, if there shall have been no such sale so reported on that date, on the
next succeeding date on which such a sale was so reported, or, at the discretion
of the Committee, the price prevailing on the exchange at the time of exercise,
(ii) if Common Stock is not so listed but is quoted on the Nasdaq National
Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the Nasdaq National Market on that date, or, if there shall
have been no such sale so reported on that date, on the next succeeding date on
which such a sale was so reported, or, at the discretion of the Committee, the
price prevailing on the Nasdaq National Market at the time of exercise, (iii) if
Common Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such
date, on the next succeeding date on which such quotations shall be available,
as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock
Market, by the National Quotation Bureau Incorporated or (iv) if Common Stock is
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose.

            "Grant Date" means the date an Award is granted to a Participant
pursuant to the Plan. The Grant Date for a substituted award is the Grant Date
of the original award.

            "Grant Price" means the price at which a Participant may exercise
his or her right to receive cash or Common Stock, as applicable, under the terms
of an Award.

            "Incentive Stock Option" means an Option that is intended to comply
with the requirements set forth in Section 422 of the Code.


                                       3

            "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

            "Option" means a right to purchase a specified number of shares of
Common Stock at a specified Grant Price, which may be an Incentive Stock Option
or a Nonqualified Stock Option.

            "Option Program" means a program involving the cancellation of
certain existing DuPont Awards.

            "Option Program Award" means an Option or SAR granted in connection
with the Option Program.

            "Participant" means an Employee to whom an Award has been granted
under this Plan.

            "Stock Appreciation Right" or "SAR" means a right to receive a
payment, in cash or in Common Stock, equal to the excess of the Fair Market
Value or other specified valuation of a specified number of shares of Common
Stock on the date the right is exercised over a specified Grant Price, in each
case, as determined by the Committee.

            "Subsidiary" means (i) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing 50% or more
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the stockholders of such corporation and (ii) in the case
of a partnership or other business entity not organized as a corporation, any
such business entity of which the Company directly or indirectly owns 50% or
more of the voting, capital or profits interests (whether in the form of
partnership interests, membership interests or otherwise).

      4. Eligibility. All Employees are eligible for the grant of Awards under
this Plan.

      5. Common Stock Available for Awards.

            (a) Subject to the provisions of paragraph 15 hereof, no Award shall
      be granted if it shall result in the aggregate number of shares of Common
      Stock issued under the Plan plus the number of shares of Common Stock
      covered by or subject to Awards then outstanding (after giving effect to
      the grant of the Award in question) to exceed 17,576,459. No more than
      5,612,400 shares of Common Stock shall be available for Incentive Stock
      Options. The number of shares of Common Stock that are the subject of
      Awards under this Plan that are forfeited or terminated, expire
      unexercised, are settled in cash in lieu of Common Stock or in a manner
      such that all or some of the shares covered by an Award are not issued to
      a Participant, shall again immediately become available for Awards
      hereunder. The Committee may from time to time adopt and observe such
      procedures concerning the counting of shares against the Plan maximum as
      it may deem appropriate. The Board and the appropriate officers of the
      Company shall from time to time take whatever actions are necessary to
      file any required documents with


                                       4

      governmental authorities, stock exchanges and transaction reporting
      systems to ensure that shares of Common Stock are available for issuance
      pursuant to Awards.

            (b) Option Program Awards and awards assumed under the Plan or
      issued as substitute Awards, each pursuant to paragraph 15(b) of the Plan,
      (i) are not subject to the limitations in paragraph 8(b) and (ii) do not
      count against the limitations on Common Stock available for Awards set
      forth in paragraph 5(a).

      6. Administration.

            (a) The Plan shall be administered by the Committee.

            (b) The Committee shall have full and exclusive power and authority
      to administer this Plan and to take all actions that are specifically
      contemplated hereby or are necessary or appropriate in connection with the
      administration hereof. The Committee shall also have full and exclusive
      power to interpret this Plan and to adopt such rules, regulations and
      guidelines for carrying out this Plan as it may deem necessary or proper,
      all of which powers shall be exercised in the best interests of the
      Company and in keeping with the objectives of this Plan. The Committee
      may, in its discretion, provide for the extension of the exercisability of
      an Award, accelerate the vesting or exercisability of an Award, eliminate
      or make less restrictive any restrictions applicable to an Award, waive
      any restriction or other provision of this Plan or otherwise amend or
      modify an Award in any manner that is either (i) not adverse to the
      Participant to whom such Award was granted or (ii) consented to by such
      Participant. The Committee may grant an Award to an Employee who it
      expects to become an employee of the Company or any of its Subsidiaries
      within the following six months, with such Award being subject to the
      individual's actually becoming an employee within such time period, and
      subject to such other terms and conditions as may be established by the
      Committee. The Committee may correct any defect or supply any omission or
      reconcile any inconsistency in this Plan or in any Award in the manner and
      to the extent the Committee deems necessary or desirable to further the
      Plan purposes. Any decision of the Committee in the interpretation and
      administration of this Plan shall lie within its sole and absolute
      discretion and shall be final, conclusive and binding on all parties
      concerned.

            (c) No member of the Committee or officer of the Company to whom the
      Committee has delegated authority in accordance with the provisions of
      paragraph 7 of this Plan shall be liable for anything done or omitted to
      be done by him or her, by any member of the Committee or by any officer of
      the Company in connection with the performance of any duties under this
      Plan, except for his or her own willful misconduct or as expressly
      provided by statute.

      7. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish. The Committee may engage or authorize the engagement of a third party
administrator to carry out administrative functions under the Plan.


                                       5

      8. Awards.

            (a) The Committee shall determine the type or types of Awards to be
      made under this Plan and shall designate from time to time the Employees
      who are to be the recipients of Awards. Each Award shall be embodied in an
      Award Agreement, which shall contain such terms, conditions and
      limitations as shall be determined by the Committee in its sole discretion
      and, if required by the Committee, shall be signed by the Participant to
      whom the Award is granted and by an Authorized Officer for and on behalf
      of the Company. Awards may consist of those listed in this paragraph 8(a)
      and may be granted singly, in combination or in tandem. Awards may also be
      granted in combination or in tandem with, in replacement of, or as
      alternatives to, grants or rights under this Plan or any other employee
      plan of the Company or any of its Subsidiaries, including the plan of any
      acquired entity. An Award may provide for the grant or issuance of
      additional, replacement or alternative Awards upon the occurrence of
      specified events, including the exercise of the original Award granted to
      a Participant. All or part of an Award may be subject to conditions
      established by the Committee, which may include, but are not limited to,
      continuous service with the Company and its Subsidiaries, achievement of
      specific business objectives, increases in specified indices, attainment
      of specified growth rates and other comparable measurements of
      performance. Upon the termination of employment by a Participant, any
      unexercised, deferred, unvested or unpaid Awards shall be treated as set
      forth in the applicable Award Agreement.

                  (i) Options. An Award may be in the form of an Option, which
            may be an Incentive Stock Option or a Nonqualified Stock Option. The
            Grant Price of an Option shall be not less than the Fair Market
            Value of the Common Stock subject to such Option on the Grant Date.
            Subject to the foregoing provisions, the terms, conditions and
            limitations applicable to any Options awarded to Employees pursuant
            to this Plan, including the Grant Price, the term of the Options and
            the date or dates upon which they become exercisable, shall be
            determined by the Committee.

                  (ii) Stock Appreciation Rights. An Award may be in the form of
            an SAR. The terms, conditions and limitations applicable to any SARs
            awarded to Employees pursuant to this Plan, including the Grant
            Price, the term of any SARs and the date or dates upon which they
            become exercisable, shall be determined by the Committee.

            (b) Notwithstanding anything to the contrary contained in this Plan
      excluding paragraph 5(b), no Participant may be granted, during any
      calendar year, Awards that are exercisable for more than 93,540 shares of
      Common Stock.

            (c) Stock Awards, other than those awards which are subject to
      specific grant limitations under the Plan, shall be in lieu of, and have a
      Fair Market Value on the Grant Date equal to, other compensation that the
      Company would otherwise have awarded to the Participant.


                                       6

      9. Change of Control. Notwithstanding the provisions of paragraph 8
hereof, unless otherwise expressly provided in the applicable Award Agreement,
in the event of a Change of Control during a Participant's employment with the
Company or one of its Subsidiaries, (i) each Award granted under this Plan to
the Participant shall be become immediately vested and fully exercisable
(regardless of the otherwise applicable vesting or exercise schedules or
performance goals provided for under the Award Agreement) and (ii) if the Award
is an Option or SAR, shall remain exercisable until the expiration of the term
of the Award or, if the Participant should die before the expiration of the term
of the Award, until the earlier of (a) the expiration of the term of the Award
or (b) two (2) years following the date of the Participant's death.

      10. Payment of Awards.

            (a) General. Payment made to a Participant pursuant to an Award may
      be made in the form of cash or Common Stock, or a combination thereof, and
      may include such restrictions as the Committee shall determine, including,
      in the case of Common Stock, restrictions on transfer and forfeiture
      provisions.

            (b) Deferral. With the approval of the Committee, amounts payable in
      respect of Awards may be deferred and paid either in the form of
      installments or as a lump-sum payment. The Committee may permit selected
      Participants to elect to defer payments of some or all types of Awards or
      any other compensation otherwise payable by the Company in accordance with
      procedures established by the Committee and may provide that such deferred
      compensation may be payable in shares of Common Stock. Any deferred
      payment pursuant to an Award, whether elected by the Participant or
      specified by the Award Agreement or by the Committee, may be forfeited if
      and to the extent that the Award Agreement so provides.

            (c) Substitution of Awards. At the discretion of the Committee, a
      Participant may be offered an election to substitute an Award for another
      Award or Awards of the same or different type. Subject to Paragraph 15,
      the Grant Price of any Option shall not be decreased, including by means
      of issuance of a substitute Award with a lower Grant Price.

            (d) Cash-out of Awards. At the discretion of the Committee, an Award
      may be settled by a cash payment equal to the difference between the Fair
      Market Value per share of Common Stock on the date of exercise and the
      Grant Price of the Award, multiplied by the number of shares with respect
      to which the Award is exercised.

      11. Option Exercise. The Grant Price shall be paid in full at the time of
exercise in cash or, if permitted by the Committee and elected by the optionee,
the optionee may purchase such shares by means of tendering Common Stock or
surrendering another Award valued at Fair Market Value on the date of exercise,
or any combination thereof. The Committee shall determine acceptable methods for
Participants to tender Common Stock or other Awards. The Committee may provide
for procedures to permit the exercise or purchase of such Awards by use of the
proceeds to be received from the sale of Common Stock issuable pursuant to an
Award. The Committee may adopt additional rules and procedures regarding the
exercise of Options from time to time, provided that such rules and procedures
are not inconsistent with the


                                       7

provisions of this paragraph. An optionee desiring to pay the Grant Price of an
Option by tendering Common Stock using the method of attestation may, subject to
any such conditions and in compliance with any such procedures as the Committee
may adopt, do so by attesting to the ownership of Common Stock of the requisite
value, in which case the Company shall issue or otherwise deliver to the
optionee upon such exercise a number of shares of Common Stock subject to the
Option equal to the result obtained by dividing (a) the excess of the aggregate
Fair Market Value of the shares of Common Stock subject to the Option for which
the Option (or portion thereof) is being exercised over the Grant Price payable
in respect of such exercise by (b) the Fair Market Value per share of Common
Stock subject to the Option, and the optionee may retain the shares of Common
Stock the ownership of which is attested.

      12. Taxes. The Company or its designated third party administrator shall
have the right to deduct applicable taxes from any payment hereunder and
withhold, at the time of delivery of cash or shares of Common Stock under this
Plan, an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Company of shares of
Common Stock theretofore owned by the holder of the Award with respect to which
withholding is required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the
tax withholding is required to be made. The Committee may provide for loans, on
either a short term or demand basis, from the Company to a Participant to permit
the payment of taxes required by law.

      13. Amendment, Modification, Suspension or Termination of the Plan. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements. In addition, if an amendment would
(i) materially increase the benefits accruing to Participants under this Plan,
(ii) materially increase the aggregate number of securities that may be issued
under this Plan, or (iii) materially modify the requirements as to eligibility
for participation in this Plan, then to the extent required by applicable law,
or deemed necessary by the Committee, such amendment shall be subject to
shareholder approval.

      14. Assignability. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
shall be assignable or otherwise transferable except by will, beneficiary
designation or the laws of descent and distribution. In the event that a
beneficiary designation conflicts with an assignment by will, the beneficiary
designation will prevail. The Committee may prescribe and include in applicable
Award Agreements other restrictions on transfer. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this paragraph 14
shall be null and void.


                                       8

      15. Adjustments.

            (a) The existence of outstanding Awards shall not affect in any
      manner the right or power of the Company or its stockholders to make or
      authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in the capital stock of the Company or its business or any
      merger or consolidation of the Company, or any issue of bonds, debentures,
      preferred or prior preference stock (whether or not such issue is prior
      to, on a parity with or junior to the existing Common Stock) or the
      dissolution or liquidation of the Company, or any sale or transfer of all
      or any part of its assets or business, or any other corporate act or
      proceeding of any kind, whether or not of a character similar to that of
      the acts or proceedings enumerated above.

            (b) In the event of any subdivision or consolidation of outstanding
      shares of Common Stock, declaration of a dividend payable in shares of
      Common Stock or other stock split, then (i) the number of shares of Common
      Stock reserved under this Plan, (ii) the number of shares of Common Stock
      covered by outstanding Awards, (iii) the Grant Price in respect of such
      Awards, (iv) the appropriate Fair Market Value and other price
      determinations for such Awards, and (v) the Award limitations shall each
      be proportionately adjusted by the Board as appropriate to reflect such
      transaction. In the event of any other recapitalization or capital
      reorganization of the Company, any consolidation or merger of the Company
      with another corporation or entity, the adoption by the Company of any
      plan of exchange affecting any Common Stock or any distribution to holders
      of Common Stock of securities or property (other than normal cash
      dividends or dividends payable in Common Stock), the Board shall make
      appropriate adjustments to (i) the number of shares of Common Stock
      covered by Awards, (ii) the Grant Price in respect of such Awards, (iii)
      the appropriate Fair Market Value and other price determinations for such
      Awards, and (iv) the Award limitations to reflect such transaction;
      provided that such adjustments shall only be such as are necessary to
      maintain the proportionate interest of the holders of the Awards and
      preserve, without increasing, the value of such Awards. In the event of a
      corporate merger, consolidation, acquisition of property or stock,
      separation, reorganization or liquidation, the Board shall be authorized
      (x) to assume under the Plan previously issued compensatory awards, or to
      substitute new Awards for previously issued compensatory awards, including
      Awards as part of such adjustment or (y) to cancel Awards that are Options
      or SARs and give the Participants who are the holders of such Awards
      notice and opportunity to exercise for 30 days prior to such cancellation.

