Exhibit 10.31
AMENDED AND RESTATED
CONOCO INC.
SALARY DEFERRAL & SAVINGS RESTORATION PLAN
I. PURPOSE
The purpose of the Salary Deferral & Savings Restoration Plan (Plan) is to
provide eligible employees with the opportunity to defer, until
termination of employment, receipt of salary that, because of compensation
limits imposed by law, is ineligible to be considered in calculating
benefits within the Company's tax-qualified defined contribution plans and
thereby recover benefits lost because of that restriction.
II. ADMINISTRATION
The administration of this Plan is vested in the Employee Benefit Plans
Board (EBPB). The EBPB may adopt such rules as it may deem necessary for
the proper administration of the Plan, and may appoint such persons or
groups as may be judged necessary to assist in the administration of the
Plan. The EBPB's decision in all matters involving the interpretation and
application of this Plan shall be final. The EBPB shall have the
discretionary right to determine eligibility for benefits hereunder and to
construe the terms and conditions of this Plan.
III. ELIGIBILITY
An employee of the Company who is eligible to participate in the Thrift
Plan for Employees of Conoco Inc. (the Thrift Plan) and whose annual base
compensation exceeds the amount prescribed in Internal Revenue Code
Section 401(a)(17) shall be eligible to participate in this Plan
(hereinafter "Participant"). Participant shall also include any individual
who continues to have a Participant Account under this Plan.
For purposes of this Plan, the term "Company" means ConocoPhillips
Services Inc., Conoco Pipe Line Inc., or Louisiana Gas Systems Inc. Prior
to January 1, 2003, Company included Conoco Inc.
Participation in this Plan is entirely voluntary.
IV. PARTICIPANT ACCOUNTS
A. PARTICIPANT CONTRIBUTIONS
A Participant may elect to defer receipt of a percentage of annual
base compensation in excess of the amount prescribed in Internal
Revenue Code Section 401 (a)( 17), and have the dollar equivalent of
the deferral percentage credited to a Participant Account under this
Plan. The deferral percentage elected under this Plan shall not
exceed that allowed in total in the tax-qualified defined
contribution plans of the Company in which (s)he participates.
Except as provided below, such deferral election will be made prior
to the beginning of each calendar year and will be irrevocable for
that calendar year.
For purposes of a Participant's first year of participation in this
Plan, the compensation
deferral election must be made no later than 30 days prior to the
first day of the month for which compensation is deferred and will
be irrevocable for the remainder of that calendar year.
B. COMPANY CONTRIBUTIONS
1. To the extent that a Participant makes a deferral election
under the terms of subparagraph (A) above, the Company will
credit to that Participant's Account in this Plan an amount
equivalent to the Company matching contributions that would be
provided to that Participant under the terms of the Company's
tax-qualified defined contribution plans in which (s)he is
participating.
2. The Company will credit to the Participant's Account in this
Plan an amount equivalent to the value of the Semiannual
Allocation or Supplemental Allocation under the Stock Savings
Feature of the ConocoPhillips Savings Plan (the CPSP) as those
terms are used in the CPSP that would be provided to that
Participant on his or her annual base compensation in excess
of the amount prescribed in Internal Revenue Code Section 401
(a)(7) under the terms of the CPSP.
C. EARNINGS EQUIVALENTS
Credits for Participant Contributions and Company Contributions
shall be treated as having been invested in one or more of the
investment options available in the Company's tax-qualified defined
contribution plan in which (s)he is participating. Additional credit
(or debit) amounts will be posted to the Participant's Account in
this Plan based on the performance of those investment options.
The Participant shall have the right to:
I. Designate which investment options are to be used in valuing
his/her Account under this Plan, subject to the rules
governing investment direction in the Thrift Plan; and/or
2. Change the designated investment options used in valuing
his/her Account under this Plan, subject to the rules
governing investment direction and/or transfers among funds in
the Thrift Plan.
D. CREDITS TO ACCOUNTS
I. Participant Contributions, Company Contributions, and Earnings
Equivalents shall be credited (or debited) to the
Participant's Account under this Plan as unfunded book entries
stated as cash balances, and will not be payable to a
Participant until such time as employment with the Company
terminates. The cash balances in Participant Accounts shall be
unfunded general obligations of the Company, and no
Participant shall have any claim to or security interest in
any asset of the Company on account thereof.
2. For each employee who was participating in the DuPont Salary
Deferral & Savings Restoration Plan (DuPont Plan) immediately
prior to January 1, 1999, an amount equivalent to Participant
Contributions, Company Contributions, and Earnings Equivalents
under the DuPont Plan credited (or debited) to the
Participant's Account under the DuPont Plan shall be credited
to the Participant's Account under this Plan as unfunded book
entries stated as cash balances, and will not be payable to
such Participant until such time as employment with the
Company terminates. The cash balances in Participant Accounts
shall be unfunded general obligations of the Company and no
Participant shall have any claim to or security interest in
any asset of the Company on account thereof.
V. VESTING
Participant Contributions and Company Contributions and Earnings
Equivalents shall be vested at the time such amounts are credited to the
Participant's Account.
VI. PAYMENT OF BENEFITS
Amounts payable under this Plan shall be delivered in a cash lump sum as
soon as practicable after termination of employment unless the Participant
irrevocably elects under rules prescribed by the EBPB to receive payments
in a series of annual installments. All payments under this Plan shall be
made by, and all expenses of administering this Plan shall be borne by,
the Company.
VII. RIGHT TO MODIFY
The Company reserves the right, at any time, to amend, suspend, terminate,
change, or discontinue this Plan in its discretion by action of the Board
of Directors or its delegee. Notwithstanding the preceding sentence, no
such amendment, suspension, termination, discontinuation, or change shall
deprive any person of his accrued benefit under the terms of the Plan or a
lump sum distribution payable as soon as practicable upon termination of
employment, including termination for retirement, with respect to his
accrued benefit.
WITNESS MY HAND to this Conoco Inc. Salary Deferral & Savings Restoration Plan,
as restated effective January 1, 2003.
/s/ Joseph C. High
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Joseph C. High, Vice President, Human Resources