Exhibit 10(i)
Amended by CEO Approval
April 20, 1993
PHILLIPS PETROLEUM COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SECTION I - PURPOSE
-------------------
The purpose of the Phillips Petroleum Company Supplemental
Executive Retirement Plan ("Plan") is to supplement the
retirement benefits of Retiring eligible employees who were hired
in mid-career. Phillips Petroleum Company ("Company") recognizes
that from time to time, it retains the services of employee(s)
after the employee has performed services at another company (or
companies) for varying periods of time, in order to obtain the
special skills and expertise developed by the key employee during
these other periods of employment. These employees generally
forego all or a portion of their potential retirement benefits
upon leaving their previous employer(s). This Plan, therefore,
supplements retirement benefits to at least partially compensate
for the loss of retirement benefits accrued at the previous
employer(s). The amount of supplemental benefit payable under
this Plan will not cause a Retiring eligible employee's
retirement benefit to equal or exceed a full career Retiring
eligible employee's benefit.
SECTION II - DEFINITION OF TERMS
--------------------------------
a) Retirement Income Plan is the Retirement Income Plan of
Phillips Petroleum Company.
b) Retirement (or Retire, or is termination of employment with
Retiring) the Company on or after the
employee's earliest early
retirement date as defined in the
Retirement Income Plan. It
includes termination of employment
at an age below 55 only when
Section V applies.
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c) Credited Service, as determined in accordance with
Final Average Earnings, the provisions of the Retirement
Normal Retirement Date, Income Plan.
and Early Retirement Date
d) Total Final Average is the average of the high 3
Earnings earnings, excluding Incentive
Compensation Plan Awards, paid in
consecutive years of the last 10
years prior to termination of
employment plus the average of the
high 3 Incentive Compensation Plan
Awards for any of such last 10
years under the Incentive
Compensation Plan, whether paid or
deferred.
e) Total Credited Service is an employee's Credited Service
plus any additional months of
service as calculated under the
Principal Corporate Officers
Supplemental Retirement Plan.
SECTION III - ELIGIBLE EMPLOYEES
--------------------------------
All employees of the Company who are participants in the
Retirement Income Plan and who, a) as of November 1, 1988
participated in the Incentive Compensation Plan as members of
Teams I, II, III (including those individuals promoted to such
levels through November 1, 1988, ie: Grade 33 or above and ICP
eligible), or b) were active employee participants or were
eligible to participate in the Key Employee Death Protection Plan
on the date of its termination (December 31, 1986), c) are hired
subsequent to November 1, 1988 and at the time of hire are
recommended for participation in the Plan by the Vice President,
Human Resources and Services with approval by the Chief Executive
Officer, or d) prior to retirement are recommended for
participation in the Plan by the Vice President, Human Relations
and Services with approval
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by the Chief Executive Officer, will be eligible for benefits
under this Plan.
SECTION IV - ELIGIBILITY FOR BENEFITS
-------------------------------------
An eligible employee as described in Section III who commences
retirement benefits under the Retirement Income Plan, will be
eligible to receive the benefit amount described in Section VI
only if the results of (a) below exceed the results of (b) below
where:
(a) is the lesser of the following percentages;
(i) 2.4% times the greater of the eligible employee's
Credited Service or the Employee's Total Credited
Service at the time of Retirement; or
(ii) the Maximum SERP Benefit Percentage shown in the
schedule below based upon the eligible employee's
attained age at Retirement
and, (b) is the percentage derived by multiplying 1.6% times the
eligible employee's Credited Service at the time of
Retirement.