      16. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. Certificates evidencing shares of Common
Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.


                                       9

      17. Unfunded P1an. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any
such accounts shall be used merely as a bookkeeping convenience. The Company
shall not be required to segregate any assets for purposes of this Plan or
Awards hereunder, nor shall the Company, the Board or the Committee be deemed to
be a trustee of any benefit to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to an Award under this
Plan shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

      18. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.

      19. Effectiveness. The Plan, as approved by the Board, was effective as of
October 16, 1998. This Plan was approved by the stockholders of the Company on
October 19, 1998. The amendments to the Plan to permit the grant of Awards
denominated in Class B Common Stock became effective on May 12, 1999 and were
conditioned upon the approval of the stockholders of the Company prior to
December 31, 1999, which approval was obtained on May 12, 1999. The amendment to
paragraph 11 of the Plan providing for option exercise payment by the
attestation method was effective on October 28, 1999. The Plan, as approved by
the Board for amendment and restatement in connection with the Merger (as
defined in the Recitals on page 1 of this Plan) was effective October 8, 2001,
and the increase of shares available for Awards included in the October 8, 2001
amendment and restatement was separately approved by the stockholders of the
Company on September 21, 2001. The amendment and restatement of the Plan to add
certain stock award and Plan limitations was approved by the Board of Directors
on October 30, 2001. This amendment and restatement of the Plan to reflect the
Phillips Merger, was approved by the Board of Directors on August 16, 2002 and
is effective as of the effective time of the Phillips Merger.


                                       10

                                 ATTACHMENT "A"

                               "CHANGE IN CONTROL"

            The following definitions apply to the Change of Control provision
in paragraph 9 of the foregoing Plan.

            "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act, as in effect
on August 30, 2002.

            "Associate" shall mean, with reference to any Person, (a) any
corporation, firm, partnership, association, unincorporated organization or
other entity (other than the Company or a subsidiary of the Company) of which
such Person is an officer or general partner (or officer or general partner of a
general partner) or is, directly or indirectly, the Beneficial Owner of 10% or
more of any class of equity securities, (b) any trust or other estate in which
such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same home as
such Person.

            "Beneficial Owner" shall mean, with reference to any securities, any
Person if:

            (a) such Person or any of such Person's Affiliates and Associates,
      directly or indirectly, is the "beneficial owner" of (as determined
      pursuant to Rule 13d-3 of the General Rules and Regulations under the
      Exchange Act, as in effect on August 30, 2002) such securities or
      otherwise has the right to vote or dispose of such securities, including
      pursuant to any agreement, arrangement or understanding (whether or not in
      writing); provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," any security under this
      subsection (a) as a result of an agreement, arrangement or understanding
      to vote such security if such agreement, arrangement or understanding: (i)
      arises solely from a revocable proxy or consent given in response to a
      public (i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of
      the General Rules and Regulations under the Exchange Act) proxy or consent
      solicitation made pursuant to, and in accordance with, the applicable
      provisions of the General Rules and Regulations under the Exchange Act and
      (ii) is not then reportable by such Person on Schedule 13D under the
      Exchange Act (or any comparable or successor report);

            (b) such Person or any of such Person's Affiliates and Associates,
      directly or indirectly, has the right or obligation to acquire such
      securities (whether such right or obligation is exercisable or effective
      immediately or only after the passage of time or the occurrence of an
      event) pursuant to any agreement, arrangement or understanding (whether or
      not in writing) or upon the exercise of conversion rights, exchange
      rights, other rights, warrants or options, or otherwise; provided,
      however, that a Person shall not be deemed the Beneficial Owner of, or to
      "beneficially own," (i) securities tendered pursuant to a tender or
      exchange offer made by such Person or any of such Person's Affiliates or
      Associates until such tendered securities are accepted for purchase or
      exchange or (ii) securities issuable upon exercise of Exempt Rights; or


                                       11

            (c) such Person or any of such Person's Affiliates or Associates (i)
      has any agreement, arrangement or understanding (whether or not in
      writing) with any other Person (or any Affiliate or Associate thereof)
      that beneficially owns such securities for the purpose of acquiring,
      holding, voting (except as set forth in the proviso to subsection (a) of
      this definition) or disposing of such securities or (ii) is a member of a
      group (as that term is used in Rule 13d-5(b) of the General Rules and
      Regulations under the Exchange Act) that includes any other Person that
      beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition. For purposes hereof, "voting" a security
shall include voting, granting a proxy, consenting or making a request or demand
relating to corporate action (including, without limitation, a demand for a
stockholder list, to call a stockholder meeting or to inspect corporate books
and records) or otherwise giving an authorization (within the meaning of Section
14(a) of the Exchange Act) in respect of such security.

            The terms "beneficially own" and "beneficially owning" shall have
meanings that are correlative to this definition of the term "Beneficial Owner."

            "Board" shall have the meaning set forth in the foregoing Plan.

            "Change of Control" shall mean any of the following occurring on or
after August 30, 2002:

            (a) any Person (other than an Exempt Person) shall become the
      Beneficial Owner of 20% or more of the shares of Common Stock then
      outstanding or 20% or more of the combined voting power of the Voting
      Stock of the Company then outstanding; provided, however, that no Change
      of Control shall be deemed to occur for purposes of this subsection (a) if
      such Person shall become a Beneficial Owner of 20% or more of the shares
      of Common Stock or 20% or more of the combined voting power of the Voting
      Stock of the Company solely as a result of (i) an Exempt Transaction or
      (ii) an acquisition by a Person pursuant to a reorganization, merger or
      consolidation, if, following such reorganization, merger or consolidation,
      the conditions described in clauses (i), (ii) and (iii) of subsection (c)
      of this definition are satisfied;

            (b) individuals who, as of August 30, 2002, constitute the Board
      (the "Incumbent Board") cease for any reason to constitute at least a
      majority of the Board; provided, however, that any individual becoming a
      director subsequent to August 30, 2002 whose election, or nomination for
      election by the Company's shareholders, was approved by a vote of at least
      a majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board;
      provided, further, that there shall be excluded, for this purpose, any
      such individual whose initial assumption of office occurs as a result of
      any actual or threatened election contest that is


                                       12

      subject to the provisions of Rule 14a-11 of the General Rules and
      Regulations under the Exchange Act;

            (c) the shareholders of the Company shall approve a reorganization,
      merger or consolidation, in each case, unless, following such
      reorganization, merger or consolidation, (i) more than 70% of the then
      outstanding shares of common stock of the corporation resulting from such
      reorganization, merger or consolidation and the combined voting power of
      the then outstanding Voting Stock of such corporation beneficially owned,
      directly or indirectly, by all or substantially all of the Persons who
      were the Beneficial Owners of the outstanding Common Stock immediately
      prior to such reorganization, merger or consolidation in substantially the
      same proportions as their ownership, immediately prior to such
      reorganization, merger or consolidation, of the outstanding Common Stock,
      (ii) no Person (excluding any Exempt Person or any Person beneficially
      owning, immediately prior to such reorganization, merger or consolidation,
      directly or indirectly, 20% or more of the Common Stock then outstanding
      or 20% or more of the combined voting power of the Voting Stock of the
      Company then outstanding) beneficially owns, directly or indirectly, 20%
      or more of the then outstanding shares of common stock of the corporation
      resulting from such reorganization, merger or consolidation or the
      combined voting power of the then outstanding Voting Stock of such
      corporation and (iii) at least a majority of the members of the board of
      directors of the corporation resulting from such reorganization, merger or
      consolidation were members of the Incumbent Board at the time of the
      initial agreement or initial action by the Board providing for such
      reorganization, merger or consolidation; or

            (d) the shareholders of the Company shall approve (i) a complete
      liquidation or dissolution of the Company unless such liquidation or
      dissolution is approved as part of a plan of liquidation and dissolution
      involving a sale or disposition of all or substantially all of the assets
      of the Company to a corporation with respect to which, following such sale
      or other disposition, all of the requirements of clauses (ii)(A), (B) and
      (C) of this subsection (d) are satisfied, or (ii) the sale or other
      disposition of all or substantially all of the assets of the Company,
      other than to a corporation, with respect to which, following such sale or
      other disposition, (A) more than 70% of the then outstanding shares of
      common stock of such corporation and the combined voting power of the
      Voting Stock of such corporation is then beneficially owned, directly or
      indirectly, by all or substantially all of the Persons who were the
      Beneficial Owners of the outstanding Common Stock immediately prior to
      such sale or other disposition in substantially the same proportion as
      their ownership, immediately prior to such sale or other disposition, of
      the outstanding Common Stock, (B) no Person (excluding any Exempt Person
      and any Person beneficially owning, immediately prior to such sale or
      other disposition, directly or indirectly, 20% or more of the Common Stock
      then outstanding or 20% or more of the combined voting power of the Voting
      Stock of the Company then outstanding) beneficially owns, directly or
      indirectly, 20% or more of the then outstanding shares of common stock of
      such corporation and the combined voting power of the then outstanding
      Voting Stock of such corporation and (C) at least a majority of the
      members of the board of directors of such corporation were members of the
      Incumbent Board at


                                       13

      the time of the initial agreement or initial action of the Board providing
      for such sale or other disposition of assets of the Company.

            "Common Stock" shall have the meaning set forth in the foregoing
Plan.

            "Company" shall have the meaning set forth in the foregoing Plan.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Exempt Person" shall mean any of the Company, any subsidiary of the
Company, any employee benefit plan of the Company or any subsidiary of the
Company, and any Person organized, appointed or established by the Company for
or pursuant to the terms of any such plan.

            "Exempt Rights" shall mean any rights to purchase shares of Common
Stock or other Voting Stock of the Company if at the time of the issuance
thereof such rights are not separable from such Common Stock or other Voting
Stock (i.e., are not transferable otherwise than in connection with a transfer
of the underlying Common Stock or other Voting Stock), except upon the
occurrence of a contingency, whether such rights exist as of August 30, 2002 or
are thereafter issued by the Company as a dividend on shares of Common Stock or
other Voting Securities or otherwise.

            "Exempt Transaction" shall mean an increase in the percentage of the
outstanding shares of Common Stock or the percentage of the combined voting
power of the outstanding Voting Stock of the Company beneficially owned by any
Person solely as a result of a reduction in the number of shares of Common Stock
then outstanding due to the repurchase of Common Stock or Voting Stock by the
Company, unless and until such time as (a) such Person or any Affiliate or
Associate of such Person shall purchase or otherwise become the Beneficial Owner
of additional shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock or additional Voting Stock representing 1% or
more of the combined voting power of the then outstanding Voting Stock, or (b)
any other Person (or Persons) who is (or collectively are) the Beneficial Owner
of shares of Common Stock constituting 1% or more of the then outstanding shares
of Common Stock or Voting Stock representing 1% or more of the combined voting
power of the then outstanding Voting Stock shall become an Affiliate or
Associate of such Person.

            "Person" shall mean any individual, firm, corporation, partnership,
association, trust, unincorporated organization or other entity.

            "Voting Stock" shall mean, with respect to a corporation, all
securities of such corporation of any class or series that are entitled to vote
generally in the election of directors of such corporation (excluding any class
or series that would be entitled so to vote by reason of the occurrence of any
contingency, so long as such contingency has not occurred).


                                       14


                                                                   Exhibit 10.29


                                                   AMENDED BY CORPORATE APPROVAL
                                                               FEBRUARY 27, 2003

                           DEFERRED COMPENSATION PLAN
                                       FOR
                             NON-EMPLOYEE DIRECTORS
                                       OF
                                 CONOCOPHILLIPS

Section 1. Purpose of the Plan

The amount of total compensation which is paid to the Non-Employee Director for
services rendered as a Non-Employee Director is set by resolution of the Board
of Directors and is comprised of a portion paid in cash ("Cash Compensation")
and a portion paid in Restricted Stock and/or Restricted Stock Units ("Stock
Compensation") of ConocoPhillips common stock $.01 par value ("CP Common
Stock"). The "Cash Compensation" shall also include any portion of the
compensation that is paid to a Continuing Director (as defined in Section 12) in
cash (including, without limitation, any cash compensation payable pursuant to
any restricted stock unit) by ConocoPhillips for services as a member of the
ConocoPhillips Board (as defined in Section 12), and "Stock Compensation" shall
also include any portion of the compensation that is paid to a Continuing
Director by ConocoPhillips in ConocoPhillips common stock $.01 par value ("CP
Common Stock") for services as a member of the ConocoPhillips Board. "Common
Stock" shall mean Phillips Common Stock or CP Common Stock, as the context may
require.

The purpose of the Deferred Compensation Plan for Non-Employee Directors
("Plan") is to provide a program whereby a member of the Board of Directors of
ConocoPhillips ("Company")


                                      -1-



who is not an officer or present employee of the Company or any of its
subsidiaries ("Non-Employee Director") may elect to:

1)    defer the payment of part or all of the Cash Compensation payable to the
      Non-Employee Director ("Cash Payment"),

2)    receive part or all of the Cash Compensation payable to the Non-Employee
      Director in shares of Unrestricted Stock under the terms of the 1998 Stock
      and Performance Incentive Plan of ConocoPhillips ("Unrestricted Stock
      Award"),

3)    receive part or all of the Cash Compensation in shares of Restricted Stock
      under the terms of the 1998 Stock and Performance Incentive Plan of
      ConocoPhillips ("Restricted Stock Award"),

4)    delay the lapsing of restrictions on Restricted Stock or delay the
      settlement of Restricted Stock Units issued prior to January 1, 2003 due
      to the attainment of certain ages under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors ("Restricted Stock
      Lapsing"), and to delay the lapsing on any Restricted Stock issued after
      January 1, 2003 under the terms of the 1998 Stock and Performance
      Incentive Plan of ConocoPhillips, or to delay the settlement of Restricted
      Stock Units issued after January 1, 2003.

