Exhibit 10(v)
AMENDED BY CEO
JUNE 29, 2000
DEFINED CONTRIBUTION MAKEUP PLAN
OF
PHILLIPS PETROLEUM COMPANY
Section 1. Definitions.
For purposes of the Plan, the following terms, as used herein,
shall have the meaning specified:
(a) "Affiliated Company" means any company or other legal entity
which is controlled, either directly or indirectly, by the
Company.
(b) "Affiliated Group" shall mean the Company plus other
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 LTSSP participants
and beneficiaries as of a LTSSP Basic Allocation Date or
Supplemental Allocation Date (as defined in the LTSSP) by
(ii) an amount equal to the total net LTSSP Fund K deposits
used in the calculation of the LTSSP Basic Allocation or
Supplemental Allocation (as defined in the LTSSP).
(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
-1-
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 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) "Committee" means the Compensation Committee of the Board or
any successor committee with substantially the same responsi
bilities.
(i) "Company" means Phillips Petroleum Company, a Delaware
corporation or any successor corporation.
(j) "Disability" means the inability, in the opinion of the
Company's Medical Director, of a Participant, because of an
injury or sickness, to work at a reasonable occupation which
is available with the Company.
-2-
(k) "Employee" means any individual who is a salaried employee
of the Company or any Participating Subsidiary.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor
statute.
(m) "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.
(n) "KEDCP" shall mean the Key Employee Deferred Compensation
Plan of Phillips Petroleum Company.
(o) "Layoff" or "Laid Off" means layoff under the Phillips
Layoff 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.
(p) "LTSSP" means the Long-Term Stock Savings Plan of Phillips
Petroleum Company.
(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 account and/or a Supplemental LTSSP account is
maintained.
-3-
(r) "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, which has
adopted the Thrift Plan and the LTSSP, and one or more
Employees of which are Participants, or are eligible for
Benefits pursuant to this Plan.
(s) "Pay" means, with respect to a Participant's Supplemental
Thrift Account, "Pay" as defined in the Thrift Plan, and
with respect to a Participant's Supplemental LTSSP Account,
"Pay" as defined in the LTSSP, except in each case without
regard to Pay Limitations or a voluntary Salary Reduction
under provisions of the Key Employee Deferred Compensation
Plan of Phillips Petroleum Company.
(t) "Pay Limitations" means the compensation limitations applicable
to the Thrift Plan and the LTSSP that are set forth in
Code Section 401(a)(17) in effect January 10, 1994, the date
the Plan was adopted, and that limit Pay for purposes of
those plans.
(u) "Plan Administrator" means the Executive Vice President,
Planning, Corporate Relations and Services, or his
successor.
(v) "Retirement" means termination of employment with the
Company, a Participating Subsidiary or a member of the
Affiliated Group 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
-4-
plan of a Participating Subsidiary or a member of the
Affiliated Group.
(w) "Stock" means shares of Common Stock of the Company, par
value $1.25.
(x) "Supplemental LTSSP Account" means the Plan Benefit account
of a Participant which reflects the portion of his or her
Benefit which is intended to replace certain LTSSP benefits
to which the Participant might otherwise be entitled but for
the application of the Pay Limitations.
(y) "Supplemental Thrift 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 Plan
benefits to which the Participant might otherwise be
entitled but for the application of the Pay Limitations.
(z) "Thrift Plan" shall mean the Thrift Plan of Phillips
Petroleum Company.
(aa) "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.
(bb) "Valuation Date" means, as to Supplemental Thrift Accounts,
the Valuation Date defined in the Thrift Plan, and as to
Supplemental LTSSP Accounts, the Valuation Date defined in
the LTSSP.
Section 2. Purpose.
-5-
The purpose of this Plan is to provide supplemental benefits for
those Employees whose benefits under the Thrift Plan and LTSSP
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 be granted only to Employees who are also Highly
Compensated Employees.
Section 4. Supplemental Thrift Benefits.
For each month in which Company Contributions to a Participant's
account in the Phillips Stock Fund (Fund C) of the Thrift Plan
are, or would be, limited by the Pay Limitations and/or by a
voluntary salary reduction, a Benefit amount shall be credited to
his or her Supplemental Thrift Account. The amount to be
credited shall be calculated in units as though the Participant
had deposited 5% of the Participant's Pay in excess of the Pay
Limitations and/or voluntary salary reduction to the Phillips
Stock Fund (Fund B) of the Thrift Plan and shall be equal to, (i)
1.25% of the Participant's Pay in excess of the Pay Limitations
and/or voluntary salary reduction, divided by (ii) the applicable
unit value for the Thrift Plan Phillips Stock Fund (Fund C).
