U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-12
PHILLIPS PETROLEUM COMPANY
- ----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
__________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________
3) Filing Party:
__________________________________________________________________________
4) Date Filed:
__________________________________________________________________________
Definitive Copy A
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PHILLIPS PETROLEUM COMPANY
Annual Meeting May 6, 2002
The undersigned hereby appoints J. MULVA, R. DEVLIN and S. ROY as proxy holders
with power of substitution, or, if all do not act on a matter, those who do act,
to vote all stock which the undersigned could vote at the Company's Annual
Stockholders' Meeting to be held at the Adams Building, 4th Street and Keeler
Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10 a.m., and at any
adjournment thereof, in the manner stated herein as to the following matters and
in their discretion on any other matters that come before the meeting, all as
described in the Notice and Proxy Statement.
This Proxy is Continued on the Reverse Side
Please Sign on the Reverse Side and Return Promptly
Comments:_______________________________________________________________________
_______________________________________________________________________
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on a
touch-tone telephone in the United
States, Puerto Rico
or Canada, and follow the
instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date
your proxy card
and return it promptly in the
enclosed envelope. If you are
outside the United States,
Puerto Rico or Canada, you must
return your proxy card by
mail to vote.
PLEASE VOTE
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your proxy
card that you would like to view your Annual Report and Proxy Statement
electronically via the Internet. Your election can be revoked at any time by
calling 1-800-840-1208. You will continue to receive your proxy card in the
mail, regardless of your election.
If you vote your proxy by telephone, you do NOT
need to mail back your proxy card.
This Proxy will be voted or not voted as you direct below. In the absence of
such direction, it will be voted FOR Directors, and FOR Proposal 1 and
AGAINST Proposals 2 and 3.
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Please mark, date, sign and return this proxy card
promptly. To vote in accordance with the Company's
recommendations no boxes need be checked.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
_____________________________________________________________________
Signature(s) of Stockholder(s)
Your signature on this proxy form should be exactly the same as the
name(s) imprinted hereon. Persons signing as executors, administrators,
trustees, or in similar capabilities, should so indicate.
FOLD AND DETACH HERE
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW. IF YOU VOTE BY TELEPHONE, PLEASE DO
NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
[Phillips logo] Phillips Petroleum Company Annual
Meeting May 6, 2002 Admission Ticket
Definitive Copy B
[PHILLIPS PHILLIPS PETROLEUM COMPANY
66 LOGO] BARTLESVILLE, OKLAHOMA 74004
HUMAN RESOURCES AND SERVICES
April 1, 2002
To: Phillips Domestic Employees
On December 14, 1995, the Compensation and Benefits Arrangements Stock Trust
("CBT") was established for the Company to use in its sole discretion to meet
its obligations with respect to various compensation and benefits arrangements.
The CBT holds approximately 27.6 million shares of the Company's common stock.
The Trustee for the CBT is Vanguard Fiduciary Trust Company ("Trustee").
Under the terms of the CBT, the Trustee is required to seek voting instructions
for the CBT shares from domestic and certain foreign employees of the Company
and subsidiaries who participate in Company stock-related benefit plans and
arrangements.
Enclosed is the Voting Direction card. If you choose to exercise this
opportunity to vote, your vote will be given equal weight to that of all
employees who elect to vote, and those directions will govern the Trustee's vote
of approximately 95 percent of the 27.6 million shares. The remaining CBT shares
will be voted by foreign employees under similar arrangements.
These 27.6 million shares in the CBT represent approximately 6.4 percent of
Phillips stock eligible to be voted at the 2002 Annual Stockholders Meeting
on May 6, 2002. These shares, combined with the approximately 8.7 percent stock
ownership held by the Thrift Plan of Phillips Petroleum Company, the Long-Term
Stock Savings Plan of Phillips Petroleum Company and the Tosco Corporation
Capital Accumulation Plan, give employees a strong voice in the direction of the
Company.
Phillips Petroleum Company
Enclosure
Definitive Copy C
CBT DOMESTIC CONFIDENTIAL VOTING DIRECTION
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Phillips Petroleum Company Compensation and Benefits Arrangements
Stock Trust ("CBT") vote all shares of Phillips Petroleum Company common stock
(described on the back of this Voting Direction card) at the Phillips Petroleum
Company Annual Meeting of Stockholders to be held at the Adams Building, 4th
Street and Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m.,
and any adjournment thereof, in the manner indicated on the back of this card as
to the matters shown and at its discretion as to any other matters that come
before the meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of domestic
shares held in the CBT, that I become a fiduciary of the CBT for voting such
shares; and that I may decline to accept the responsibility of a fiduciary
as to such shares by NOT completing or returning this Voting Direction card
or NOT voting by telephone. If Mellon Investor Services LLC, the Tabulator for
the Trustee, Vanguard Fiduciary Trust Company, does not receive this card by
May 3, 2002, if you do not fill in any boxes or if you return this card
unsigned, and if you do not vote by telephone on or before May 3, 2002, the
Trustee will conclusively presume that you have rejected your appointment as
a directing fiduciary and any shares in the CBT that you otherwise could
have directed will be directed by other eligible employees who elect to direct
such shares.