5)    defer the value of shares of unrestricted Common Stock which would
      otherwise be delivered to the Non-Employee Director as a result of
      restrictions being lapsed on shares of Restricted Stock or when Restricted
      Stock Units or similar Awards are settled due to the attainment of certain
      ages or at Retirement under the terms of the Phillips Petroleum Company
      Stock Plan for Non-Employee Directors and/or the 1998 Stock and
      Performance Incentive Plan of


                                      -2-



      ConocoPhillips or under the terms of the grant of such Awards ("Value of
      Restricted Stock, Restricted Stock Units or Awards").

Section 2. Elections

(a)   Cash Payment. For each calendar year, a Non-Employee Director may elect to
      have payment of part or all of the Non-Employee Director's Cash
      Compensation deferred. On or before December 20 of each year, the election
      to defer Cash Compensation that would otherwise be paid in the next
      calendar year may be made by giving written notice thereof in the manner
      prescribed by the Company, except that such election may be made by the
      end of the month in which a Non-Employee Director is first elected to the
      Board of Directors. The election becomes irrevocable after the date for
      making such election.

(b)   Unrestricted Stock Award. For each calendar year, a Non-Employee Director
      may elect to receive Unrestricted Stock for part or all of the Cash
      Compensation that would otherwise be paid in the next calendar year. On or
      before December 20 of each year, such election to receive Unrestricted
      Stock instead of cash may be made by giving written notice thereof in the
      manner prescribed by the Company, except that such election may be made by
      the end of the month in which a Non-Employee Director is first elected to
      the Board of Directors. Such election to receive Unrestricted Stock
      becomes irrevocable after the date for making such election.


                                      -3-



(c)   Restricted Stock Award. For each calendar year, a Non-Employee Director
      may elect to receive Restricted Stock for part or all of the Cash
      Compensation that would otherwise be paid in the next calendar year. On or
      before December 20 of each year, such election to receive Restricted Stock
      instead of cash may be made by giving written notice thereof in the manner
      prescribed by the Company, except that such election may be made by the
      end of the month in which a Non-Employee Director is first elected to the
      Board of Directors. Such election to receive Restricted Stock becomes
      irrevocable after the date for making such election.

(d)   Restricted Stock Lapsing or Restricted Stock Units Settled.

      (i) For Restricted Stock and/or Restricted Stock Units issued prior to
      January 1, 2003, Non-Employee Directors who are or will become 65 years of
      age prior to the end of that calendar year may elect to delay the lapsing
      of restrictions on Restricted Stock and that would otherwise be lapsed,
      and to delay the receipt of shares of Common Stock that would otherwise be
      delivered in settlement of restricted stock units or similar awards, in
      either case based on their age under the terms of the Phillips Petroleum
      Company Stock Plan for Non-Employee Directors until the day the Director
      retires from the Board of Directors.

      (ii) For Restricted Stock and/or Restricted Stock Units issued after
      January 1, 2003, Non-Employee Directors may elect to delay the lapsing of
      restrictions on Restricted Stock that would otherwise be lapsed in January
      of the year following the next calendar year based on the terms of any
      Restricted Stock Awards granted under the 1998 Stock and Performance
      Incentive Plan of ConocoPhillips, and to delay the receipt of shares of


                                      -4-



      Common Stock or the cash value that would otherwise be delivered in
      settlement of Restricted Stock Units or similar Awards until the day the
      Director retires from the Board of Directors.

      (iii) The Non-Employee Director must make the elections specified in
      Section 2 (d) (i) and (ii) herein by giving written notice thereof in the
      manner prescribed by the Company on or before December 20 of that year.
      Such election to delay the lapsing of restrictions on Restricted Stock or
      the settlement of Restricted Stock Units or Awards becomes irrevocable
      after the date for making such election Such election shall apply to any
      Restricted Stock Units granted in exchange for shares of Restricted Stock
      pursuant to the Exchange offer initiated by the Company on December 17,
      2001.

(e)   Value of Restricted Stock and Restricted Stock Units.

      (i) Each year Non-Employee Directors who are or will become 65 years of
      age prior to the end of that calendar year may make an election concerning
      the deferral of the receipt of the value of all or part of the Common
      Stock which would otherwise be delivered to the Non-Employee Director as a
      result of restrictions being lapsed on shares of Restricted Stock or and
      the settlement of Restricted Stock Units or similar Awards issued prior to
      January 1, 2003 based on their age under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors.

      (ii) If the Non-Employee Director has previously elected to delay the
      lapsing of restrictions on Restricted Stock or the settlement of
      Restricted Stock Units or similar Awards until the Director retires from
      the Board of Directors or if restrictions are to lapse on any Restricted
      Stock or if Restricted Stock Units or similar Awards are to be


                                      -5-



      settled at the time the Director retires from the Board of Directors, or
      if the Non-Employee Director Retires from the Board prior to being given
      an opportunity to make such election, such Non-Employee Director may make
      an election concerning the deferral of the receipt of the value of all or
      part of the Common Stock or the cash payment that would otherwise be
      delivered to the Non-Employee Director as a result of restrictions being
      lapsed on shares of Restricted Stock or the settlement of Restricted Stock
      Units or Awards when the Director retires from the Board of Directors.

      (iii) The Non-Employee Director must make the election specified in
      Sections 2 (e) (i) and (ii) herein by giving written notice on or before
      December 20 of the applicable year, or as soon as practicable prior to the
      Director's Retirement from the Board if such Director would receive shares
      of Common Stock or a cash payment as a result of restrictions being lapsed
      on shares of Restricted Stock or the settlement of Restricted Stock Units
      or Awards under the terms of the Phillips Petroleum Company Stock Plan for
      Non-Employee Directors or the 1998 Stock and Performance Incentive Plan of
      ConocoPhillips or the terms of the Award. Such election to defer the value
      of Restricted Stock or Restricted Stock Units or Awards becomes
      irrevocable after the date for making such election.

Section 3. Deferred Compensation Accounts

(a)   Credit for Deferral. The Company will establish and maintain an account
      for each Non-Employee Director who defers Cash Compensation and/or the
      Value of Restricted Stock


                                      -6-



      or Restricted Stock Units or Awards in which will be credited the amounts
      deferred. Amounts deferred shall be credited as soon as practicable but
      not later than 30 days after the date the payment would otherwise have
      been made. The value of the underlying Restricted Stock or Restricted
      Stock Units or Awards i) for any Restricted Stock or Restricted Stock
      Units issued prior to January 1, 2003 shall be the higher of (a) the
      average of the high and low selling prices of the Common Stock on the date
      the restrictions lapse or the shares are to be delivered, as applicable,
      or the last trading day before such date, if such date is not a trading
      day, or (b) the average of the high three monthly Fair Market Values of
      the Common Stock during the twelve calendar months preceding the month in
      which the restrictions lapse or the shares are to be delivered, as
      applicable and ii) for any Restricted Stock or Restricted Stock Units
      issued, including all dividends that are reinvested, on or after January
      1, 2003 shall be the monthly average Fair Market Value of the calendar
      month preceding the month in which the restrictions lapse or the cash
      payment or shares are to be delivered as applicable. The monthly average
      Fair Market Value of the Common Stock is the average of the daily Fair
      Market Value of the Common Stock for each trading day of the month. The
      daily Fair Market Value of the Common Stock shall be deemed equal to the
      average of the reported highest and lowest sales prices per share of such
      Common Stock as reported on the composite tape of the New York Stock
      Exchange transactions.

(b)   Designation of Investments. The amount in each Non-Employee Director's
      Deferred Compensation Account shall be deemed to have been invested and
      reinvested from time to time, in such "eligible securities" as the
      Non-Employee Director shall designate. Prior to


                                      -7-



      or in the absence of a Non-Employee Director's designation, the Company
      shall designate an "eligible security" in which the Non-Employee
      Director's Deferred Compensation Account shall be deemed to have been
      invested until designation instructions are received from the Non-Employee
      Director. Eligible securities are those securities designated by the Chief
      Financial Officer of the Company. The Chief Financial Officer of the
      Company may include as eligible securities, stocks listed on a national
      securities exchange, and bonds, notes, debentures, corporate or
      governmental, either listed on a national securities exchange or for which
      price quotations are published in The Wall Street Journal and shares
      issued by investment companies commonly known as "mutual funds". The
      Non-Employee Director's Deferred Compensation Account will be adjusted to
      reflect the deemed gains, losses and earnings as though the amount
      deferred was actually invested and reinvested in the eligible securities
      for the Non-Employee Director's Deferred Compensation Account.

      Notwithstanding anything to the contrary in this Section 3(b), in the
      event the Company actually purchases or sells such securities in the
      quantities and at the times the securities are deemed to be purchased or
      sold for a Non-Employee Director's Deferred Compensation Account, the
      Account shall be adjusted accordingly to reflect the price actually paid
      or received by the Company for such securities after adjustment for all
      transaction expenses incurred (including without limitation brokerage fees
      and stock transfer taxes).

      In the case of any deemed purchase not actually made by the Company, the
      Deferred


                                      -8-



      Compensation Account shall be charged with a dollar amount equal to the
      quantity and kind of securities deemed to have been purchased multiplied
      by the fair market value of such security on the date of reference and
      shall be credited with the quantity and kind of securities so deemed to
      have been purchased. In the case of any deemed sale not actually made by
      the Company, the account shall be charged with the quantity and kind of
      securities deemed to have been sold, and shall be credited with a dollar
      amount equal to the quantity and kind of securities deemed to have been
      sold multiplied by the fair market value of such security on the date of
      reference. As used herein "fair market value" means in the case of a
      listed security the closing price on the date of reference, or if there
      were no sales on such date, then the closing price on the nearest
      preceding day on which there were such sales, and in the case of an
      unlisted security the mean between the bid and asked prices on the date of
      reference, or if no such prices are available for such date, then the mean
      between the bid and asked prices to the nearest preceding day for which
      such prices are available.

      The Treasurer may also designate a Fund Manager to provide services which
      may include recordkeeping, Non-Employee Director accounting, Non-Employee
      Director communication, payment of installments to the Non-Employee
      Director, tax reporting and any other services specified by the Company in
      agreement with the Fund Manager.

(c)   Payments. A Non-Employee Director's Deferred Compensation Account shall be
      debited with respect to payments made from the account pursuant to this
      Plan as of the date such payments are made from the account. The payment
      shall be made as soon as practicable,


                                      -9-



      but no later than 30 days, after the installment payment date.


                                      -10-



      If any person to whom a payment is due hereunder is under legal disability
      as determined in the sole discretion of the Chief Executive Officer, the
      Company shall have the power to cause the payment due such person to be
      made to such person's guardian or other legal representative for the
      person's benefit, and such payment shall constitute a full release and
      discharge of the Company and any fiduciary of the Plan.

(d)   Statements. At least one time per year the Company or the Company's
      designee will furnish each Non-Employee Director a written statement
      setting forth the current balance in the Non-Employee Director's Deferred
      Compensation Account, the amounts credited or debited to such account
      since the last statement and the payment schedule of deferred amounts and
      deemed gains, losses and earnings accrued thereon as provided by the
      deferred payment option selected by the Non-Employee Director.

Section 4. Deferred Payment Options

(a)   Payment Options for Cash Compensation and the Value of Restricted Stock or
      Restricted Stock Units or Awards. A Non-Employee Director, at the time an
      election to defer Cash Compensation or the Value of Restricted Stock or
      Restricted Stock Units or Awards is made, shall also specify in writing
      whether the Cash Compensation or the Value of Restricted Stock or
      Restricted Stock Units or Awards deferred by such election and any deemed
      gains, losses and earnings accrued thereon is to be paid in one lump sum
      or in annual installments of not less than 5 nor more than 10. The lump
      sum payment will be made or the first installment will begin as soon as
      practicable after the first day of the


                                      -11-

      calendar quarter which is on or after the Non-Employee Director's
      retirement, or the Director may specify that the lump sum be paid the
      first day of any calendar quarter following retirement from the Board
      except that the date must be at least one year from the date the election
      is made. After a Non-Employee Director first selects a payment option, all
      subsequent deferrals of Cash Compensation and/or the value of Restricted
      Stock or Restricted Stock Units or Awards will have the same payment
      option.

(b)   Payment Option Revision. The Non-Employee Director may at any time during
      a period beginning 365 days prior to and ending no later than December 20
      prior to the date the Non-Employee Director terminates Board service due
      to (a) not being nominated for election to the Board; or (b) not being
      reelected to Board service after being so nominated; or (c) resignation
      from Board service as a result of the Director's disability or any reason
      acceptable to a majority of the remaining members of the Board of
      Directors ("Retires" or "Retirement"), or as soon as practicable prior to
      Retirement in the manner prescribed by the Company, revise such payment
      option and select one of the following payment options in place of such
      payment option:

      (i)   a lump sum,

      (ii)  annual installments of not less than 5 nor more than 10,

      (iii) semi-annual installments of not less than 10 nor more than 20, or

      (iv)  quarterly installments of not less than 20 nor more than 40,


                                      -12-

      with the lump sum to be paid or first installment to commence, as soon as
      practicable following any date specified by the Non-Employee Director so
      long as such date is the first day of a calendar quarter, is on or after
      the Non-Employee Director's Retirement Date, is at least one year from the
      date the payment option was revised and is no later than five (5) years
      after the Non-Employee Director's Retirement Date.

(c)   Installment Amount. The amount of each installment shall be determined by
      dividing the balance in the Non-Employee Director's Deferred Compensation
      Account as of the date the installment is to be paid, by the number of
      installments remaining to be paid (inclusive of the current installment)
      or such other installment option that may be offered.

Section 5. Death of Non-Employee Director

Upon the death of a Non-Employee Director, the Non-Employee Director's
beneficiary or beneficiaries designated in accordance with Section 6 of this
Plan, or, in the absence of an effective beneficiary designation, the surviving
spouse, or the Estate of the deceased Non-Employee Director, in that order of
priority, shall receive the beneficiary's or beneficiaries' portion of the
payments in accordance with the deferred payment schedule selected by the
Non-Employee Director, whether the Non-Employee Director's death occurred before
or after such payments have commenced; provided, however, such payments may be
made in a different manner if the beneficiary or beneficiaries entitled to
receive such payments, due to an unanticipated emergency caused by an event
beyond the control of the beneficiary or


                                      -13-

beneficiaries that results in financial hardship to the beneficiary or
beneficiaries, so requests and the Vice President Human Resources gives written
consent to the method of payment requested.