This amount shall be credited as of the Valuation Date that
Company Contributions would have been made to the Phillips Stock
Fund (Fund C) had the Participant made a Basic Deposit to the
Thrift Plan in the month for which the Pay Limitations and/or
voluntary salary reduction apply. A Supplemental Thrift Account
-6-
unit shall have a value equivalent to the value of a unit in the
Phillips Stock Fund (Fund C) of the Thrift Plan.
-7-
4.1 Supplemental Thrift Account Earnings
As of each date that units attributable to dividends or other
earnings are credited to the Phillips Stock Fund (Fund C) of the
Thrift Plan, additional units shall be credited to a
Participant's Supplemental Thrift Account. The total number of
such units credited to Supplemental Thrift Plan Accounts shall be
determined by multiplying the sum of all units in the
Supplemental Thrift Accounts by a fraction, the numerator of
which is the total number of units added to the Phillips Stock
Fund (Fund C) of the Thrift Plan as a result of the receipt of
such dividends or other earnings, and the denominator of which is
the sum of all units in the Phillips Stock Fund (Fund C) of the
Thrift Plan immediately prior to the crediting of such additional
units attributable to such dividends or other earnings. Each
Participant shall be credited with a pro rata share of such new
units based upon relative values of Participant Supplemental
Thrift Accounts on the Valuation Date such units are added to the
Plan.
Section 5. Supplemental LTSSP Benefits.
For each month in which a Basic Allocation or Supplemental
Allocation to a Participant's account in the Employer Stock Fund
(Fund L) of the LTSSP is, or would be, limited by the Pay
Limitations and/or by a voluntary salary reduction, a Benefit
amount shall be credited to his or her Supplemental LTSSP
Account. The amount to be credited shall be calculated in units
as though the Participant had deposited 1% of the Participant's
Pay in excess of the Pay Limitations and/or voluntary salary
reduction to the Employee Stock Fund (Fund K) of the LTSSP and
shall be equal to (i) 1% of the Participant's Pay in excess of
-8-
the Pay Limitations and/or voluntary salary reduction multiplied
by the applicable Allocation Ratio, divided by (ii) the
applicable unit value for the LTSSP Employer Stock Fund (Fund L).
This amount shall be credited as of the Valuation Date that the
Basic Allocation or Supplemental Allocation to the Employer Stock
Fund (Fund L) would have been made had the Participant made a
Deposit to the Employee Stock Fund (Fund K) of the LTSSP in the
month for which the Pay Limitations and/or voluntary salary
reduction apply. A Supplemental LTSSP Account unit shall have a
value equivalent to a unit in the Employer Stock Fund (Fund L)
of the LTSSP.
5.1 Supplemental LTSSP Account Earnings
As of each date that units attributable to dividends or other
earnings are credited to the Employer Stock Fund (Fund L) of the
LTSSP, additional units shall be credited to a Participant's
Supplemental LTSSP Account. The total number of such units
credited to all Supplemental LTSSP Accounts shall be determined
by multiplying the sum of all units in the Supplemental LTSSP
Accounts by a fraction, the numerator of which is the total
number of units added to the Employer Stock Fund (Fund L) of the
LTSSP as a result of the receipt of such dividends or other
earnings, and the denominator of which is the sum of all units in
the Employer Stock Fund (Fund L) of the LTSSP immediately prior
to crediting of such dividends or other earnings. Each
Participant shall be credited with a pro rata share of such new
units based upon relative values of Participant Supplemental
LTSSP Accounts on the Valuation Date such units are added to the
Plan.
Section 6. Payment.
-9-
If a Participant terminates employment with the Company, any
Affiliated Company or any Participating Subsidiary 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, except that a person who
becomes employed by a member of the Affiliated Group immediately
after terminating employment with the Company, any Affiliated
Company or any Participating Subsidiary shall not receive the
benefits under this plan until the Participant subsequently
terminates employment from the Affiliated Group. 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 Laid off 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
first Valuation Date following the Participant's
Retirement/termination of employment; provided that 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 the Company, with respect to
Participants who are not subject to Section 16 of the Exchange
Act, and the Committee, with respect to Participants who are
-10-
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 Key Employee Deferred Compensation Plan as soon
as practicable after the Participant's Retirement/termination of
employment date.
Section 7. Administration.
(a) The Plan shall be administered by the Plan Administrator.
The Plan Administrator may delegate to 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
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:
-11-
(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 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
-12-
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.
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 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.
-13-
Section 9. 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
Participants employed in such countries and to meet the purpose
of this Plan.
Section 10. Amendment and Termination.
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 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 may establish a grantor trust
to satisfy part or all of its Plan payment obligations so long as
the plan remains unfunded for purposes of Title I of ERISA.
Section 12. Miscellaneous Provisions.
-14-
(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 effective as of January 1, 1994.
(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 Thrift Plan or the
LTSSP.
(d) 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.
(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.
2DP/037
6/19/00
-15-