PREAMBLE

ARTICLE I - DEFINITIONS

ARTICLE II - ELIGIBILITY

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ARTICLE III - PARTICIPATION AND EMPLOYEE DEPOSITS

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ARTICLE IV - COMPANY CONTRIBUTIONS

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ARTICLE V - SUSPENSION

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ARTICLE VI - THE TRUST FUND AND THE TRUSTEES

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ARTICLE VII - INVESTMENT DIRECTIONS

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ARTICLE VIII - THE SHARE SYSTEM AND VALUATION OF THE TRUST FUND

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ARTICLE IX - VESTING OF PARTICIPANT’S INTERESTS

ARTICLE X - WITHDRAWALS

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ARTICLE XI - PAYMENTS AND DISTRIBUTIONS

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ARTICLE XII - BENEFICIARIES AND GUARDIANS

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ARTICLE XIII - VOTING OF STOCK AND DISPOSITION OF STOCK PURSUANT TO TENDER OFFERS OR EXCHANGE OFFERS

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ARTICLE XIV EMPLOYMENT NOT AFFECTED BY PLAN

ARTICLE XV NON-ASSIGNABILITY

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ARTICLE XVI EXPENSES AND TAXES

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ARTICLE XVII - SUBSIDIARY COMPANIES

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ARTICLE XVIII - AMENDMENT AND TERMINATION OF THE PLAN

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ARTICLE XIX – ADMINISTRATION

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ARTICLE XX - CONSTRUCTION

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ARTICLE XXI - LOANS

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ARTICLE XXII – SPECIAL PROVISIONS FOR FORMER PARTICIPANTS IN THE TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

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ARTICLE XXIV – SPECIAL PROVISIONS FOR FORMER PARTICPANTS IN THE DCP SERVICES, LLC 401(K) AND RETIREMENT PLAN

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After-Tax Account shall mean the portion of a Participant’s account that includes the Participant’s interest in the Trust Fund attributable to the Participant’s After-Tax Deposits to the Plan.

After-Tax Deposits shall mean Deposits made to the Plan in accordance with Code Section 401(m), including all After-Tax Deposits resulting from the Employee exceeding the Code Section 402(g) limit.

Annual Addition shall mean the sum of all Contributions, Deposits, forfeitures and other amounts described in Code Sections 415(1)(1) and 419A(d)(2) allocated to a Participant’s account for the Plan Year.

Before-Tax Account shall mean the portion of a Participant’s account that includes the Participant’s interest in the Trust Fund attributable to the Participant’s Before-Tax Deposits to the Plan.

Before-Tax Deposits shall mean Deposits made to the Plan by the Company for the Participant, by payroll reduction, pursuant to an elective deferral under a CODA.

Beneficiary shall mean a natural person, or other legal entity, designated to receive any benefit under the Plan in the event of a Participant’s, alternate payee’s or Beneficiary’s death pursuant to Article XII.

Benefits Committee shall mean the committee responsible for the administration of the Plan, as more fully described in Article XIX.

Borrower shall mean any person who has a loan.

Catch-up Deposits shall mean the Deposits to the Plan described in Section 3 of Article III.

CODA shall mean a cash or deferred arrangement under Code Section 401(k).

Code shall mean the Internal Revenue Code of 1986, as amended from time to time, including the amendments made by Title II of ERISA.

Company shall mean Phillips 66 Company and any entity that is a member of the Employer, has adopted this Plan and joined in the Trust Agreements as provided in Article XVII.

Company Stock shall mean Shares of common stock, $0.01 par value, issued by Phillips 66, which shall constitute “employer securities” as defined under Code Sections 409(l) and 4975(e)(8).

Company Stock Fund shall mean an Investment Fund that contains all Shares of Company Stock held by the Trust Fund other than those held in the Leveraged Stock Fund.

ConocoPhillips Stock shall mean shares of ConocoPhillips stock.

ConocoPhillips Stock Fund shall mean a frozen Investment Fund that contains ConocoPhillips Stock held by the Trust Fund.

ConocoPhillips Leveraged Stock Fund shall mean a frozen Investment Fund consisting of allocated ConocoPhillips financed shares and other ConocoPhillips Shares acquired by the Plan as Company Contributions and earnings before August 5, 1989.

Contribution shall mean cash paid by a Company into the Trust Fund, except that “Contribution” shall not include Before-Tax Deposits or Roth 401(k) Deposits paid by a Company. Contributions shall also mean Shares of Phillips 66 Stock and ConocoPhillips Stock previously paid by the Company into the Trust Fund.

Conoco Thrift Plan shall mean the Thrift Plan for Employees of Conoco Inc.

Deposit shall mean Before-Tax Deposits, Roth 401(k) Deposits or After-Tax Deposits paid by or for an Employee into the Trust Fund other than loan repayments.