Section 6. Designation of Beneficiary

Each Non-Employee Director who defers under this Plan shall designate a
beneficiary or beneficiaries to receive the entire balance of the Non-Employee
Director's Deferred Compensation Account by giving signed written notice of such
designation in the manner prescribed by the Company. The Non-Employee Director
may from time to time change or cancel any previous beneficiary designation in
the same manner. The last written beneficiary designation received by the
Company shall be controlling over any prior designation and over any
testamentary or other disposition. After receipt by the Company of such written
designation, it shall take effect as of the date on which it was signed by the
Non-Employee Director, whether the Non-Employee Director is living at the time
of such receipt, but without prejudice to the Company on account of any payment
made under this Plan before receipt of such designation.

Section 7. Nonassignability

The right of a Non-Employee Director or beneficiary or other person who becomes
entitled to receive payments under this Plan shall not be pledged, assigned or
subject to garnishment, attachment or any other legal process by the creditors
of or other claimants against the Non-Employee Director, beneficiary, or other
such person.


                                      -14-

Section 8. Administration, Interpretation and Amendment

The Plan shall be administered by the Chief Executive Officer of the Company or
his designee. The decision of the Chief Executive Officer with respect to any
questions arising as to the interpretation of this Plan, including the
severability of any and all of the provisions thereof, shall be final,
conclusive and binding. The Company reserves the right to amend this Plan from
time to time or to terminate the Plan entirely, provided, however, that no
amendment may affect the balance in a Non-Employee Director's account on the
effective date of the amendment. In the event of termination of the Plan, the
Chief Executive Officer in the Chief Executive Officer's sole discretion, may
elect to pay in one lump sum as soon as practicable after termination of the
Plan, the balance then in the Non-Employee Director's account.

Section 9. Nonsegregation

Amounts deferred pursuant to this Plan and the crediting of amounts to a
Non-Employee Director's Deferred Compensation Account shall represent the
Company's unfunded and unsecured promise to pay compensation in the future. With
respect to said amounts, the relationship of the Company and a Non-Employee
Director shall be that of debtor and general unsecured creditor. While the
Company may make investments for the purpose of measuring and meeting its
obligations under this Plan such investments shall remain the sole property of
the Company subject to claims of its creditors generally, and shall not be
deemed to form or be included in any part of the Deferred Compensation Account.


                                      -15-

Section 10. Funding

All amounts payable under the Plan are unfunded and unsecured benefits and shall
be paid solely from the general assets of the Company and any rights accruing to
the Non-Employee Director or the beneficiary under this Plan shall be those of
an unsecured general creditor; provided, however, that the Company may establish
a grantor trust to pay part or all of its Plan payment obligations so long as
the Plan remains unfunded for federal tax purposes.

Section 11. Miscellaneous

(a)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.

(b)   This Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Delaware except to the extent that said laws
      have been preempted by the laws of the United States.

Section 12. Continuing Directors and Noncontinuing Directors

Notwithstanding anything contained in this Plan to the contrary:


                                      -16-

(a)   Elections made by a Non-Employee Director who is a member of the board of
      directors (the "ConocoPhillips Board") of ConocoPhillips (a "Continuing
      Director") immediately following the closing (the "Closing") of the
      transactions (the "Merger") contemplated by the Agreement and Plan of
      Merger dated as of November 18, 2001 by and among Phillips Petroleum
      Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette Merger
      Corp., and Conoco Inc. (the "Merger Agreement") shall be effective for the
      following compensation received from ConocoPhillips with respect to
      service as a Continuing Director for the portion of calendar year 2002
      that follows the Closing, without any action on the part of such
      Continuing Director, Phillips Petroleum Company or ConocoPhillips: (i) the
      deferral of the receipt of Cash Compensation, (ii) the receipt of
      Unrestricted Stock in lieu of Cash Compensation or Stock Compensation,
      (iii) the receipt of Restricted Stock in lieu of Cash Compensation or
      Stock Compensation, (iv) the deferral of the lapsing of restrictions on
      Restricted Stock that would otherwise lapse, (v) the deferral of receipt
      of the value of all or part of the Common Stock which would otherwise be
      delivered to the Continuing Director as a result of restrictions being
      lapsed; and (vi) the deferral of receipt of a lump sum payment from the
      Non-employee Director Retirement Plan; and

(b)   ConocoPhillips shall be the co-sponsor of this Plan and shall be the
      obligor hereunder with respect to compensation of Continuing Directors for
      services on the ConocoPhillips Board that is deferred hereunder;

(c)   A Continuing Director shall not be deemed to have "retired" or otherwise
      terminated service as a Non-Employee Director for any purpose of this Plan
      solely as a result of such director's ceasing to be a director of Phillips
      Petroleum Company in connection with the


                                      -17-

      Merger, and no distributions of the Continuing Directors' account balances
      under the Plan shall be made solely as a result of the consummation of the
      transactions contemplated by the Merger Agreement. For any Continuing
      Director, service as a member of the ConocoPhillips Board shall be treated
      as service as a Non-Employee Director, and "retirement" or any other
      termination of service from the ConocoPhillips Board shall be deemed to be
      a retirement or termination of service (as applicable) as a Non-Employee
      Director for all purposes of this Plan.

(d)   Each individual who ceases to be a Non-Employee Director in connection
      with the Merger who is not a Continuing Director shall be deemed to have
      retired as of the Closing Date for purposes of this Plan (including,
      without limitation, for purposes of Section 4).

Section 13. Effective Date of the Plan

This Plan is amended and restated effective as of October 22, 2002.


                                      -18-


                                                                   Exhibit 10.31


                              AMENDED AND RESTATED
                                   CONOCO INC.
                   SALARY DEFERRAL & SAVINGS RESTORATION PLAN

I.    PURPOSE

      The purpose of the Salary Deferral & Savings Restoration Plan (Plan) is to
      provide eligible employees with the opportunity to defer, until
      termination of employment, receipt of salary that, because of compensation
      limits imposed by law, is ineligible to be considered in calculating
      benefits within the Company's tax-qualified defined contribution plans and
      thereby recover benefits lost because of that restriction.

II.   ADMINISTRATION

      The administration of this Plan is vested in the Employee Benefit Plans
      Board (EBPB). The EBPB may adopt such rules as it may deem necessary for
      the proper administration of the Plan, and may appoint such persons or
      groups as may be judged necessary to assist in the administration of the
      Plan. The EBPB's decision in all matters involving the interpretation and
      application of this Plan shall be final. The EBPB shall have the
      discretionary right to determine eligibility for benefits hereunder and to
      construe the terms and conditions of this Plan.

III.  ELIGIBILITY

      An employee of the Company who is eligible to participate in the Thrift
      Plan for Employees of Conoco Inc. (the Thrift Plan) and whose annual base
      compensation exceeds the amount prescribed in Internal Revenue Code
      Section 401(a)(17) shall be eligible to participate in this Plan
      (hereinafter "Participant"). Participant shall also include any individual
      who continues to have a Participant Account under this Plan.

      For purposes of this Plan, the term "Company" means ConocoPhillips
      Services Inc., Conoco Pipe Line Inc., or Louisiana Gas Systems Inc. Prior
      to January 1, 2003, Company included Conoco Inc.

      Participation in this Plan is entirely voluntary.

IV.   PARTICIPANT ACCOUNTS

      A.    PARTICIPANT CONTRIBUTIONS

            A Participant may elect to defer receipt of a percentage of annual
            base compensation in excess of the amount prescribed in Internal
            Revenue Code Section 401 (a)( 17), and have the dollar equivalent of
            the deferral percentage credited to a Participant Account under this
            Plan. The deferral percentage elected under this Plan shall not
            exceed that allowed in total in the tax-qualified defined
            contribution plans of the Company in which (s)he participates.
            Except as provided below, such deferral election will be made prior
            to the beginning of each calendar year and will be irrevocable for
            that calendar year.

            For purposes of a Participant's first year of participation in this
            Plan, the compensation

            deferral election must be made no later than 30 days prior to the
            first day of the month for which compensation is deferred and will
            be irrevocable for the remainder of that calendar year.

      B.    COMPANY CONTRIBUTIONS

            1.    To the extent that a Participant makes a deferral election
                  under the terms of subparagraph (A) above, the Company will
                  credit to that Participant's Account in this Plan an amount
                  equivalent to the Company matching contributions that would be
                  provided to that Participant under the terms of the Company's
                  tax-qualified defined contribution plans in which (s)he is
                  participating.

            2.    The Company will credit to the Participant's Account in this
                  Plan an amount equivalent to the value of the Semiannual
                  Allocation or Supplemental Allocation under the Stock Savings
                  Feature of the ConocoPhillips Savings Plan (the CPSP) as those
                  terms are used in the CPSP that would be provided to that
                  Participant on his or her annual base compensation in excess
                  of the amount prescribed in Internal Revenue Code Section 401
                  (a)(7) under the terms of the CPSP.

      C.    EARNINGS EQUIVALENTS

            Credits for Participant Contributions and Company Contributions
            shall be treated as having been invested in one or more of the
            investment options available in the Company's tax-qualified defined
            contribution plan in which (s)he is participating. Additional credit
            (or debit) amounts will be posted to the Participant's Account in
            this Plan based on the performance of those investment options.

            The Participant shall have the right to:

            I.    Designate which investment options are to be used in valuing
                  his/her Account under this Plan, subject to the rules
                  governing investment direction in the Thrift Plan; and/or

            2.    Change the designated investment options used in valuing
                  his/her Account under this Plan, subject to the rules
                  governing investment direction and/or transfers among funds in
                  the Thrift Plan.

      D.    CREDITS TO ACCOUNTS

            I.    Participant Contributions, Company Contributions, and Earnings
                  Equivalents shall be credited (or debited) to the
                  Participant's Account under this Plan as unfunded book entries
                  stated as cash balances, and will not be payable to a
                  Participant until such time as employment with the Company
                  terminates. The cash balances in Participant Accounts shall be
                  unfunded general obligations of the Company, and no
                  Participant shall have any claim to or security interest in
                  any asset of the Company on account thereof.

            2.    For each employee who was participating in the DuPont Salary
                  Deferral & Savings Restoration Plan (DuPont Plan) immediately
                  prior to January 1, 1999, an amount equivalent to Participant
                  Contributions, Company Contributions, and Earnings Equivalents
                  under the DuPont Plan credited (or debited) to the

                  Participant's Account under the DuPont Plan shall be credited
                  to the Participant's Account under this Plan as unfunded book
                  entries stated as cash balances, and will not be payable to
                  such Participant until such time as employment with the
                  Company terminates. The cash balances in Participant Accounts
                  shall be unfunded general obligations of the Company and no
                  Participant shall have any claim to or security interest in
                  any asset of the Company on account thereof.

V.    VESTING

      Participant Contributions and Company Contributions and Earnings
      Equivalents shall be vested at the time such amounts are credited to the
      Participant's Account.

VI.   PAYMENT OF BENEFITS

      Amounts payable under this Plan shall be delivered in a cash lump sum as
      soon as practicable after termination of employment unless the Participant
      irrevocably elects under rules prescribed by the EBPB to receive payments
      in a series of annual installments. All payments under this Plan shall be
      made by, and all expenses of administering this Plan shall be borne by,
      the Company.

VII.  RIGHT TO MODIFY

      The Company reserves the right, at any time, to amend, suspend, terminate,
      change, or discontinue this Plan in its discretion by action of the Board
      of Directors or its delegee. Notwithstanding the preceding sentence, no
      such amendment, suspension, termination, discontinuation, or change shall
      deprive any person of his accrued benefit under the terms of the Plan or a
      lump sum distribution payable as soon as practicable upon termination of
      employment, including termination for retirement, with respect to his
      accrued benefit.

WITNESS MY HAND to this Conoco Inc. Salary Deferral & Savings Restoration Plan,
as restated effective January 1, 2003.

             /s/ Joseph C. High
- --------------------------------------------------
  Joseph C. High, Vice President, Human Resources



                                                                   Exhibit 10.32


                                   CONOCO INC.
                         DIRECTORS' CHARITABLE GIFT PLAN

1.    PURPOSE OF THE PLAN

      The purpose of the Directors' Charitable Gift Plan (the "Plan") is to
      acknowledge the service of members of the Board of Directors (the "Board")
      of Conoco Inc. (the "Company"); recognize the mutual interest of the
      Company and its Directors in support of eligible educational and
      charitable organizations; and enhance the Directors' total compensation
      package.

      Each eligible Director of the Company will recommend that the Company make
      a donation of up to $1,000,000 to the eligible tax-exempt organization(s)
      (the "Organization(s)") designated by the Director. The donation will be
      made in the Director's name in five equal annual installments, with the
      first installment to be made as soon as practicable after the death of the
      Director or former Director.

2.    ELIGIBILITY

      Each member of the Board of Directors who serves for a minimum of one year
      shall be eligible to participate in the Plan. The Plan will not be
      effective for a Director until he or she completes all required enrollment
      procedures for the Plan.

3.    DIRECTOR'S RECOMMENDATION

      Each eligible Director shall make a written recommendation to the Company,
      on a form approved by the Company for this purpose, designating the
      Organization(s) which he or she intends to be the recipient(s) of the
      Company's donation to be made in the Director's name. A Director may
      revise or revoke such recommendation prior to his or her death by signing
      a new recommendation form and submitting it to the Company.

4.    ORGANIZATIONS

      In order to be eligible to a receive a donation, an Organization must
      initially, and at the time a donation is to be made in whole or in part,
      qualify to receive tax-deductible donations under the Internal Revenue
      Code and be reviewed and approved by the Company. An Organization will be
      approved by the Company unless it determines, in the exercise of good
      faith judgment, that a donation to the Organization would be detrimental
      to the best interests of the Company. Private foundations are not eligible
      to receive donations under the Plan.

      Non-U.S. Directors may designate qualified educational and charitable
      organizations in their countries of citizenship, provided that each
      designated organization has a tax exempt status that is similar to
      comparable U.S.-based organizations under section 501(c)(3) of the
      Internal Revenue Code.