This package contains your confidential Voting Direction card to
instruct the Trustee of the CBT how to vote shares of Phillips Petroleum
Company common stock described on the back of the card.
Also enclosed is the Company's Notice and Proxy Statement for the 2002
Annual Meeting. The Company's 2001 Annual Report was mailed to you separately
prior to the Proxy Statement mailing. Please use these to help you decide how
to direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
This Voting Direction is Continued on the Reverse Side
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agree to honor the
confidentiality of your voting instructions to the Trustee. The Trustee
will keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 3, 2002, on a
touch-tone telephone in the United
States, Puerto Rico
or Canada, and follow the
instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date
your Voting Direction
and return it promptly in the
enclosed envelope for receipt by
May 3, 2002. If you are
outside the United States,
Puerto Rico or Canada, you must
return your Voting Direction card by
mail to vote.
PLEASE VOTE
Employees who direct the CBT Trustee how to vote shares held by this trust
have an important voice in matters which affect Phillips Petroleum Company
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
I direct that my allocated portion of domestic shares held by the CBT which
includes shares representing the interests of employees who fail to give
voting directions be voted by the Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 3, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
FOLD AND DETACH HERE
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 3, 2002. IF YOU VOTE
BY TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy D
RSP CONFIDENTIAL VOTING DIRECTION
Phillips Petroleum Company Annual Meeting of Stockholders
May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Retirement Savings Plan of Phillips Petroleum Company ("RSP")
vote all shares of Phillips Petroleum Company common stock (as set out on the
back of this Voting Direction card) at the Phillips Petroleum Company Annual
Meeting of Stockholders to be held at the Adams Building, 4th Street and Keeler
Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes, if you return this card unsigned,
and if you do not vote by telephone on or before May 1, 2002, any shares
representing your part of the Retirement Savings Plan will be voted by the
Trustee at the Trustee's discretion.
This package contains your confidential Voting Direction card to
instruct the Trustee of the RSP how to vote shares of Phillips Petroleum Company
common stock described on the back of the card below representing your interest
in the RSP.
Also enclosed is the Company's Notice and Proxy Statement for the 2002
Annual Meeting. The Company's 2001 Annual Report was mailed to you separately
prior to the Proxy Statement mailing. Please use these to help you decide how to
direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
This Voting Direction is continued on the reverse side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 1, 2002, on a touch-tone
telephone in the United States,
Puerto Rico or Canada, and follow
the instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date your
Voting Direction and return it
promptly in the enclosed envelope
for receipt by May 1, 2002.
If you are outside the United
States, Puerto Rico or Canada,
you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
Employees who direct the RSP Trustee how to vote shares held by this trust have
an important voice in matters which affect Phillips Petroleum Company.
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
I direct that shares representing my part of the RSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
FOLD AND DETACH HERE
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy E
THRIFT/LTSSP
Vanguard Fiduciary Trust Company
P.O. Box 2900
Valley Forge, PA 19482
IMPORTANT THRIFT/LTSSP VOTING INSTRUCTIONS
We at Vanguard are pleased to be the Trustee for the Thrift Plan of
Phillips Petroleum Company (Thrift Plan") and the Long-Term Stock Savings
Plan of Phillips Petroleum Company ("LTSSP").
This package contains your confidential Voting Direction cards to
instruct the Trustee of the Thrift Plan and the LTSSP how to vote shares of
Phillips Petroleum Company common stock described on the enclosed card(s). The
voting will take place at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m.
Also enclosed is the Company's Notice and Proxy Statement for the 2002
Annual Meeting. The Company's 2001 Annual Report was mailed to you separately
prior to the Proxy Statement mailing. Please use these to help you decide how
to direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.
NOTE: Only the voting card(s) that apply to you are enclosed.
YOUR VOTE IS IMPORTANT!
The Thrift Plan and LTSSP participants who direct the Trustee how to vote shares
held by these plans have an important voice in matters which affect Phillips
Petroleum Company.
You can vote in one of two ways:
ELECTION 1
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR
CANADA,PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU
VOTE BY TELEPHONE, PLEASE DO NOT RETURN YOUR CARD(S) BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated in the box on
the Voting Direction card.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed.
END OF CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2, or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
OR
ELECTION 2
MARK, SIGN AND DATE YOUR CARD(S) AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
CARD(S) MUST BE RECEIVED BY MAY 1, 2002. IF YOU ARE OUTSIDE THE UNITED STATES,
PUERTO RICO OR CANADA, YOU MUST RETURN YOUR VOTING DIRECTION CARD BY MAIL TO
VOTE.