Attained
Age at Maximum SERP
Retirement Benefit Percentage
---------- ------------------
65 60.0%
64 58.4%
63 56.8%
62 55.2%
61 53.6%
60 52.0%
59 50.4%
58 48.8%
57 47.2%
56 45.6%
55 44.0%
54 or younger -0-
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SECTION V - SPECIAL ELIGIBILITY
-------------------------------
An eligible employee as described in Section III who is less than
age 55 and who is laid off under the Layoff Plan of Phillips
Petroleum Company and/or the Supplemental Layoff Plan of Phillips
Petroleum Company and/or the Enhanced Supplemental Layoff Pay
Plan of Phillips Petroleum Company or any similar plans which may
be adopted by the Company from time to time, will be eligible to
receive the benefit described in Section VI if the results of (a)
below exceed the results of (b) below where:
(a) is the lesser of the following percentages;
(i) 2.4% times the greater of an eligible employee's
Credited Service, or the employee's Total Credited
Service at the time of layoff; or
(ii) the Maximum SERP Benefit Percentage shown in the
schedule below based upon the eligible employee's
attained age at the time of layoff.
and, (b) is the percentage derived by multiplying 1.6% times the
eligible employee's Credited Service at the time of
layoff.
Attained Age
at the time Maximum SERP
of Layoff Benefit Percentage
---------- ------------------
54 42.4%
53 40.8%
52 39.2%
51 37.6%
50 36.0%
49 34.4%
48 32.8%
47 31.2%
46 29.6%
45 28.0%
44 26.4%
43 24.8%
42 23.2%
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Attained Age
at the time Maximum SERP
of Layoff Benefit Percentage
---------- ------------------
41 21.6%
40 20.0%
39 18.4%
38 16.8%
37 15.2%
36 13.6%
35 12.0%
34 10.4%
33 8.8%
32 7.2%
31 5.6%
30 4.0%
29 2.4%
28 0.8%
SECTION VI - BENEFIT AMOUNT
---------------------------
An eligible employee who qualifies for benefits under this Plan
in accordance with Sections IV and V will be eligible to receive
retirement benefits from the Plan as follows:
A. With respect to eligible employees who commence retire-
ment benefits on or after their Normal Retirement Date
- multiply the lesser of (a)(i) or (a) (ii) as computed
in Sections IV or V, as applicable, times the greater
of the employee's Final Average Earnings or the
employee's Total Final Average Earnings and with the
results reduced by the portion of the eligible
employee's Primary Social Security benefit as
determined in the same manner as such reduction is
determined under the Final Average Earnings formula of
the Retirement Income Plan.
B. With respect to eligible employees who commence
retirement benefits at an Early Retirement Date -
benefits will be
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calculated in the same manner as the benefits for
Normal Retirement Date, as described in A. of this
Section, but reduced for early retirement in the same
manner as is applicable under the Retirement Income
Plan.
In either A. or B. above the Retirement Income Plan calculations
shall be made as if no benefit limitations were imposed by the
Internal Revenue Code and no benefit reductions resulted from
participation in any qualified or non-qualified Company-sponsored
benefit plan, and the resulting benefit amount will be reduced by
applicable retirement benefit payments for which the retiree is
eligible from any of the following plans, or any other similar
plan or plans, of the Company or any of its subsidiary or
affiliated companies; Retirement Income Plan, Retirement
Restoration Plan of Phillips Petroleum Company, Key Employee
Deferred Compensation Plan of Phillips Petroleum Company, the
Retirement Makeup Plan of Phillips Petroleum Company, Principal
Corporate Officers Supplemental Retirement Plan of Phillips
Petroleum Company and the Phillips Petroleum Company Key Employee
Death Protection Plan.
SECTION VII - PAYMENT OF RETIREMENT BENEFITS
-------------------------------------------
Subject to the requirement that the manner of payment of
retirement benefits determined in accordance with this Plan, the
Retirement Restoration Plan of Phillips Petroleum Company, the
Key Employee Deferred Compensation Plan of Phillips Petroleum
Company, the Principal Corporate Officers Supplemental Retirement
Plan of Phillips Petroleum Company, and the Retirement Makeup
Plan of
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Phillips Petroleum Company, shall be the same, and subject
further to the condition that a Retiring eligible employee who
receives retirement payments under this Plan other than in one
lump-sum payment, shall agree to be available during the payment
period to provide, from time to time, advice and consultation to
the Company after reasonable notice, or forfeit his/her remaining
unpaid benefits, therefore:
(i) The Retiring eligible employee may elect on the forms
prescribed by the Company to have such retirement
payments paid on a straight-life annuity basis, or to
have such life annuity payments converted in the manner
provided by the Retirement Income Plan to any one of
the other forms of payment which the Retiring eligible
employee would be entitled to select (except the
lump-sum settlement option) if such payments were to be
paid to the Retiring eligible employee under the
Retirement
Income Plan.