5.    AMOUNT AND TIMING OF DONATION

      Each Director may recommend one Organization to receive a Company donation
      of $1,000,000, or two or more Organizations to receive donations
      aggregating $1,000,000. Each Organization must


                                       1

      be recommended to receive a donation of at least $100,000. The donation
      will be made by the Company in five equal annual installments, with the
      first installment to be made as soon as practicable after the death of the
      Director or former Director. If a Director recommends more than one
      Organization to receive a donation, each will receive a prorated portion
      of each annual installment. Each annual installment payment will be
      divided among the Organizations in the same proportion as the total
      donation amount has been allocated among the Organizations by the
      Director.

6.    VESTING

      Each Director will be fully vested in the Plan upon completion of one year
      of service as a Director.

      The Board has authority not to make a donation if it determines that a
      Former Director has willfully engaged in activity which is harmful to the
      Company's interest.

7.    FUNDING AND PLAN ASSETS

      The Company may fund the Plan, or it may choose not to fund the Plan. If
      the Company elects to fund the Plan in any manner, neither the Directors
      nor their recommended Organization(s) shall have any rights or interests
      in any assets of the Company identified for such purpose. Nothing
      contained in the Plan shall create, or be deemed to create, a trust,
      actual or constructive, for the benefit of a Director or any organization
      recommended by a Director to receive a donation, or shall give, or be
      deemed to give, any Director or recommended Organization any interest in
      any assets of the Plan or the Company. If the Company elects to fund the
      Plan through life insurance policies, a participating Director agrees to
      cooperate and fulfill the enrollment requirements necessary to obtain
      insurance on his or her life.

8.    AMENDMENT OR TERMINATION

      The Board of Directors may amend, suspend, or terminate this Plan at any
      time without the consent of the Directors or former Directors
      participating in the Plan.

9.    ADMINISTRATION

      Except as otherwise specifically provided, the Plan shall be administered
      by the Company. The Company's determination with respect to any questions
      arising as to interpretation of the Plan shall be final, conclusive, and
      binding on all interested parties.

Amended by Board Resolution
July 16, 2002


                                       2



                                                                   Exhibit 10.33


       PHILLIPS PETROLEUM COMPANY DIRECTOR CHARITABLE CONTRIBUTION PROGRAM


         A)       The program shall be called the "Phillips Petroleum Company
                  Director Charitable Contribution Program" (the "Program").

         B)       All members of the Phillips Petroleum Company Board of
                  Directors who were Directors on February 6, 1997, and any
                  newly elected Director who becomes a Director after January 1,
                  1997, and who completes five consecutive years of Board
                  service is a participant in the Program.

         C)       Upon the death of a participating Director, payment shall be
                  made to the charity or charities designated by such Director
                  in the total amount of $100,000 per year for ten years.
                  Payments to the charities designated by a participating
                  Director shall commence in the year of the Director's death if
                  possible, and in no event later than 180 days of the
                  Director"s death, and shall be funded by the Company.

         D)       Charities designated by Directors must be tax-exempt under
                  Section 501(c)(3) of the Internal Revenue Code. Contributions
                  paid by the Company under the Program are conditioned upon the
                  contributions being deductible from taxable income for
                  purposes of federal and other income taxes payable by the
                  Company.

         E)       Subject to Section D, contributions to the charities
                  designated by a Director and requested to be irrevocable, will
                  become irrevocable upon the earliest of (a), (b) or (c) below,
                  and contributions to all charities designated by a Director
                  will become irrevocable upon the earlier of (a) or (b) below:

                  (a)  The election by the Company, in its sole discretion,
                       within one year of the date of the request by the
                       Director that the Company make an irrevocable commitment
                       of a future contribution to the designated charity,

                  (b)  The death of the Director, or

                  (c)  The occurrence of any of the events listed in the
                       definition of "Coverage Date" under the Workforce
                       Stabilization Plan of Phillips Petroleum Company.




         F)       The Company is authorized to obtain life insurance on each
                  Director as a source of funding for the Program. The amount of
                  insurance to be obtained on each Director shall be $1 million.
                  If any Director is not insurable, sufficient insurance will be
                  obtained on the remaining insurable Directors to obtain an
                  aggregate amount of insurance equal to $1 million on all
                  Directors.

         G)       Phillips Petroleum Company shall be the owner and beneficiary
                  of all policies obtained under the Program.

         H)       Insurance shall be underwritten by companies with a minimum
                  A.M. Best rating of A++ or Standard and Poors rating of AAA.

         I)       The Program shall be administered by the Executive Officer
                  responsible for Human Resources.


                                                                   Exhibit 10.34


                                 CONOCOPHILLIPS
                            INDEMNIFICATION AGREEMENT

            This Indemnification Agreement (this "Agreement"), made and entered
into as of the 1st day of March, 2003, by and between ConocoPhillips, a Delaware
corporation originally incorporated under the name ConocoPhillips (the
"Company"), and [*Name of Director*] ("Indemnitee").

                              W I T N E S S E T H:

            WHEREAS, Indemnitee is currently serving or is about to begin
serving as a Director of the Company and in the future may serve in some other
Corporate Status, and Indemnitee is willing, subject to, among other things, the
Company's execution and performance of this Agreement, to continue in or assume
such capacity or capacities; and

            WHEREAS, the By-laws of the Company provide that the Company shall
indemnify and advance expenses to all directors of the Company in the manner set
forth therein and to the fullest extent permitted by applicable law, and the
Company's Certificate of Incorporation provides for limitation of liability for
directors; and

            WHEREAS, in order to induce Indemnitee to provide services as
contemplated hereby, the Company has deemed it to be in its best interest to
enter into this Agreement with Indemnitee;

            NOW, THEREFORE, in consideration of Indemnitee's agreement to
provide services to the Company and/or certain of its affiliates as contemplated
hereby, the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto stipulate and agree as follows:

                                    ARTICLE I
                               Certain Definitions

            As used herein, the following words and terms shall have the
following respective meanings (whether singular or plural):

            "Change of Control" means a change in control of the Company after
the date Indemnitee acquired his or her Corporate Status, which shall be deemed
to have occurred in any one of the following circumstances occurring after such
date: (i) there shall have occurred an event required to be reported with
respect to the Company in response to Item 6(e) of Schedule 14A of Regulation
14A (or in response to any similar item or any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), regardless of whether the Company is then subject to such reporting
requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) shall have become the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of the Company's
then outstanding voting securities; (iii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, and
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
of the Company or the ultimate parent entity resulting from or


                                       1

after such transaction or event; or (iv) individuals who at the beginning of
such period constituted the Board of Directors (including, for this purpose, any
new director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.

            "Corporate Status" describes the status of Indemnitee as a Director
of the Company, or as a person who is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary of another company
or of a partnership, limited liability company, association, joint venture,
trust or employee benefit plan maintained or sponsored by the Company, or other
enterprise or as a person who consented to be nominated to any of the forgoing
positions.

            "Court" means the Court of Chancery of the State of Delaware.

            "Director" means a non-employee director of the Company.

            "DGCL" means the Delaware General Corporation Law.

            "Expenses" shall include all attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

            "Independent Counsel" means a law firm, or a member of a law firm,
or an independent practicing attorney that is experienced in matters of
corporate law, and who or which, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Company or the claimant in an action to determine the claimant's
rights under this Agreement.

            "Matter" is a claim, an inquiry, an issue, or other substantial
request for relief.

            "Proceeding" includes any threatened, pending or completed action,
claim, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding arising from or in any way
related to the Corporate Status of Indemnitee (whether or not at the time of
such Proceeding Indemnitee has such Corporate Status), whether civil (including
intentional and unintentional tort claims), criminal, administrative or
investigative and whether instituted by or on behalf of the Company or any other
party, or any inquiry or investigation that Indemnitee in good faith believes
might lead to the institution of any such action, suit or other proceedings
hereinabove listed, except such as is initiated by Indemnitee pursuant to
Section 6.1 of this Agreement to enforce Indemnitee's rights under this
Agreement.

                                   ARTICLE II
                             Services by Indemnitee

            Section 2.1. Services by Indemnitee. Indemnitee agrees to serve or
continue to serve in his or her current capacity a Director of the Company.
Indemnitee may also agree to serve (the agreement so to serve being in the sole
discretion of Indemnitee), as the Company may request from time to time, as a
director, officer, employee, agent or fiduciary of any other company,
partnership, limited liability company, association, joint venture, trust or
other


                                       2

enterprise in which the Company has an interest. Indemnitee and the Company each
acknowledge that they have entered into this Agreement as a means of inducing
Indemnitee to serve (or continue to serve) the Company in such capacities.
Indemnitee may at any time and for any reason resign from such position or
positions (subject to any other contractual obligation or any obligation imposed
by operation of law). The Company shall have no obligation under this Agreement
to continue Indemnitee in any such position for any period of time and shall not
be precluded by the provisions of this Agreement from removing Indemnitee from
any such position at any time.

                                   ARTICLE III
                                 Indemnification

            Section 3.1. General. Subject to Articles IV and V, if Indemnitee
was or is a party or is threatened to be made a party to any Proceeding, the
Company shall, to the fullest extent permitted by applicable law, indemnify and
hold Indemnitee harmless from and against any and all losses, liabilities,
claims, damages, judgments, fines, penalties, amounts paid in settlement
(subject to Section 7.2) and Expenses (including all interest, assessments and
other charges paid or payable in connection with or in respect of such listed
items), whatsoever incurred in connection with such Proceeding.

            Section 3.2. Claims Initiated by Indemnitee. Notwithstanding
anything to the contrary set forth herein, prior to a Change of Control,
Indemnitee shall not be entitled to indemnification (including any advancement
of Expenses) pursuant to this Agreement in connection with any Proceeding
initiated or claim made by Indemnitee, unless either (i) the Board of Directors
has authorized or consented to the initiation of such Proceeding or the making
of such claim or (ii) such Proceeding or claim seeks to enforce Indemnitee's
rights under this Agreement.

                                   ARTICLE IV
                             Advancement of Expenses

            Section 4.1. Advances. In the event of any threatened or pending
Proceeding in which Indemnitee is a party or is involved and that may give rise
to a right of indemnification under this Agreement, following written request to
the Company by Indemnitee, the Company shall pay to Indemnitee, within 10 days
of such request, amounts to cover Expenses incurred by Indemnitee in such
Proceeding in advance of its final disposition upon the receipt by the Company
of (i) a written undertaking executed by or on behalf of Indemnitee providing
that Indemnitee will repay the advance if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Company as provided in this
Agreement and (ii) satisfactory evidence as to the amount of such Expenses.

            Section 4.2. Repayment of Advances or Other Expenses. Indemnitee
agrees that Indemnitee shall reimburse the Company for all Expenses advanced by
the Company pursuant to Section 4.1 in the event and only to the extent that it
shall be determined pursuant to the provisions of this Agreement or by final
judgment or other final adjudication under the provisions of any applicable law
(as to which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee is not entitled to be indemnified by the Company for such Expenses.

            Section 4.3. Reimbursement for Non-Party Expenses. To the extent
that the Indemnitee is a witness in any Proceeding in which the Indemnitee is
not a party or threatened to


                                       3

be made a party, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection
therewith.

                                    ARTICLE V
                   Procedure for Determination of Entitlement
                               to Indemnification

            Section 5.1. Request for Indemnification. To obtain indemnification,
Indemnitee shall submit to the Secretary of the Company a written claim or
request. The Secretary of the Company shall promptly advise the Board of
Directors of such request. All determinations and payments with respect to
indemnification shall be made as promptly as practicable.

            Section 5.2. Determination of Entitlement; No Change of Control. If
there has been no Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined in
accordance with clauses (1), (2), or (3) of Section 145(d) of the DGCL. If
entitlement to indemnification is to be determined by Independent Counsel
pursuant to Section 145(d) of the DGCL, the Company shall furnish written notice
to Indemnitee within 10 days after receipt of the request for indemnification,
specifying the identity and address of Independent Counsel. The Indemnitee may,
within 10 days after such written notice of selection shall have been given,
deliver to the Company a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of "Independent Counsel" as
defined in Article I, and the objection shall set forth with particularity the
factual basis of such assertion. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If (i) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to this Section
and (ii) within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 5.1, no Independent Counsel shall have been
selected and not objected to, the Company or Indemnitee may petition the Court
for resolution of any objection which shall have been made by Indemnitee to the
Company's selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the petitioned Court or by such
other person as the petitioned Court shall designate, and the person with
respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under this Section. If (i) Independent Counsel does
not make any determination respecting Indemnitee's entitlement to
indemnification hereunder within 90 days after receipt by the Company of a
written request therefor and (ii) any judicial proceeding pursuant to Section
6.1 is then commenced, Independent Counsel shall be discharged and relieved of
any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).

            Section 5.3. Determination of Entitlement; Change of Control. If
there has been a Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined in
a written opinion by Independent Counsel selected by Indemnitee. Indemnitee
shall give the Company written notice advising of the identity and address of
the Independent Counsel so selected. The Company may, within 10 days after such
written notice of selection shall have been given, deliver to the Indemnitee a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Article I, and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is


                                       4

withdrawn or a court has determined that such objection is without merit. If (i)
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to this Section and (ii) within 20 days after submission by
Indemnitee of a written request for indemnification pursuant to Section 5.1, no
Independent Counsel shall have been selected and not objected to, the Company or
the Indemnitee may petition the Court for resolution of any objection which
shall have been made by the Company to Indemnitee's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the petitioned Court or by such other person as the petitioned Court shall
designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under this Section. If
(i) Independent Counsel does not make any determination respecting Indemnitee's
entitlement to indemnification hereunder within 90 days after receipt by the
Company of a written request therefor and (ii) any judicial proceeding or
arbitration pursuant to Section 6.1 is then commenced, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).

            Section 5.4. Presumptions and Burden of Proof; Procedures of
Independent Counsel. In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

            Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5.2 to determine entitlement to indemnification shall
not have made and furnished to Indemnitee in writing a determination within 60
days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification. The termination
of any Proceeding or of any Matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, or with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was unlawful. A person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan of
the Company shall be deemed to have acted in a manner not opposed to the best
interests of the Company.