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
Definitive Copy F
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the Thrift Plan that you otherwise could have
directed will be directed by other eligible employees who elect to direct such
shares.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 1, 2002, on a touch-tone
telephone in the United States,
Puerto Rico or Canada, and follow
the instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date your
Voting Direction and return it
promptly in the enclosed envelope
for receipt by May 1, 2002.
If you are outside the United
States, Puerto Rico or Canada,
you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE T
FOLD AND DETACH HERE B
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy G
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the Thrift Plan that you otherwise could have
directed will be directed by other eligible employees who elect to direct such
shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
THRIFT
THRIFT PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of shares which
do not represent my own part of the Thrift Plan that I become a fiduciary of the
Thrift Plan for voting such shares; that I must act in the best interests of all
participants of the Thrift Plan when giving directions for voting shares not
representing my part of the Thrift Plan; that I have read and understand my
duties as a fiduciary as they are described on pages 27 and 28 of the Thrift
Summary Plan Description/Prospectus dated July 1, 2001; and that I may decline
to accept the responsibility of a fiduciary as to such shares by NOT completing
or returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE T
FOLD AND DETACH HERE
I direct that my pro rata portion of all shares representing the interest of
Thrift Plan participants who fail to give voting direction be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE TF
Definitive Copy H
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the LTSSP that you otherwise could have directed
will be directed by other eligible employees who elect to direct such shares.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 1, 2002, on a touch-tone
telephone in the United States,
Puerto Rico or Canada, and follow
the instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date your
Voting Direction and return it
promptly in the enclosed envelope
for receipt by May 1, 2002.
If you are outside the United
States, Puerto Rico or Canada,
you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
I direct that shares representing my part of the LTSSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE L
FOLD AND DETACH HERE B
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy I
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the LTSSP that you otherwise could have directed
will be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card and return promptly in the
enclosed envelope for receipt by May 1, 2002. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card by
mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
LTSSP
LTSSP PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of shares
which do not represent my own part of the LTSSP that I become a fiduciary of the
LTSSP for voting such shares; that I must act in the best interests of all
participants of the LTSSP when giving directions for voting shares not
representing my part of the LTSSP; that I have read and understand my duties as
a fiduciary as they are described on pages 16, 17 and 18 of the LTSSP Summary
Plan Description/Prospectus dated July 1, 2001; and that I may decline to accept
the responsibility of a fiduciary as to such shares by NOT completing or
returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the LTSSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE L
FOLD AND DETACH HERE
I direct that my pro rata portion of (1) all unallocated shares of stock
in the Employer Stock Fund and (2) all shares of stock representing the
interest of LTSSP participants who fail to give voting directions be
voted by the Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE LF
Definitive Copy J
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the Thrift Plan that you otherwise could have
directed will be directed by other eligible employees who elect to direct such
shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the LTSSP that you otherwise could have directed
will be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in the
enclosed envelope for receipt by May 1, 2002. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card by
mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE T
FOLD AND DETACH HERE
I direct that shares representing my part of the LTSSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE L
Definitive Copy K
THRIFT
THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the Thrift Plan that you otherwise could have
directed will be directed by other eligible employees who elect to direct such
shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in
the enclosed envelope for receipt by May 1, 2002. If you are outside the
United States, Puerto Rico or Canada, you must return your Voting Direction
card by mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
THRIFT
THRIFT PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift Plan") vote
all shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of shares which do
not represent my own part of the Thrift Plan that I become a fiduciary of the
Thrift Plan for voting such shares; that I must act in the best interests of all
participants of the Thrift Plan when giving directions for voting shares not
representing my part of the Thrift Plan; that I have read and understand my
duties as a fiduciary as they are described on pages 27 and 28 of the Thrift
Summary Plan Description/Prospectus dated July 1, 2001; and that I may decline
to accept the responsibility of a fiduciary as to such shares by NOT completing
or returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the Thrift Plan be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE T
FOLD AND DETACH HERE
I direct that my pro rata portion of all shares representing the interest of
Thrift Plan participants who fail to give voting direction be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE TF
LTSSP
LTSSP CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the LTSSP that you otherwise could have directed
will be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in the
enclosed envelope for receipt by May 1, 2002. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card by
mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
LTSSP
LTSSP PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum Company
("LTSSP") vote all shares of Phillips Petroleum Company common stock (as set out
on the back of this Voting Direction card) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any
adjournment thereof, in the manner indicated on the back of this card as to the
matters shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of shares
which do not represent my own part of the LTSSP that I become a fiduciary of the
LTSSP for voting such shares; that I must act in the best interests of all
participants of the LTSSP when giving directions for voting shares not
representing my part of the LTSSP; that I have read and understand my duties as
a fiduciary as they are described on pages 16, 17 and 18 of the LTSSP Summary
Plan Description/Prospectus dated July 1, 2001; and that I may decline to accept
the responsibility of a fiduciary as to such shares by NOT completing or
returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the LTSSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE L
FOLD AND DETACH HERE
I direct that my pro rata portion of (1) all unallocated shares of stock
in the Employer Stock Fund and (2) all shares of stock representing the
interest of LTSSP participants who fail to give voting direction be
voted by the Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE LF
Definitive Copy L
TOSCO CAP
Vanguard Fiduciary Trust Company
P.O. Box 2900
Valley Forge, PA 19482
TOSCO CAP VOTING INSTRUCTIONS
We at Vanguard are pleased to be the Trustee for the Tosco Corporation
Capital Accumulation Plan ("CAP").
