Exhibit 10(s)
BOARD OF DIRECTORS APPROVED
SEPTEMBER 11, 2000
KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF
PHILLIPS PETROLEUM COMPANY
PURPOSE
The purpose of the Key Employee Missed Credited Service
Retirement Plan of Phillips Petroleum Company (the "Plan") is to
attract and retain key employees by restoring retirement benefits
which are missing for certain periods of Company service. This
Plan is intended to be and shall be administered as an unfunded
excess benefit plan for a select group of Highly Compensated
Employees.
SECTION I. Definitions.
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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.
(e) "Company" shall mean a company or other corporation which is
a member of the control group of corporations (defined in
Code Section 414(b)) of which Phillips Petroleum Company is
a member.
(f) "Employee" shall mean a person who is an active participant
in the Retirement Plan and who qualifies as a Highly Compensated
Employee who as of May 1, 1995 is classified on the Company's
records as a job schedule 51 grades 32 and above, all schedule 66
job
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grades, or a job schedule 70L grades 07 or 08.
(g) "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended 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) "Foreign Plan Offset" shall mean the amounts of the vested
monthly retirement income from the I.E.L. Pension Plan or
foreign retirement plans maintained or sponsored by the
Company which is or would be payable in the form of a single
life annuity upon reaching normal retirement age under such
plans. If necessary, such retirement income shall be
converted into a dollar amount using the exchange rate for
the effective date of the Employee's transfer onto the U.S.
payroll (or the next business day rate if there is no rate
for that day) as published in the Wall Street Journal, and
shall be converted into a monthly single life annuity using
the actuarial standards set out in Section 5 of Article V of
the Retirement Plan for a deemed commencement date as of the
first day of the month of transfer into the Retirement Plan.
The Foreign Plan Offset shall be limited to no more than the
amount by which the Missed Credited Service Retirement
Benefit of the Employee would have been increased by the
Missed Credited Service Months attributable to the months of
participation in the I.E.L. Pension Plan or other foreign
plans.
(j) "Highly Compensated Employee" shall mean an Employee who is
Highly Compensated within the meaning of ERISA Sections
3(36) and 4(b)(5) subject to Section IV.
(k) "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.
(l) "KEDCP" shall mean the Key Employee Deferred Compensation
Plan of Phillips
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Petroleum Company or any similar or successor plans.
(m) "Missed Credited Service Months" shall mean the number of
months during any employment period with the Company not
included as Credited Service in the Retirement Plan as
calculated in Section II.
(n) "Missed Credited Service Retirement Benefit" shall mean the
supplemental retirement benefit that would be calculated
under the Retirement Plan using as Credited Service the
Missed Credited Service Months in addition to the Credited
Service and using Total Final Average Earnings, without
regard for Internal Revenue Service limitations relating to
Code Sections 401(a)(17) or 415, and reduced by:
(1) any offset applied to the retirement benefit which
would be payable at normal retirement age due to a
Foreign Plan Offset or due to withdrawals or benefit
commencement from the Retirement Plan or the Key
Employee Supplemental Retirement Plan, made in the
manner specified in the Retirement Plan, and
(2) retirement benefits payable from the Retirement
Plan and from the Key Employee Supplemental Retirement
Plan.
(o) "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.
(p) "Plan" shall mean the Key Employee Missed Credited Service
Retirement Plan of Phillips Petroleum Company, the terms of
which are stated in and by this document.
(q) "Plan Administrator" shall mean the Executive Vice
President, Planning, Corporate Relations and Services, or
his successor.
(r) "Retirement Plan" shall mean the Retirement Income Plan of
Phillips Petroleum Company, which plan is qualified under Code
Section 401(a). The following terms used in the Plan
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shall be determined in accordance with the provisions of the
Retirement Income Plan:
(1) Approved Leave of Absence
(2) Credited Service
(3) Non-contributory Benefits Schedule and
(4) Normal Retirement Date
(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 11 years
including the year prior in which termination of employment
occurs plus the average of the high 3 Incentive Compensation
awards for any of such last 11 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.
(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. Eligibility for Benefits.
-------------------------
Each Employee shall be eligible for a Missed Credited Service
Retirement Benefit as a result of Missed Credited Service Months
for service with the Company (provided that the full number of
months as calculated below exceeds one) during any period of
employment on the direct payroll of the Company which is not
included as Credited Service under the other rules of the
Retirement Plan, except for months attributable to the following:
(a) Service while classified as an employee eligible for
participation in the Retirement
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Savings Plan of Phillips Petroleum Company or its
predecessor plans,
(b) Service with a company prior to its acquisition by
the Company,
(c) Service while classified on Company's records as a
Temporary or Intermittent employee prior to January 1,
1990,
(d) Service as a non-managerial retail marketing
outlet employee,
(e) Service in a category which is specifically
excluded from the Retirement Plan by the definition of
Employee or by Article II of the Retirement Plan at the
time the person becomes an Employee, with the exception
of international expatriates and foreign nationals,
(f) Periods while on an Approved Leave of Absence,
(g) Service as an employee who has commenced
retirement benefits on or after his earliest Early
Retirement Date and thereafter resumes employment duties
with the Company,
(h) Service associated with absence due to a strike,
(i) Periods associated with absence due to discharge,
or
(j) An earlier employment period with the Company
followed by an absence from employment exceeding (i) 120
months from the end of employment date if that date
occurred on or before January 1, 1985, or (ii) 60 months
from the end of employment date if that date occurred
after January 1, 1985.
In calculating the Missed Credited Service Months under this
paragraph, the beginning and ending dates of an employment
period shall be deemed to be as follows:
Actual Beginning or Ending Dates Deemed Date
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December 17 through January 16 January 1
January 17 through February 16 February 1
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February 17 through March 16 March 1
March 17 through April 16 April 1
April 17 through May 16 May 1
May 17 through June 16 June 1
June 17 through July 16 July 1
July 17 through August 16 August 1
August 17 through September 16 September 1
September 17 through October 16 October 1
October 17 through November 16 November 1
November 17 through December 16 December 1
For the purposes of this Plan, the number of full months
during any period of employment will be determined by
subtracting the beginning deemed date and actual year from
the ending deemed date and actual year. The Missed Credited
Service Months restored pursuant to the provisions of this
Plan should be deemed to have been completed under the Non-
contributory Benefits Schedule of the Retirement Plan but
shall not entitle any Employee to current service benefits,
as described in Article IV of the Retirement Plan, with
respect to such period.
SECTION III. Plan Benefits.
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Supplemental payments will be made in the amount of the Missed
Credited Service Retirement Benefit to 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).
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SECTION IV. Form and 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 Key Employee Supplemental Retirement
Plan of Phillips Petroleum Company, 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 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 therefor:
(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 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
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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 respec
tively 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 Em
ployee'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 V. Method of Providing Benefits.
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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 VI. Nonassignability.
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The right of an Employee, or beneficiary, or other person who
becomes entitled to receive
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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 VII. Administration.
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(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 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.
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(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 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 with all benefits accrued hereunder
have been paid.
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SECTION VIII. 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 IX. 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
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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.
2DP\040
08/28/2000
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