            For purposes of any determination hereunder, a person shall be
deemed to have acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, or, with respect
to any criminal action or Proceeding, to have had no reasonable cause to believe
his or her conduct was unlawful, if his or her action is based on good faith
reliance on the records or books of account of the Company or another enterprise
or on information supplied to him or her by the officers of the Company or
another enterprise in the course of their duties or on the advice of legal
counsel for the Company or another enterprise or on information or records given
or reports made to the Company or another enterprise by an independent
accountant or by an appraiser or other expert selected with reasonable care by
the Company or another enterprise. The term "another enterprise" as used in this
Section shall mean any other corporation or any partnership, limited liability
company, association, joint venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at the request of the Company
as a director, officer, employee or agent. The provisions of this


                                       5

paragraph shall not be deemed to be exclusive or to limit in any way the
circumstances in which an Indemnitee may be deemed to have met the applicable
standards of conduct for determining entitlement to rights under this Agreement.

            Section 5.5. Independent Counsel Expenses. The Company shall pay any
and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Article and in any proceeding to which it is a party or witness
in respect of its investigation and written report and shall pay all reasonable
fees and expenses incident to the procedures in which such Independent Counsel
was selected or appointed. No Independent Counsel may serve if a timely
objection has been made to his or her selection until a court has determined
that such objection is without a reasonable basis.

                                   ARTICLE VI
                         Certain Remedies of Indemnitee

            Section 6.1. Adjudication. In the event that (i) a determination is
made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to
indemnification under this Agreement; (ii) advancement of Expenses is not timely
made pursuant to Section 4.1; (iii) Independent Counsel is to determine
Indemnitee's entitlement to indemnification hereunder, but does not make that
determination within 90 days after receipt by the Company of the request for
that indemnification; or (iv) payment of indemnification is not made within 10
days after a determination of entitlement to indemnification has been made or
deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall
be entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of Indemnitee's entitlement to
such indemnification or advancement of Expenses. In the event that a
determination shall have been made that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 6.1
shall be conducted in all respects as a de novo trial on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding commenced pursuant to this Section 6.1, the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise.

            The Company shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 6.1 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable, and shall
stipulate in any such proceeding that the Company is bound by all provisions of
this Agreement. In the event that Indemnitee, pursuant to this Section 6.1,
seeks a judicial adjudication to enforce Indemnitee's rights under, or to
recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company against,
any and all Expenses actually and reasonably incurred by Indemnitee in such
judicial adjudication, regardless of whether Indemnitee prevails therein, and
(ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is
not entitled to indemnification under this Agreement shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expenses
advanced pursuant to Section 4.1 until it shall be determined by final judgment
or other final adjudication under the provisions of any applicable law (as to
which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee is not entitled to be indemnified by the Company for such Expenses.


                                       6


                                   ARTICLE VII
                          Participation by the Company

            Section 7.1. Participation by the Company; No Change of Control. If
there has been no Change of Control at the time Indemnitee notifies the Company
of the commencement of a Proceeding, the Company will be entitled to participate
therein at its own expense and, except as otherwise provided below, to the
extent that it may wish, the Company (jointly with any other indemnifying party
similarly notified) will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee. After receipt of notice from the Company
to Indemnitee of the Company's election so to assume the defense thereof, the
Company will not be liable to Indemnitee under this Agreement for any legal or
other Expenses subsequently incurred by Indemnitee in connection with the
defense thereof other than reasonable costs of investigation, Expenses incurred
in being or preparing to be a witness or in assisting, at the request of the
Company, with the defense, and as otherwise provided below. At the request of
the Company, Indemnitee agrees to use Indemnitee's reasonable efforts to assist
in such defense. Indemnitee shall have the right to employ Indemnitee's own
counsel in such Proceeding but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be
at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee
has been authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there is a conflict of interest between the Company and
Indemnitee in the conduct of the defense of such action or (iii) the Company
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel employed by Indemnitee
shall be subject to indemnification pursuant to the terms of this Agreement. The
Company shall not be entitled to assume the defense of any Proceeding brought in
the name of or on behalf of the Company or as to which Indemnitee shall have
made the conclusion provided for in (ii) above.

            Section 7.2. Settlements. Prior to a Change of Control, the Company
shall not be liable to indemnify Indemnitee under this Agreement for any amounts
paid in settlement of any action or claim effected without its written consent,
which consent shall not be unreasonably withheld. The Company shall not settle
any action or claim in any manner that would impose any limitation or
unindemnified penalty on Indemnitee without Indemnitee's written consent, which
consent shall not be unreasonably withheld.

                                  ARTICLE VIII
                                  Miscellaneous

            Section 8.1. Nonexclusivity of Rights. The rights of indemnification
and advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Company's Certificate of Incorporation, the Company's
By-laws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or any provision
hereof shall be effective as to any Indemnitee for acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Agreement shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason.

            Section 8.2. Insurance and Subrogation. The Company shall not be
liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if, but only to the extent that, Indemnitee has
otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.


                                       7


            In the event of any payment hereunder, the Company shall be
subrogated to the extent of such payment to all the rights of recovery of
Indemnitee, who shall execute all papers required and take all action reasonably
requested by the Company to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.

            Section 8.3. Acknowledgment of Certain Matters. Both the Company and
Indemnitee acknowledge that in certain instances, applicable law or public
policy may prohibit indemnification of Indemnitee by the Company under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake, by the Securities
and Exchange Commission, to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

            Section 8.4. Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

            Section 8.5. Waivers. The observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce such term only
by a writing signed by the party against which such waiver is to be asserted.
Unless otherwise expressly provided herein, no delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

            Section 8.6. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or
contemporaneous oral or written understandings or agreements with respect to the
matters covered hereby are superseded by this Agreement.

            Section 8.7. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

            Section 8.8. Notices. Promptly after receipt by Indemnitee of notice
of the commencement of any action, suit or proceeding, Indemnitee shall, if
Indemnitee anticipates or contemplates making a claim for expenses or an advance
pursuant to the terms of this Agreement, notify the Company of the commencement
of such action, suit or proceeding; provided, however, that any delay in so
notifying the Company shall not constitute a waiver or release by Indemnitee of
rights hereunder and that any omission by Indemnitee so to notify the Company
shall not relieve the Company from any liability that it may have to Indemnitee
otherwise than under this Agreement. Any communication required or permitted to
the Company shall be addressed to the Secretary of the Company and any such
communication to Indemnitee shall be addressed to Indemnitee's address as shown
on the Company's records unless Indemnitee specifies otherwise and shall be
personally delivered or delivered by overnight mail delivery. Any such notice
shall be effective upon receipt.


                                       8


            Section 8.9. Binding Effect. The provisions of this Agreement shall
be binding upon all successors and assigns of the Company (including any
transferee of all or substantially all of the company's assets and any successor
by merger or operation of law) and shall inure to the benefit of the personal
representatives and estate of the Indemnitee.

            Section 8.10. Governing Law. Jurisdiction. This Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware
without regard to any principles of conflict of laws that, if applied, might
permit or require the application of the laws of a different jurisdiction. The
Company agrees to the jurisdiction of the Court, and agrees that it is a
convenient forum, for the adjudication of any dispute with Indemnitee under this
Agreement.

            Section 8.11. Headings. The Article and Section headings in this
Agreement are for convenience of reference only, and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

            Section 8.12. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

            Section 8.13. Use of Certain Terms. As used in this Agreement, the
words "herein," "hereof," and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, section, subsection, shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

            IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.


                                            CONOCOPHILLIPS

                                            By: ________________________________
                                                Rick A. Harrington
                                                Senior Vice President, Legal,
                                                and General Counsel


                                            INDEMNITEE

                                            ____________________________________
                                            [Name of Director]


                                       9


                                                                 EXHIBIT 10.36.1

                           [LETTERHEAD OF CONOCO INC.]



July 22, 2002



Archie W. Dunham
600 N. Dairy Ashford
Houston, Texas  77070

RE:  Employment Agreement of November 18, 2001

Dear Mr. Dunham:

         Please refer to the Employment Agreement, dated as of November 18,
2001, between you, Conoco Inc. and ConocoPhillips. The capitalized terms in the
Agreement will have the same meaning here, unless otherwise specified.

         Under your Employment Agreement, ConocoPhillips (called "New Parent" in
the Agreement) has agreed to provide you the compensation and benefits described
in Section 2(b) of the Agreement, beginning on the Agreement Effective Date. By
signing this letter, you acknowledge and agree that ConocoPhillips will satisfy
this obligation by causing its wholly owned subsidiary administering the payroll
for former employees of Conoco Inc., to provide you the compensation and
benefits described in Section 2(b) of the Agreement.

                                                Sincerely,



                                                /s/ R. A. Harrington
                                                --------------------------------
                                                R. A. Harrington






/s/ Archie W. Dunham
- ----------------------------------
Archie W. Dunham


                                                                 Exhibit 10.39.1

                                    AMENDMENT

                                       TO

                              RABBI TRUST AGREEMENT

            This Amendment to the Trust Agreement (the "Trust Agreement")
between U.S. Trust Company, National Association (the "Trustee") and Conoco Inc.
(the "Company") is hereby entered into this 25th day of February, 2002 and shall
become effective March 1, 2002.

            WHEREAS, the Trust Agreement may be amended with respect to certain
matters pursuant to Section 12;

            NOW, THEREFORE, effective as of the date specified above, the
Company and Trustee hereby amend Section 15 of the Trust Agreement by adding the
following sentence to the end of the definition of "Change in Control" to read
as follows:

      "Notwithstanding any provision to the contrary, neither the transactions
      contemplated by the Agreement and Plan of Merger dated as of November 18,
      2001 to which Phillips Petroleum Company and the Company are parties, nor
      the approval of such transactions by the shareholders of either Phillips
      Petroleum Company or the Company, shall constitute a Change of Control for
      purposes of any provision of this Trust Agreement."

            IN WITNESS WHEREOF, the Company and the Trustee have signed this
amendment to the Trust Agreement as of the date first written above.


                                   CONOCO INC.

                                   By: /s/ R. W. Goldman
                                      ------------------------------------------
                                      R. W. Goldman
                                      Senior Vice President, Finance
                                      and Chief Financial Officer


                                   U.S. TRUST COMPANY, NATIONAL ASSOCIATION

                                   By: /s/ Charles E. Wert
                                      ------------------------------------------
                                   Title:  Executive Vice President
                                         ---------------------------------------


                                       1



                                                                      Exhibit 12


                  CONOCOPHILLIPS AND CONSOLIDATED SUBSIDIARIES
                                TOTAL ENTERPRISE
                Computation of Ratio of Earnings to Fixed Charges

Millions of Dollars ---------------------------------------------------- Years Ended December 31 ---------------------------------------------------- 2002 2001 2000 1999 1998 -------- ----- ----- ----- ---- (Unaudited) EARNINGS AVAILABLE FOR FIXED CHARGES Income from continuing operations before income taxes $ 2,164 3,255 3,748 1,178 407 Distributions less than equity in earnings of fifty-percent-or-less-owned companies 2 58 (30) (7) (19) Fixed charges, excluding capitalized interest* 850 501 481 396 314 - --------------------------------------------------------------------------------------------------------------------- $ 3,016 3,814 4,199 1,567 702 ===================================================================================================================== FIXED CHARGES Interest and expense on indebtedness, excluding capitalized interest $ 566 338 369 279 200 Capitalized interest 232 231 174 49 48 Preferred dividend requirements of subsidiary and capital trusts 38 53 53 53 53 Interest portion of rental expense 181 90 42 47 45 Interest expense relating to guaranteed debt of fifty-percent-or-less-owned companies 16 - - - - Interest expense relating to guaranteed debt of greater than fifty-percent-owned companies 3 - - - - - --------------------------------------------------------------------------------------------------------------------- $ 1,036 712 638 428 346 ===================================================================================================================== RATIO OF EARNINGS TO FIXED CHARGES 2.9 5.4 6.6 3.7 2.0 - ---------------------------------------------------------------------------------------------------------------------
*Includes amortization of capitalized interest totaling approximately $46 million in 2002, $20 million in 2001, $17 million each in 2000 and 1999, and $16 million in 1998. Earnings available for fixed charges include, if any, the company's equity in losses of companies owned less than fifty percent and having debt for which the company is contingently liable. Fixed charges include the company's proportionate share, if any, of interest relating to the contingent debt. Earnings available for fixed charges include, if any, 100 percent of the losses of companies owned greater than fifty percent that have debt for which the company is contingently liable. Fixed charges include 100 percent of interest and capitalized interest, if any, relating to the contingent debt.


                                                                      Exhibit 21


                     LIST OF SUBSIDIARIES OF CONOCOPHILLIPS

Listed below are subsidiaries of the registrant at December 31, 2002. Certain
subsidiaries are omitted since such subsidiaries considered in the aggregate do
not constitute a significant subsidiary.