This package contains your confidential Voting Direction cards to instruct the
Trustee of the CAP how to vote shares of Phillips Petroleum Company common stock
described on the enclosed card. The voting will take place at the Phillips
Petroleum Company Annual Meeting of Stockholders to be held at the Adams
Building, 4th Street and Keeler Avenue, Bartlesville, Oklahoma, on May 6, 2002,
at 10:00 a.m.
Also enclosed is the Company's Notice and Proxy Statement for the 2002 Annual
Meeting. The Company's 2001 Annual Report was mailed to you separately prior to
the Proxy Statement mailing. Please use these to help you decide how to direct
the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.
NOTE: Only the voting card(s) that apply to you are enclosed.
YOUR VOTE IS IMPORTANT!
The CAP participants who direct the Trustee how to vote shares held by these
plans have an important voice in matters which affect Phillips Petroleum
Company.
You can vote in one of two ways:
ELECTION 1
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR
CANADA,PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU
VOTE BY TELEPHONE, PLEASE DO NOT RETURN YOUR CARD(S) BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated in the box on the
Voting Direction card.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2, or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
OR
ELECTION 2
MARK, SIGN AND DATE YOUR CARD(S) AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
CARD(S) MUST BE RECEIVED BY MAY 1, 2002. IF YOU ARE OUTSIDE THE UNITED STATES,
PUERTO RICO OR CANADA, YOU MUST RETURN YOUR VOTING DIRECTION CARD BY MAIL TO
VOTE.
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your Voting
Direction card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at any
time by calling 1-800-840-1208. You will continue to receive your Voting
Direction card in the mail, regardless of your election.
Definitive Copy M
CAP
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Tosco Corporation Capital Accumulation Plan ("CAP") vote all
shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Proxy Statement and the Company's Notice of the
Annual Meeting on May 6, 2002.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before May
1, 2002, any shares in the CAP that you otherwise could have directed will be
directed by other eligible employees who elect to direct such shares.
This package contains your confidential Voting Direction card to
instruct the Trustee of the CAP how to vote shares of Phillips Petroleum Company
common stock described on the back of the card below representing your interest
in the CAP.
Also enclosed is the Company's Notice and Proxy Statement for the
Annual Meeting. The Company's 2001 Annual Report was mailed to you separately
prior to the Proxy Statement mailing. Please use these to help you decide how to
direct the way the Trustee (Vanguard Fiduciary Trust Company) should vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
Phillips Petroleum Company has acknowledged and agreed to honor the
confidentiality of your voting instructions to the Trustee. The Trustee will
keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 1, 2002, on a touch-tone
telephone in the United States,
Puerto Rico or Canada, and follow
the instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date your
Voting Direction and return it
promptly in the enclosed envelope
for receipt by May 1, 2002.
If you are outside the United
States, Puerto Rico or Canada,
you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
I direct that shares representing my part of the CAP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE C
FOLD AND DETACH HERE B
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy N
CAP
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN CONFIDENTIAL VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Tosco Corporation Capital Accumulation Plan ("CAP") vote all
shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Proxy Statement and the Company's Notice of a
Annual Meeting on May 6, 2002.
If Mellon Investor Services LLC, the Tabulator for the Trustee,
Vanguard Fiduciary Trust Company, does not receive this Voting Direction card by
May 1, 2002, if you do not fill in any boxes on the back of this card, if you
return this card unsigned, and if you do not vote by telephone on or before
May 1, 2002, any shares in the CAP that you otherwise could have directed
will be directed by other eligible employees who elect to direct such shares.