(ii) Notwithstanding (i) above, an eligible employee who is
commencing retirement benefits at age 60 or older may,
not later than 30 days prior to commencing retirement
benefits, express preferences as to:
(a) whether the payment amounts should be converted in
the manner provided by the Retirement Income Plan
from a life annuity basis to one lump-sum payment,
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(b) whether such lump-sum payment shall be paid to the
employee on or as soon as practicable after the
employee's commencement of retirement benefits,
(c) whether such lump-sum payment shall be credited as
an award under the Company's Key Employee Deferred
Compensation Plan.
The Chief Executive Officer, with respect to Retiring eligible
employees who are not members of the Board of Directors and the
Compensation Committee of the Board of Directors, with respect to
Retiring eligible employees who are members of the Board of
Directors, shall consider such indication of preference and shall
respectively decide whether to accept or reject the preferences
expressed. In the event the Chief Executive Officer or the
Compensation Committee, as applicable, accepts such Retiring
eligible employee's preference, such retirement benefit shall be
paid in one lump sum as soon as practicable after the later of
such acceptance or the Retiring eligible employee's retirement
benefit commencement date; or if applicable, credited as of the
eligible employee's retirement benefit commencement date as an
award under the Key Employee Deferred Compensation Plan.
SECTION VIII - PAYMENT OF RETIREMENT BENEFITS
---------------------------------------------
This Plan shall be unfunded. All benefits shall be provided
solely from the general assets of the Company and any rights
accruing to an eligible employee under the Plan shall be those of
a general creditor; provided, however, that the Company may
establish a
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grantor trust to satisfy part or all of its Plan payment
obligations so long as the plan remains unfunded for purposes of
Title I of ERISA.
SECTION IX - MISCELLANEOUS PROVISIONS
-------------------------------------
(a) No right or interest of an eligible employee under this Plan
shall be assignable or transferable, in whole or in part,
directly or indirectly, by operation of law or otherwise
(excluding devolution upon death or mental incompetency).
(b) This Plan shall be administered by the Chief Executive
Officer except to the extent otherwise specifically stated
herein, and the Chief Executive Officer's decisions in all
matters relating to the interpretation and application
thereof shall be final.
(c) The Chief Executive Officer, may amend or terminate this
Plan at any time if, in his or her sole judgment such
amendment or termination is deemed desirable. However, such
amendments may not increase the benefits payable hereunder
to any Officer of the Company who is also currently a
Director of the Company.
(d) No amount accrued or payable hereunder shall be deemed to be
a portion of an eligible employee's compensation or earnings
for the purpose of any other employee benefit plan adopted
or maintained by the Company, nor shall this Plan be deemed
to amend or modify the provisions of the Retirement Income
Plan.
(e) Participation or nonparticipation in this Plan shall not
affect any eligible employee's employment status, or confer
any special rights other than those expressly stated in the
Plan.
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(f) Except as otherwise provided herein, the Plan shall be
binding upon the Company, its successors and assigns,
including but not limited to any corporation which may
acquire all or substantially all of the Company's assets and
business or with or into which the Company may be
consolidated or merged.
(g) The payment of benefits to eligible employees commencing
retirement benefits under this Plan is contingent upon their
not engaging in activities during the payment period which,
in the evaluation of the Chief Executive Officer, are
detrimental to the Company. Such determination that an
eligible employee has engaged in activities detrimental to
the Company will result in the forfeiture of his/her unpaid
benefits.
(h) The Plan shall be construed, regulated, and administered in
accordance with the laws of the State of Oklahoma except to
the extent that said laws have been preempted by the laws of
the United States.
SECTION X - EFFECTIVE DATE
--------------------------
This Plan became effective January 1, 1987.
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