State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Alpine Pipeline Company Delaware Armadillo Investors LLC Delaware Asamera Algeria Limited Alberta Asamera Minerals (U.S.) Inc. Colorado Asamera Oil (U.S.) Inc. Montana Asamera Resources Inc. Nevada Ashford Energy Capital S.A. Luxembourg AZL Resources, Inc. Arizona Aztec Catalyst Company Delaware Bantry Terminal Ltd Ireland Bayway Refining Company Delaware Border Resources Ltd. England Brandywine Industrial Gas Inc. Delaware BVLC, Inc. California C.S. Land, Inc. California Calcasieu Properties L.L.C. Delaware Calcasieu Shipping Corporation Delaware CGP Servicios Energeticos de Altamira, S. de R. L. de C. V. Mexico Circle K Enterprises Inc. Delaware Circle K Stores Inc. Texas Clearwater Ltd. Bermuda Cliffe Storage Limited England Clyde Netherlands B.V. Netherlands Clyde Petroleum (Investments) Limited England Clyde Petroleum (Management) Limited England Clyde Petroleum Exploratie B.V. Netherlands Clyde Petroleum Limited Scotland Comap, Inc. Delaware Conoco (Thailand) Company Limited Thailand Conoco A.G. Switzerland Conoco Africa Inc. Delaware Conoco Arctic Inc. Delaware Conoco Asia Ltd. Bermuda Conoco Asia Pacific Ltd. Delaware Conoco Asia Pacific Sdn. Bhd. Malaysia Conoco Asia Ventures Pte. Ltd. Singapore Conoco Austria Mineraloel GmbH Austria Conoco Brunei Ltd. Bermuda Conoco Capital Inc. Delaware Conoco Carbon and Minerals, Inc. Delaware
1
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Conoco Carbon Fibers Japan, KK Japan Conoco Center Inc. Delaware Conoco Central and Eastern Europe Holdings BV Netherlands Conoco Central Europe Inc. Delaware Conoco Cevolution Europe B.V. Netherlands Conoco Cevolution Germany GmbH Germany Conoco Colombia Ltd Bermuda Conoco Continental Holding GmbH Germany Conoco Coral Inc. Delaware Conoco Corporate Holdings L.P. Delaware Conoco Czech Republic s.r.o. Czech Republic Conoco Denmark Inc. Delaware Conoco Development Company Delaware Conoco Development II Inc. Delaware Conoco Development Services Inc. Delaware Conoco do Brazil Ltda. Brazil Conoco Drilling Inc. Delaware Conoco Egypt Inc. Delaware Conoco Energy Holdings Nigeria Ltd. Bermuda Conoco Energy Nigeria Limited Nigeria Conoco Energy Services Company Delaware Conoco Enterprises Inc. Delaware Conoco Equity Investments Inc. Delaware Conoco Este Pipeline Company Delaware Conoco EurAsia Inc. Delaware Conoco Exploration & Production Nigeria Limited Nigeria Conoco Finance Inc. Delaware Conoco Finance Services Inc. Delaware Conoco Foreign Sales Corporation Barbados Conoco Funding Company Novas Scotia Conoco Geisum Inc. Delaware Conoco Global Energy Company Delaware Conoco Global Power Assets Inc. Delaware Conoco Global Power Assets Sabine Inc. Delaware Conoco Global Power de Mexico, S. de R. L. de C. V. Mexico Conoco Global Power Development Deutschland GmbH Germany Conoco Global Power Development Espana SRL Spain Conoco Global Power Developments Inc. Delaware Conoco Global Power Development-Sabine Inc. Delaware Conoco Global Power Inc. Delaware Conoco Hungary Kft. Hungary Conoco Indonesia Holding Company Ltd. British Virgin Islands Conoco Indonesia Inc. Ltd. Bermuda Conoco International Petroleum Company Delaware Conoco Investment AG Switzerland Conoco Investments Norge A/S Norway
2
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Conoco Jet (Malaysia) Sdn. Bhd. Malaysia Conoco Jet Danmark A/S Denmark Conoco Jet Finland Oy Finland Conoco Jet Nordic AB Sweden Conoco Jet Norge A/S Norway Conoco Kuwait Services Inc. Delaware Conoco Lagia Offshore, Inc. Delaware Conoco Limited England Conoco Lubricant (India) Private Limited India Conoco Lubricants (Malaysia) Sdn. Bhd. Malaysia Conoco Mexico Servicios, S.A. de C.V. Mexico Conoco Mexico, S.A. de C.V. Mexico Conoco Middle East Gas Co. N.V. Netherland Antilles Conoco Middle East Ltd. Delaware Conoco Mineraloel GmbH Germany Conoco Mont Belvieu Holdings Inc. Delaware Conoco Nila Ltd. Bermuda Conoco Nordic Holding LLC Delaware Conoco Nordic Holdings AB Sweden Conoco Nordic Investment LP Delaware Conoco Nordic Limited Bermuda Conoco Norway Inc. Delaware Conoco Norway Properties Inc. Delaware Conoco NW Natuna Exploration & Production Ltd. Bermuda Conoco Offshore Pipe Line Company Delaware Conoco Operations (QLD) Pty Ltd. Australia Conoco Orinoco Inc. Delaware Conoco Peru Ltd. Bermuda Conoco Petcoke Far East Ltd. Delaware Conoco Petroleum Nigeria Limited Nigeria Conoco Petroleum Operations Inc. Delaware Conoco Phillips (96-20) Pty Ltd Western Australia Conoco Pipe Line Company Delaware Conoco Poland Sp. z.o.o. Poland Conoco Power Marketing Inc Delaware Conoco Sabah Ltd. Bermuda Conoco Services Company Delaware Conoco Services Ltd. Bermuda Conoco Shale Oil Inc. Delaware Conoco Shipping & Marine Development L.L.C. Marshall Islands Conoco Shipping Company Liberia Conoco Shipping Norge A/S Norway Conoco Shipping Norge Nr. 2 AS Norway Conoco Shipping Norge Nr. 3 AS Norway Conoco Shtokman Inc. Delaware Conoco Singapore Operations Pte. Limited Singapore
3
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Conoco Slovakia s.r.o. Slovic Republic Conoco South Sokang Holding Ltd. British Virgin Islands Conoco South Sokang Ltd. Bermuda Conoco Specialty Products Limited England Conoco Syria DEZ Gas Ltd. Bermuda Conoco Syria Ltd. Bermuda Conoco Timan-Pechora Ltd. Delaware Conoco Tobong Holding Ltd. British Virgin Islands Conoco Trading Company Delaware Conoco Trinidad (4a) B.V. Netherlands Conoco Trinidad (4b) B.V. Netherlands Conoco Trinidad Inc. Delaware Conoco U.K. Properties Inc. Delaware Conoco Venezuela B.V. Netherlands Conoco Venezuela C.A. Venezuela Conoco Venezuela E&P Ltd. Bermuda Conoco Venezuela Holding C.A. Venezuela Conoco Venezuela Ltd. Bermuda Conoco Venezuela Services B.V. Netherlands Conoco Warim B.V. Netherlands ConocoPhillips (00-21) Pty Ltd Western Australia ConocoPhillips (91-12) Pty Ltd Australia ConocoPhillips (91-13) Pty Ltd Western Australia ConocoPhillips (95-19) Pty Ltd Australia ConocoPhillips (96-16) Pty Ltd Australia ConocoPhillips (Aceh) Ltd. Bermuda ConocoPhillips (AIB) Ltd. Bermuda ConocoPhillips (GIB) Ltd. Bermuda ConocoPhillips (Glen) Limited England ConocoPhillips (Grissik) Ltd. Bermuda ConocoPhillips (Kakap) Ltd. Bermuda ConocoPhillips (Ketapang) Ltd. Bermuda ConocoPhillips (Pangkah) Ltd. Bermuda ConocoPhillips (Ramba) Ltd. Bermuda ConocoPhillips (Sakakemang) Ltd. Bermuda ConocoPhillips (South Jambi) Ltd. Bermuda ConocoPhillips (Tungkal) Ltd. Bermuda ConocoPhillips (U.K.) Alpha Limited England ConocoPhillips (U.K.) Beta Limited England ConocoPhillips (U.K.) Eta Limited England ConocoPhillips (U.K.) Gama Limited England ConocoPhillips (U.K.) Lambda Limited Ireland ConocoPhillips (U.K.) Limited England ConocoPhillips (U.K.) Theta Limited England ConocoPhillips (U.K.) Zeta Limited England
4
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- ConocoPhillips Alaska, Inc. Delaware ConocoPhillips Australia Gas Holdings Pty Ltd Western Australia ConocoPhillips Australia Pty Ltd Western Australia ConocoPhillips Aviation Services LLC Texas ConocoPhillips Banyumas Holding Ltd. British Virgin Islands ConocoPhillips Canada (East) Limited Canada ConocoPhillips Canada (North) Limited Canada ConocoPhillips Canada Energy Partnership Alberta ConocoPhillips Canada Limited New Brunswick ConocoPhillips Canada Resources Corp. Nova Scotia ConocoPhillips Communications Inc. Delaware ConocoPhillips Company Delaware ConocoPhillips Developments Limited England ConocoPhillips Energy Asia Inc. Delaware ConocoPhillips Energy Marketing Corp. Delaware ConocoPhillips European Power Limited England ConocoPhillips Holding Company Delaware ConocoPhillips Holdings Limited England ConocoPhillips International Inc. Delaware ConocoPhillips JPDA Pty Ltd Western Australia ConocoPhillips Nila Holding Ltd. British Virgin Islands ConocoPhillips Norge Delaware ConocoPhillips Oil (GB) Limited United Kingdom ConocoPhillips Oil Trading Limited United Kingdom ConocoPhillips Oilsands Partnership Alberta ConocoPhillips Oilsands Partnership II Alberta ConocoPhillips Petroleum Chemicals U.K. Limited United Kingdom ConocoPhillips Petroleum Company U.K. Limited United Kingdom ConocoPhillips Petroleum International Corporation Denmark Cayman Islands ConocoPhillips Petroleum Limited England ConocoPhillips Petroleum UK Investment Corporation Delaware ConocoPhillips Pipeline Australia Pty Ltd Western Australia ConocoPhillips Power Operations Limited England ConocoPhillips Sakakemang Holding Ltd. British Virgin Islands ConocoPhillips Services Inc. Delaware ConocoPhillips Specialty Products Inc. Delaware ConocoPhillips STL Pty Ltd Western Australia ConocoPhillips Surmont Partnership Canada ConocoPhillips Tobong Ltd. Bermuda ConocoPhillips Treasury Limited England ConocoPhillips WA-248 Pty Ltd Western Australia ConocoPhillips Western Canada Partnership Alberta Cono-Services Inc. Delaware Conoven Holding Ltd. British Virgin Islands Continental Mid Delta Petroleum Company Delaware Continental Netherlands Oil Company B.V. Netherlands
5
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Continental Oil Company Delaware Continental Oil Company (Nederland) B.V. Netherlands Continental Oil Company of Italy Delaware Continental Oil Company of Niger Delaware Continental Oil Company of Nigeria Delaware Continental Pipe Line Company Delaware COP Holdings Limited England Crestar Energy Holdings Ltd. Bermuda CRS Resources (Ecuador) LDC Cayman Islands Crusader (Ireland) Pty. Ltd. Australia Crusader Inc. Delaware CSPL Holdings Limited England Danube Insurance Ltd. Bermuda Darwin LNG Pty Ltd Australia Douglas Oil Company of California California Du Pont E&P No. 1 B.V. Netherlands Dubai Petroleum Company Delaware Eagle Sun Company Limited Liberia East Boston Terminal Company Delaware Emerald Shipping Corporation Delaware Emet Pty Ltd Australia F.P.S.O. Development Ltd. Bermuda Four Star Beverage Company Inc. Texas Four Star Holding Company, Inc. Texas Frontier Deepwater Drilling Inc. Delaware Gas Natural del Guasare Ltd Liberia GCRL Energy Ltd. Colorado GCRL Holdings Inc. Delaware GCRL Marketing Ltd. Delaware Golden Valley Pipeline Company California Gulf Canada Tunisia Ltd. Alberta Gulf Energy Asia Pte Ltd. Singapore Gulf Expro Limited Scotland Gulf Petroleum (Australia) Pty Ltd. Australia Gulf Resources (Calik) Ltd. Alberta Gulf Resources (Halmahera) Ltd. Alberta Gulf Resources (Jambieor) Ltd. Barbados Gulf Resources (Merangin) Ltd. Alberta Gulf Resources (NW Natuna) Ltd. Alberta Gulf Resources (Sakala Timur) Ltd. Alberta Gulf Resources (Sebuku) Ltd. Alberta Gulf Resources (West Natuna) Ltd. Alberta Hotel Phillips Mgmt. Company Oklahoma Immingham CHP LLP England Immingham Energy Limited England Interkraft Handel GmbH Germany
6
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- International Colin Energy Corporation Alberta International Energy Insurance Limited Bermuda International Energy Limited Bahamas International Petroleum Sales Inc. Panama Irish Petroleum Company Limited Ireland Irish Refining Limited Ireland Jet Tankstellen-Betriebs-GmbH Germany Jet/Jiffy Shops Limited Thailand Kayo Oil Company Delaware Kenai LNG Corporation Delaware Kenai Tankers LLC Delaware Kuparuk Pipeline Company Delaware Lantri Investments B.V. Netherlands Leland Energy Partnership Alberta Linden Urban Renewal Limited Partnership New Jersey Lobo Inc. Delaware Lobo Pipeline Company L.P. Delaware Longhorn Pipeline Company Delaware Louisiana Gas System Inc. Delaware Lubricantes 76 Mexico, S.A. de C.V. Mexico Manassas Terminal Company Delaware Marcus Hook Refining Company Delaware Maspher Investments B.V. Netherlands Norske Conoco A/S Norway North Gillette Coal Company Nevada NW Natuna Holding Company British Virgin Islands Oliktok Pipeline Company Delaware Pacific Pipelines, Inc Delaware Peerless Insurance Company Limited Barbados Petco Enterprises Ltd. Japan Petroleum Transmission Co Calgary Petroz (International) Pty Ltd Australia Petroz (Timor Sea) Pty Ltd Australia Petroz (ZOCA 91-08) Pty Ltd Australia Petroz Bentu LDC Cayman Islands Petroz Korinci Baru LDC Cayman Islands Petroz N.L. Australia Phillips 66 Capital I Delaware Phillips 66 Capital II Delaware Phillips Africa Exploration, Ltd. Liberia Phillips Alaska Holdings, Inc. Delaware Phillips Alaska Natural Gas Corporation Delaware Phillips Alaska Receivables Company, LLC Delaware Phillips Alpine Alaska, LLC Delaware Phillips Angola Offshore Ltd. Cayman Islands Phillips Australasia Exploration Co. Liberia
7
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Phillips Caspian, Ltd. Liberia Phillips Chemical Holdings Company Delaware Phillips China Inc. Liberia Phillips Coal Company Nevada Phillips Deepwater Exploration Nigeria Limited Nigeria Phillips Expatriate Services Company Delaware Phillips Exploration Angola, Ltd. Liberia Phillips Exploration Azerbaijan, Ltd. Cayman Islands Phillips Exploration Nigeria Limited Nigeria Phillips Gas Company Delaware Phillips Gas Company Shareholder, Inc. Delaware Phillips Gas Investment Company Delaware Phillips Gas Marketing Company Delaware Phillips Gas Pipeline Company Delaware Phillips Gas Supply Corporation Delaware Phillips Indonesia Inc. Delaware Phillips International Investments, Inc. Delaware Phillips Investment Company Nevada Phillips LNG Middle East Ltd. Cayman Islands Phillips LNG Ventures Limited Liberia Phillips Mexico LNG, LLC Delaware Phillips New Ventures, Ltd. Cayman Islands Phillips Oil Company (Nigeria) Ltd. Nigeria Phillips Oil Company Australia Liberia Phillips Petroleum (96-16) Pty Ltd Australia Phillips Petroleum (96-20) Pty Ltd Western Australia Phillips Petroleum (BTC) Ltd. Cayman Islands Phillips Petroleum Africa, Ltd. Liberia Phillips Petroleum Arabia (CV1) Limited Cayman Islands Phillips Petroleum Arabia, Ltd. Liberia Phillips Petroleum Argentina S.A. Argentina Phillips Petroleum Asia Ventures, Ltd. Liberia Phillips Petroleum Bohai Limited Bahamas Phillips Petroleum Borneo, Ltd. Liberia Phillips Petroleum Canada Ltd. New Brunswick Phillips Petroleum Company Algeria Delaware Phillips Petroleum Company Andes Delaware Phillips Petroleum Company Cameroon Delaware Phillips Petroleum Company Indonesia Delaware Phillips Petroleum Company Ireland Delaware Phillips Petroleum Company Kuwait Cayman Islands Phillips Petroleum Company Niugini Delaware Phillips Petroleum Company Western Hemisphere Delaware Phillips Petroleum Do Brasil Ltda. Brazil Phillips Petroleum Eurasia, Ltd. Liberia
8
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Phillips Petroleum Europe Exploration Ltd. Liberia Phillips Petroleum Greenland A/S Greenland Phillips Petroleum International Corporation Delaware Phillips Petroleum International Corporation Italy Liberia Phillips Petroleum International Corporation Somalia Liberia Phillips Petroleum International Investment Company Delaware Phillips Petroleum International, Limited Japan Phillips Petroleum Kazakhstan, Ltd. Liberia Phillips Petroleum Kuwait, Ltd. Liberia Phillips Petroleum Latin America, Ltd. Liberia Phillips Petroleum Middle East, Ltd. Liberia Phillips Petroleum Mudayy, Ltd. Liberia Phillips Petroleum Norsk A/S Norway Phillips Petroleum Oman, Ltd. Liberia Phillips Petroleum Pension Trustees Limited United Kingdom Phillips Petroleum Peru Ltd. Liberia Phillips Petroleum Resources, Ltd. Delaware Phillips Petroleum Russia, Ltd. Delaware Phillips Petroleum Sisimiut A/S Greenland Phillips Petroleum South Africa, Ltd. Liberia Phillips Petroleum T&T, Ltd. Liberia Phillips Petroleum Timor Sea Inc. Delaware Phillips Petroleum Timor Sea Pty Ltd New South Wales Phillips Petroleum Worldwide Gas, Ltd. Cayman Islands Phillips Petroluem International Corporation Venezuela Liberia Phillips Pipe Line Company Delaware Phillips Pt. Arguello Production Company Delaware Phillips Receivables Company II, LLC Delaware Phillips Receivables Company, LLC Oklahoma Phillips Retail Marketing Company Delaware Phillips Singapore Private Limited Singapore Phillips STL Ventures Inc. Delaware Phillips Texas Pipeline Company, Ltd. Texas Phillips Transportation Alaska, Inc. Delaware Phillips Utility Gas Corporation Delaware Phillips-New Mexico Partners, L.P. Delaware Phillips-San Juan Partners, L.P. Delaware Polar Tankers Spill Response Company Delaware Polar Tankers, Inc Delaware Pontoon (Timor Sea) Pty Ltd Australia Pontoon N.L. Australia Projet Malaysia Sdn. Bhd. Malaysia R.A.Z. Properties, Inc. California Raptor Facilities Inc. Delaware Raptor Gas Transmission LLC Delaware Raptor Natural Pipeline LLC New Mexico
9
State or Jurisdiction in Which Subsidiary Was Name of Company Incorporated or Organized - --------------- ------------------------- Raptor Natural Plains Marketing LLC Delaware Rocky Mountain Investment & Antique Company Wyoming Ronany Limited North Ireland San Jacinto Service Company Delaware Seagas Pipeline Company Delaware Seminole Fertilizer Corporation Delaware Siam Conoco Land Ltd. Thailand Siam Conoco Terminal Co., Ltd. Thailand Smile Loyalty Limited England Societe Europeenne Des Carburants (SECA) Belgium Sooner Insurance Brokers Limited Bermuda Sooner Insurance Company Vermont SRW Cogeneration Limited Partnership Delaware Stampeder Acquisition (No. 2) Ltd. Canada Stampeder Acquisition Ltd. Canada Stampeder Energy (U.S.) Inc. Delaware Stampeder Exploration Ltd. Canada Statoil Vietnam AS Norway Sweeny Coker Investor Sub, Inc. Delaware The Circle K Corporation Delaware The Largo Company Delaware The Oil Shale Corporation Delaware The Standard Shale Products Company Colorado TMC Franchise Corporation Arizona Tosco Canada Ltd. Yukon Territory Tosco Corporation Nevada Tosco Europe Limited United Kingdom Tosco Operating Company, Inc. Delaware Tosco Pipeline Company Delaware Tosco Trading, Transportation and Supply, Inc. Delaware TPC Pipe Line Company Delaware TS, Inc. Georgia Union Pipeline Company (California) California Wabiskaw Explorations Ltd. Canada WesTTex 66 Pipeline Company Delaware World Wide Transport, Inc. Liberia 3067047 Novia Scotia Company Nova Scotia 362084 Alberta Inc. Alberta 3793885 Canada Ltd. Canada 534404 Alberta Ltd. Alberta 66 Pipe Line Company Delaware 758350 Alberta Inc. Alberta 942819 Alberta ltd. Alberta
10