Phillips Petroleum Company and Tosco Corporation have acknowledged and agreed to
honor the confidentiality of your voting instructions to the Trustee. The
Trustee will keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your Voting Direction card(s) and return promptly in the
enclosed envelope for receipt by May 1, 2002. If you are outside the United
States, Puerto Rico or Canada, you must return your Voting Direction card by
mail to vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
CAP
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN PLAN CONFIDENTIAL
FIDUCIARY VOTING DIRECTIONS
Phillips Petroleum Company Annual Meeting of Stockholders May 6, 2002
The undersigned hereby directs that Vanguard Fiduciary Trust Company,
Trustee of the Tosco Corporation Capital Accumulation Plan ("CAP") vote all
shares of Phillips Petroleum Company common stock (as set out on the back of
this Voting Direction card) at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler Avenue,
Bartlesville, Oklahoma, on May 6, 2002, at 10:00 a.m., and any adjournment
thereof, in the manner indicated on the back of this card as to the matters
shown and at its discretion as to any other matters that come before the
meeting, all as described in the Notice and Proxy Statement.
I understand that by electing to direct the Trustee's vote of shares
which do not represent my own part of the CAP that I become a fiduciary of the
CAP for voting such shares; that I must act in the best interests of all
participants of the CAP when giving directions for voting shares not
representing my part of the CAP; that I have read and understand my duties as a
fiduciary as they are described on pages 7 and 8 of the CAP Summary Plan
Description/Prospectus Update dated September 14, 2001; and that I may decline
to accept the responsibility of a fiduciary as to such shares by NOT completing
or returning this Voting Direction card or NOT voting by telephone.
Phillips Petroleum Company and Tosco Corporation have acknowledged and agreed to
honor the confidentiality of your voting instructions to the Trustee. The
Trustee will keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll-free 1-800-840-1208 on or before May 1, 2002, on a touch-tone
telephone in the United States, Puerto Rico or Canada, and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2. Mark, sign and date your card(s) and return promptly in the enclosed envelope
for receipt by May 1, 2002. If you are outside the United States, Puerto Rico or
Canada, you must return your Voting Direction card by mail to vote.
This Voting Direction is continued on the reverse side
I direct that shares representing my part of the CAP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE C
FOLD AND DETACH HERE
I direct that my pro rata portion of all shares of stock representing
the interest of CAP participants who fail to give voting instructions
be voted by the Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
PLEASE VOTE CF
Definitive Copy O
SSP CONFIDENTIAL VOTING DIRECTION
Phillips Petroleum Company Annual Meeting of Stockholders
May 6, 2002
The undersigned hereby directs that Merrill Lynch Trust Company,
Trustee of the Tosco Corporation Store Savings Plan ("SSP") vote all shares of
Phillips Petroleum Company common stock (as set out on the back of this Voting
Direction card) at the Phillips Petroleum Company Annual Meeting of Stockholders
to be held at the Adams Building, 4th Street and Keeler Avenue, Bartlesville,
Oklahoma, on May 6, 2002, at 10:00 a.m. and any adjournment thereof, in the
manner indicated on the back of this card as to the matters shown and at its
discretion as to any other matters that come before the meeting, all as
described in the Proxy Statement and the Company's Notice of the Annual Meeting
on May 6, 2002.
If Mellon Investor Services LLC, the Tabulator for the Trustee, Merrill
Lynch Trust Company, does not receive this Voting Direction card by May 1, 2002,
if you do not fill in any boxes, if you return this card unsigned, and if you do
not vote by telephone on or before May 1, 2002, any shares representing your
part of the SSP will be voted by the Trustee in the same proportion as the share
for which the Trustee has received instructions.
This package contains your confidential Voting Direction card to
instruct the Trustee of the SSP how to vote shares of Phillips Petroleum Company
common stock described on the back of the card below representing your interest
in the SSP.
Also enclosed is the Company's Notice and Proxy Statement for the 2002
Annual Meeting. The Company's 2001 Annual Report was mailed to you separately
prior to the Proxy Statement mailing. Please use these to help you decide how to
direct the way the Trustee (Merrill Lynch Trust Company) should vote.
This Voting Direction is continued on the reverse side
FOLD AND DETACH HERE
Phillips Petroleum Company and Tosco Corporation have acknowledged and agreed to
honor the confidentiality of your voting instructions to the Trustee. The
Trustee will keep your voting instructions confidential.
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
Telephone
1-800-840-1208
Call toll-free 1-800-840-1208 on or
before May 1, 2002, on a touch-tone
telephone in the United States,
Puerto Rico or Canada, and follow
the instructions on the reverse side.
There is NO CHARGE to you
for this call.
OR
Mail
Mark, sign and date your
Voting Direction and return it
promptly in the enclosed envelope
for receipt by May 1, 2002.
If you are outside the United
States, Puerto Rico or Canada,
you must return your Voting
Direction card by mail to vote.