                                                                      Exhibit 23


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference of our report dated March 24, 2003,
with respect to the consolidated financial statements, condensed consolidating
financial information and schedule of ConocoPhillips included in the Annual
Report (Form 10-K) for the year ended December 31, 2002, in the following
registration statements and related prospectuses.


ConocoPhillips Form S-3       File No. 333-101187

ConocoPhillips Form S-8       File No. 333-98681


                                                    /s/ Ernst & Young LLP

                                                        ERNST & YOUNG LLP

Houston, Texas
March 24, 2003






                                                                    Exhibit 99.1


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of ConocoPhillips (the company) on
Form 10-K for the period ending December 31, 2002, as filed with the U.S.
Securities and Exchange Commission on the date hereof (the Report), I, J. J.
Mulva, President and Chief Executive Officer of ConocoPhillips, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the company.


Date: March 24, 2003


                                                     /s/ J. J. Mulva
                                           -------------------------------------
                                                         J. J. Mulva
                                           President and Chief Executive Officer


A signed original of this written statement required by Section 906 has been
provided to ConocoPhillips and will be retained by ConocoPhillips and furnished
to the Securities and Exchange Commission or its staff upon request.



                                                                    Exhibit 99.2


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of ConocoPhillips (the company) on
Form 10-K for the period ending December 31, 2002, as filed with the U.S.
Securities and Exchange Commission on the date hereof (the Report), I, John A.
Carrig, Executive Vice President, Finance, and Chief Financial Officer of
ConocoPhillips, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the company.


Date: March 24, 2003


                                               /s/ John A. Carrig
                                    --------------------------------------------
                                                   John A. Carrig
                                    Executive Vice President, Finance, and Chief
                                                  Financial Officer



A signed original of this written statement required by Section 906 has been
provided to ConocoPhillips and will be retained by ConocoPhillips and furnished
to the Securities and Exchange Commission or its staff upon request.



                                                                    Exhibit 99.3


                                 CONOCOPHILLIPS
              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2002


Basis of Presentation

The following Unaudited Pro Forma Combined Statement of Operations has been
prepared to illustrate the estimated effect of the merger between ConocoPhillips
Company (formerly Phillips Petroleum Company (Phillips)) and ConocoPhillips
Holding Company (formerly Conoco Inc. (Conoco)). The Unaudited Pro Forma
Combined Statement of Operations for the year ended December 31, 2002, was
prepared assuming the merger occurred January 1, 2002.

This pro forma financial information is not intended to reflect the results of
operations which would have actually resulted had the merger been effective on
the date indicated. Moreover, this pro forma information is not intended to be
indicative of the results of operations which may be achieved by ConocoPhillips
in the future. The pro forma adjustments use estimates and assumptions based on
currently available information. Management believes that the estimates and
assumptions are reasonable, and that the significant effects of the transactions
are properly reflected. However, actual results may materially differ from this
pro forma financial information.

The preliminary purchase price allocation is subject to revision as more
detailed analysis is completed and additional information on the fair value of
Conoco's assets and liabilities becomes available. Final purchase accounting
adjustments may therefore differ from the pro forma adjustments presented here.

                                        1


- ---------------------------------------------------------------------------------------------------------------------------------- Unaudited Pro Forma Combined ConocoPhillips Statement of Operations Millions of Dollars ----------------------------------------------------------------------------------------------- Eight Pro Forma Historical Adjusted Months Purchase ConocoPhillips Non-Recurring Historical Historical Accounting Pro Forma Year Ended December 31, 2002 As Reported, Charges* ConocoPhillips Conoco** Adjustments ConocoPhillips -------------- ------------- -------------- ---------- ----------- -------------- REVENUES Sales and other operating revenues $ 56,748 - 56,748 23,844 (16)(b) 80,576 Equity in earnings of affiliates 261 - 261 212 (21)(c) 452 Other income 215 - 215 190 - 405 - ---------------------------------------------------------------------------------------------------------------------------------- Total Revenues 57,224 - 57,224 24,246 (37) 81,433 - ---------------------------------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES Purchased crude oil and products 37,823 - 37,823 14,013 (8)(b) 51,828 Production and operating expenses 4,988 (381) 4,607 1,924 (15)(b) 6,516 Selling, general and administrative expenses 1,660 (379) 1,281 546 - 1,827 Exploration expenses 592 - 592 273 - 865 Depreciation, depletion and amortization 2,223 - 2,223 1,203 (110)(c) 3,380 64(d) Impairments 177 - 177 - - 177 Taxes other than income taxes 6,937 - 6,937 5,187 - 12,124 Accretion on discounted liabilities 22 - 22 - 10(e) 32 Interest and debt expense 566 - 566 341 (66)(f) 841 Foreign currency transaction (gains) losses 24 - 24 18 - 42 Preferred dividend requirements of capital trusts and minority interests 48 - 48 29 - 77 - ---------------------------------------------------------------------------------------------------------------------------------- Total Costs and Expenses 55,060 (760) 54,300 23,534 (125) 77,709 - ---------------------------------------------------------------------------------------------------------------------------------- Income from continuing operations before income taxes 2,164 760 2,924 712 88 3,724 Provision for income taxes 1,450 203 1,653 550 44(g) 2,247 - ---------------------------------------------------------------------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS (a) $ 714 557 1,271 162 44 1,477 ================================================================================================================================== INCOME FROM CONTINUING OPERATIONS PER SHARE Basic $ 1.48 2.64 2.18 Diluted 1.47 2.62 2.17 - ---------------------------------------------------------------------------------------------------------------------------------- AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS) Basic 482,082 482,082 677,482 Diluted 485,505 485,505 681,616 - ----------------------------------------------------------------------------------------------------------------------------------
See Notes to Unaudited Pro Forma Financial Statement. *Adjusted to exclude non-recurring charges directly related to the merger, including the write-down of acquired in-process research and development costs ($246 million both before and after tax, excluded from production and operating expenses), and work force reduction and other charges ($514 million before tax, $311 million after tax-- $135 million before tax excluded from production and operating expenses and $379 million before tax excluded from selling, general and administrative expenses). **Certain amounts have been reclassified to conform to ConocoPhillips' presentation. 2 - -------------------------------------------------------------------------------- NOTES TO UNAUDITED PRO FORMA CONOCOPHILLIPS COMBINED STATEMENT OF OPERATIONS (a) On August 30, 2002, the U.S. Federal Trade Commission (FTC) accepted for public comment an Agreement Containing Consent Orders (Consent Agreement) that permitted Conoco and Phillips to close the merger. This Consent Agreement included a proposed Decision and Order that required, among other things, the divestiture of specified Conoco and Phillips assets. These assets include: o Phillips' Woods Cross business unit, which includes the Woods Cross, Utah, refinery and associated Phillips motor fuel marketing operations (both retail and wholesale) in Utah, Idaho, Wyoming, and Montana, as well as Phillips' 50 percent interests in two refined products terminals in Boise and Burley, Idaho; o Conoco's Commerce City, Colorado, refinery; o Phillips' Colorado motor fuel marketing operations (both retail and wholesale); o Phillips' refined products terminal in Spokane, Washington; o Phillips' propane terminal assets at Jefferson City, Missouri, and East St. Louis, Illinois, which include the propane portions of these terminals and the customer relationships and contracts for the supply of propane therefrom; o Certain of Conoco's midstream natural gas gathering and processing assets in southeast New Mexico; and o Certain of Conoco's midstream natural gas gathering assets in West Texas. These operations are excluded from income from continuing operations. No pro forma adjustments have been made to reflect any earnings benefit from the reinvestment of any proceeds which might be recovered, or reduction of debt which may arise as a consequence of the asset dispositions required under the consent agreement. (b) Primarily reflects the elimination of a deferred credit arising from a prior year settlement for future price modifications to a U.K. long-term natural gas sales contract, as well as the revaluation of certain other long-term contracts to their fair value. (c) Reflects the estimated effects of depreciating and amortizing purchase accounting adjustment balances in properties, plants and equipment; equity method investments; and identifiable intangible assets with definite lives, over their estimated useful lives. (d) Under ConocoPhillips' accounting policy and current prevalent industry practice for the acquisition of oil and gas businesses, ConocoPhillips did not record an initial liability for the estimated costs of removing Conoco's properties, plants and equipment at the end of their useful lives. Instead, currently estimated total undiscounted removal costs are accrued as an additional component of depreciation, building the liability for removal over the remaining useful lives of the properties, plants and equipment on a unit-of-production basis. (e) Includes the impact of conforming accounting policies and discounting Conoco's environmental liabilities and recording the corresponding accretion. (f) Reflects the restatement of Conoco's fixed-rate debt to fair value and the corresponding reduction in interest expense as the resulting premium is amortized. Also reflects the capitalization of interest based on the estimated fair value of Conoco's qualifying assets using a weighted-average interest rate of 5.3 percent. 3 (g) Reflects the estimated federal and state income tax effects of the pro forma adjustments to Conoco's pretax income using an approximate blended statutory rate of 50 percent. 4