PLEASE VOTE
I direct that shares representing my part of the SSP be voted by the
Trustee as follows:
Please mark
your votes as
indicated in
this example |X|
The Board of Directors recommends votes FOR the Election of Directors and
Proposal 1
ELECTION OF WITHHOLD
DIRECTORS FOR | | FOR ALL | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space provided below):
- -----------------------------------------------------------------
Proposal 1 - APPOINTMENT OF INDEPENDENT
AUDITORS
FOR AGAINST ABSTAIN
| | | | | |
The Board of Directors recommends votes AGAINST
Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 - ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 - EXECUTIVE
COMPENSATION | | | | | |
I consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any | |
future Stockholder Meeting until such consent is revoked.
I PLAN TO ATTEND THE ANNUAL MEETING | |
Unless you vote by telephone, please mark, date, sign and return
this Voting Direction card for receipt by May 1, 2002.
Dated:_________________________________________________________, 2002
_____________________________________________________________________
Signature
Your signature on this Voting Direction card should be exactly the
same as the name imprinted hereon.
FOLD AND DETACH HERE
IF YOU WISH TO VOTE BY TELEPHONE IN THE UNITED STATES, PUERTO RICO OR CANADA,
PLEASE FOLLOW THE INSTRUCTIONS BELOW ON OR BEFORE MAY 1, 2002. IF YOU VOTE BY
TELEPHONE, PLEASE DO NOT RETURN YOUR CARD BY MAIL.
HAVE YOUR VOTING DIRECTION CARD IN HAND.
TO VOTE BY PHONE THROUGH OUR TABULATOR, MELLON INVESTOR SERVICES LLC:
o On a touch-tone telephone call Toll Free 1-800-840-1208 -- 24 hours a day --
7 days a week.
o Enter your eleven-digit Control Number which is indicated below.
Option 1: To vote as the Board of Directors recommends, press 1. If you wish to
vote separately for the Election of Directors or any Proposal, press 0.
When you press 1, your vote will be confirmed and cast as you directed. END OF
CALL
Option 2: If you choose to vote separately for the Election of Directors or
Proposals 1, 2 or 3, you will hear the following instructions:
Election of To VOTE FOR ALL nominees, press 1;
Directors: To WITHHOLD FOR ALL nominees, press 9;
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0, enter the two
digit number that appears next to the name of the nominee for
whom you DO NOT wish to vote.
Proposals 1, 2 You may make your selection at any time.
and 3: To vote FOR, press 1;
To vote AGAINST, press 9;
To ABSTAIN, press 0.
Your vote will be repeated and you will have an opportunity to confirm it.
THANK YOU FOR VOTING
Definitive Copy P
ENGLISH VERSION OF GERMAN LETTER
- --------------------------------
Hill Samuel Offshore Trust Company Ltd
Date : April 1, 2002
To : Participants in the Phillips Petroleum Overseas
Stock Savings Plan (Emden-Germany)
Dear Participant,
Enclosed is notice of the Annual Meeting of the Phillips
Petroleum Company Shareholders to be held on May 6, 2002 and
proxy statement. Also enclosed is Phillips Petroleum
Company's 2001 Annual Report.
The Trustee of the Stock Savings Plan is the registered holder
of the shares and has the right to attend and vote at the
Meeting. However, you are entitled to instruct the Trustee on
how to vote on the resolutions to be proposed at the Meeting.
If you wish to do so, you should complete the enclosed Voting
Instruction Form and return it, using the enclosed pre-
addressed envelope, to reach the Trustee by no later than
April 29, 2002.
If you do not instruct the Trustee on how to vote, your shares
will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used
to vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
As you will see the attached documentation is in English.
Should you require any help in understanding the
documentation, please do not hesitate to contact your Employee
Relations Department.
Yours faithfully
HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
Definitive Copy Q
PHILLIPS PETROLEUM OVERSEAS
STOCK SAVINGS PLAN (EMDEN-GERMANY)
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this
entire form.
I, the undersigned being a participant in the Plan, hereby
instruct Hill Samuel Offshore Trust Company Limited (the
Trustee of the Plan) to vote or cause to be voted any Common
Stock of Phillips Petroleum Company held by them on my behalf
and entitled to vote at the Annual Meeting of Stockholders to
be held on May 6, 2002 or at any adjournment thereof as
follows:
PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU
WISH YOUR VOTE TO BE CAST.
The Board of Directors recommends a vote FOR the
Election of Directors and Proposal 1
FOR WITHHOLD FOR ALL
ELECTION OF | | | |
DIRECTORS
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space
provided below):
------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 1 -
APPOINTMENT OF
INDEPENDENT | | | | | |
AUDITORS
The Board of Directors recommends votes
AGAINST Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 -
ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 -
EXECUTIVE | | | | | |
COMPENSATION
NAME (in block capitals please)...............................
SIGNATURE.....................................................
DATE .........................................................
NOTES:
1. Full details of the items are contained in the
enclosed proxy statement.
2. To be effective this form of direction must be
mailed using the enclosed pre-addressed envelope to
reach the Trustee no later than April 29, 2002.
3. If the Trustee does not receive any voting direction
from you, your shares will be voted in the same way
and in the same proportions as those for which the
Trustee receives directions from other participants.
Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL
AND WILL NOT DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM
COMPANY OR ANY OF ITS SUBSIDIARY COMPANIES.
Definitive Copy R
ENGLISH VERSION OF NORWEGIAN LETTER
- -----------------------------------
Hill Samuel Offshore Trust Company Ltd
Date : April 1, 2002
To : Participants in the Phillips Petroleum Company
Overseas Stock Savings Plan (Norway)
Dear Participant,
Enclosed is notice of the Annual Meeting of the Phillips
Petroleum Company Shareholders to be held on May 6, 2002 and
proxy statement. Also enclosed is Phillips Petroleum
Company's 2001 Annual Report.
The Trustee of the Stock Savings Plan is the registered holder
of the shares and has the right to attend and vote at the
Meeting. However, you are entitled to instruct the Trustee on
how to vote on the resolutions to be proposed at the Meeting.
If you wish to do so, you should complete the enclosed Voting
Instruction Form and return it, using the enclosed pre-
addressed envelope, to reach the Trustee by no later than
April 29, 2002.
If you do not instruct the Trustee on how to vote, your shares
will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used
to vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
As you will see the attached documentation is in English.
Should you require any help in understanding the
documentation, please do not hesitate to contact your Employee
Relations Department.
Yours faithfully
HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
Definitive Copy S
PHILLIPS PETROLEUM OVERSEAS
STOCK SAVINGS PLAN (NORWAY)
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this
entire form.
I, the undersigned being a participant in the Plan, hereby
instruct Hill Samuel Offshore Trust Company Limited (the
Trustee of the Plan) to vote or cause to be voted any Common
Stock of Phillips Petroleum Company held by them on my behalf
and entitled to vote at the Annual Meeting of Stockholders to
be held May 6, 2002 or at any adjournment thereof as follows:
PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU
WISH YOUR VOTE TO BE CAST.
The Board of Directors recommends a vote FOR the
Election of Directors and Proposal 1
FOR WITHHOLD FOR ALL
ELECTION OF
DIRECTORS | | | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space
provided below):
------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 1 -
APPOINTMENT OF
INDEPENDENT | | | | | |
AUDITORS
The Board of Directors recommends votes
AGAINST Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 -
ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 -
EXECUTIVE | | | | | |
COMPENSATION
NAME (in block capitals please)...............................
SIGNATURE.....................................................
DATE .........................................................
NOTES:
1. Full details of the items are contained in the
enclosed proxy statement.
2. To be effective this form of direction must be
mailed using the enclosed pre-addressed envelope to
reach the Trustee no later than April 29, 2002.
3. If the Trustee does not receive any voting direction
from you, your shares will be voted in the same way
and in the same proportions as those for which the
Trustee receives directions from other participants.
Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL
AND WILL NOT DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM
COMPANY OR ANY OF ITS SUBSIDIARY COMPANIES.
Definitive Copy T
Mourant ECS Trustees Limited
Reference: AT/NH
Date: April 1, 2002
To: Participants in The Employee Share Allocation Scheme of
Phillips Petroleum Company United Kingdom Limited
Dear Participant,
Enclosed is notice of the Annual Meeting of Phillips Petroleum
Company Shareholders to be held on May 6, 2002 and proxy
statement. Also enclosed is Phillips Petroleum Company's 2001
Annual Report.
The Trustee of the Share Allocation Scheme is the registered
holder of the shares and has the right to attend and vote at
the Meeting. However, you are entitled to instruct the
Trustee on how to vote on the resolutions to be proposed at
the Meeting. If you wish to do so, you should complete the
enclosed Voting Instruction Form and return it, using the
enclosed pre-paid envelope, to reach the Trustee by not later
than April 29, 2002.
If you do not instruct the Trustee on how to vote, your shares
will be voted in the same way and in the same proportions as
those for which the Trustee receives directions from other
participants. Results of the Plan's voting will also be used
to vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
Yours faithfully
MOURANT ECS TRUSTEES LIMITED
P.O. Box 1310, 5th Floor, Mondial House, 102 George Street,
Croydon CR9 1TQ, ENGLAND Tel 020 8667 4000
Definitive Copy U
THE EMPLOYEE SHARE ALLOCATION SCHEME OF PHILLIPS PETROLEUM
COMPANY UNITED KINGDOM LIMITED
VOTING INSTRUCTION FORM
Should you wish to vote, please complete and return this
entire form.
I, the undersigned being a participant in the Scheme, hereby
instruct Mourant ECS Trustees Limited (the Trustee of the
Scheme) to vote or cause to be voted any Common Stock of
Phillips Petroleum Company held by them on my behalf and
entitled to vote at the Annual Meeting of Stockholders to be
held on May 6, 2002 or at any adjournment thereof as follows:
PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU
WISH YOUR VOTE TO BE CAST.
The Board of Directors recommends a vote FOR the
Election of Directors and Proposal 1
FOR WITHHOLD FOR ALL
ELECTION OF
DIRECTORS | | | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space
provided below):
------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 1 -
APPOINTMENT OF
INDEPENDENT | | | | | |
AUDITORS
The Board of Directors recommends votes
AGAINST Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 -
ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 -
EXECUTIVE | | | | | |
COMPENSATION
NAME (in block capitals please)...............................
SIGNATURE.....................................................
DATE .........................................................
NOTES:
1. Full details of the items are contained in the
enclosed proxy statement.
2. To be effective this form of direction must be
mailed using the enclosed pre-paid envelope to reach
the Trustee no later than April 29, 2002.
3. If the Trustee does not receive any voting direction
from you, your shares will be voted in the same way
and in the same proportions as those for which the
Trustee receives directions from other participants.
Results of the Plan's voting will also be used to
vote a portion of the Phillips Petroleum Company
Compensation and Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL
AND WILL NOT DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM
COMPANY OR ANY OF ITS SUBSIDIARY COMPANIES.
Definitive Copy V
INPC ESOP Trustee Limited
Date: April 1, 2002
To: Participants in the INPC Employee Share Ownership
Trust
Dear Participant,
Enclosed is a notice of the Annual Meeting of Phillips
Petroleum Company Shareholders to be held on May 6, 2002 and
proxy statement. Also enclosed is Phillips Petroleum
Company's 2001 Annual Report.
The Trustee of the INPC Employee Share Ownership Trust is the
registered holder of the shares and has the right to attend
and vote at the Annual Meeting of Stockholders of Phillips
Petroleum Company to be held on May 6, 2002. However, you are
requested to instruct the Trustee on how to vote on the
resolutions to be proposed at the meeting. If you wish to do
so, you should complete the enclosed Ballot Paper at each
location and return it, using the enclosed pre-paid envelope,
or by personally delivering it to the locked ballot box, to
reach the Trustee at INPC's office by not later than April 29,
2002.
Each Participant shall get only one (1) vote. The Trustee
will vote all shares in the same way and same proportions as
those for which the Trustee receives directions from other
Participants.
Yours faithfully
INPC ESOP Trustee
Whitegate, Midleton, County Cork, Ireland,
Tel. 353-21-462-2212
Reg. in Ireland Number 345315
Definitive Copy W
INPC Employee Share Ownership Trust
BALLOT PAPER
Should you wish to vote, please complete and return this entire
form.
Being a Participant in the Trust, I hereby instruct INPC ESOP
Trustee Limited (the Trustee of the Trust) to vote or cause to be
voted my notionally allocated portion of any Common Stock of
Phillips Petroleum Company held by them and entitled to vote at
the Annual Meeting of Stockholders to be held on May 6, 2002 or
at any adjournment thereof as follows:
PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU WISH
YOUR VOTE TO BE CAST. DO NOT SIGN OR MAKE ANY OTHER MARK ON THIS
BALLOT PAPER OR YOUR BALLOT WILL BE REJECTED AND YOUR VOTE WILL
NOT BE COUNTED.
The Board of Directors recommends a vote FOR the
Election of Directors and Proposal 1
FOR WITHHOLD FOR ALL
ELECTION OF
DIRECTORS | | | |
01 Norman R. Augustine 06 J.J. Mulva
02 David L. Boren 07 J. Stapleton Roy
03 Robert E. Chappell, Jr. 08 Randall L. Tobias
04 Robert M. Devlin 09 Victoria J. Tschinkel
05 Larry D. Horner 10 Kathryn C. Turner
WITHHELD FOR (Write nominee name(s) in the space
provided below):
------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 1 -
APPOINTMENT OF
INDEPENDENT | | | | | |
AUDITORS
The Board of Directors recommends votes
AGAINST Stockholder Proposals 2 and 3
FOR AGAINST ABSTAIN
Proposal 2 -
ANWR REPORT | | | | | |
FOR AGAINST ABSTAIN
Proposal 3 -
EXECUTIVE | | | | | |
COMPENSATION
NOTES:
1. Full details of the items are contained in the enclosed
proxy statement.
2. To be effective this form of direction must be mailed
using the enclosed pre-paid envelope or personally
returned to the locked ballot box to reach the Trustee
no later than April 29, 2002.
3. Any mark on this ballot or mailing envelope other than
marking the boxes provided, will render this ballot
invalid.
4. Each Participant shall get only one (1) vote. The
Trustee will vote all shares in the same way and same
proportions as those for which the Trustee receives
directions from other Participants.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND
WILL NOT DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR
ANY OF ITS SUBSIDIARY COMPANIES.