Employee shall mean a person reflected as active on a Company’s direct U.S. dollar payroll system; provided, however, such term shall not include (i) any leased employee within the meaning of Code Section 414(n), (ii) a member of a recognized or certified collective bargaining unit, unless coverage under the Plan is included under the collective bargaining agreement, or (iii) any person not on a direct U.S. dollar payroll, who is providing services whether or not determined at any time to be an independent contractor or common law employee. For purposes of this Section, “leased employee” shall mean any person who is not an employee of the Employer but who provides services to the Employer where (1) the services are provided under an agreement between the Employer and a leasing organization, (2) the person has performed such services for the Employer on a substantially full-time basis for a period of at least one year, and (3) the services are performed under the primary direction or control of the recipient.

Employer shall mean a Company or any other entity which is a member of the controlled group, as defined in Code Section 414(b), (c) or (o) of which Phillips 66 Company is a member, except that for purposes of Section 3 of Article IV, the term “controlled group” shall have the meaning set forth in Code Section 415(h).

Employment Date shall mean the date on which an Employee completes one Hour of Service.

ERISA shall mean Public Law 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time, with which this Plan is intended to comply.

ESOP shall mean the portion of the Plan that is described in Section 5 of Article VI. The ESOP shall constitute an employee stock ownership plan within the meaning of Code Section 4975(e)(7) and shall constitute a stock bonus plan under Code Section 401(a).

Financed Shares shall mean Shares of Company Stock acquired by the Trustees for the Trust Fund with the proceeds of an ESOP loan.

Highly Compensated Employee shall mean an employee of the Employer who (1) at any time during the current Plan Year or the Plan Year immediately preceding the current Plan Year was a five percent owner of the Employer, or (2) in the Plan Year immediately preceding the current Plan Year received more than $155,000 in compensation (adjusted pursuant to Code Section 415(d)) and, (3) was in the top 20% of all employees ranked on the basis of compensation.

Hour(s) of Service shall mean each hour for which an Employee is compensated or entitled to compensation for the performance of duties and includes each such hour for which back pay, irrespective of mitigation of damages, has been awarded or agreed to by the Company. An hour of service also includes each hour for which an Employee is compensated or entitled to compensation on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), jury duty, military duty or Company approved leave of absence as well as hours of time required to be taken into account by reason of Code Sections 414(b) and 414(c). Hours shall be credited to the computation period during which the duties are performed or to which the payment relates and, in the case of a period where no duties are performed, shall be credited on the basis of the number of regularly scheduled working hours during the period. All hours shall be calculated and credited in conformance with Sections 2530.200B-2(b) and (c) of Department of Labor regulations which are incorporated herein by reference.

Investment Committee shall mean the committee responsible for overseeing all matters related to the investment of Plan assets, as more fully described in Article XIX.

Investment Fund shall mean any one of the funds comprising the Trust Fund, as set forth in Section 2 of Article VI.

Leveraged Stock Fund shall mean a frozen Investment Fund consisting of allocated Financed Shares and other Shares acquired by the Plan as Company Contributions and earnings before August 5, 1989.

One-Year Break-in-Service shall mean any 12 consecutive month period commencing upon an:

Employment Date, or anniversary thereof, or

Reemployment Date, or anniversary thereof, during which an Employee does not complete 500 Hours of Service.

Participant shall mean any person who has an interest in the Trust Fund as a result of one or more of his Deposits or as a result of the transfer of funds from another plan to this Plan; provided, however, such term shall not include a Beneficiary or a person who has become entitled to an interest in the Plan as the result of the determination that a domestic relations order is qualified under ERISA and the Code.

Participant Transaction Price shall mean the price per Share of Company Stock and ConocoPhillips Stock for Participant stock transactions as adjusted by the Trustees under its established procedures for recognition of trading impact that applies to transactions into or out of the Company Stock Fund, ConocoPhillips Stock Fund Leveraged Stock Fund and ConocoPhillips Leveraged Stock Fund as described in Section 3 of Article VIII.

Pay shall mean the sum of the following items paid or deemed under the Company’s payroll system to be paid for each pay period prior to the date the Employee’s termination status with the Employer is reflected on the Company payroll system:

Wages or salary attributable to the regularly scheduled workweek of the Employee, including regularly scheduled overtime; provided, further, that with respect to months in which wages were received on an hourly basis for an employee classified as an Intermittent Employee on the Company’s records, “Pay” for such Employee shall be the sum of the wages received by such Employee for each month; provided however, that any single-sum cash payment in lieu of an increase in the regular earnings of an Employee shall not be included unless expressly included under the other terms of the Plan;

Unscheduled or temporarily scheduled overtime;

Shift differentials; premium pay for holidays actually worked; call-out pay; holiday pay; vacation pay (i.e., pay for vacation paid while an active employee of the Employer, not “termination vacation pay” as used in the Employer’s pay practices); and payments for unavoidable absences, including but not limited to sickness or injury, special duty, special assignment, shore allowance or shore relief (all as defined in the Company’s standard policies and/or payroll procedures);

Payments made for temporary upgrades in job classification which are applicable to work assignments within the facility in which the Employee is employed;

Back pay, irrespective of mitigation of damages, which has been either awarded or agreed to by the Employer, to the extent that the award or agreement specifies that back benefits are also to be granted; provided however, that back pay awards shall be treated as Pay in the periods to which such awards relate; and

Remuneration described in the above Paragraphs of this Section, which is received by an Employee under a direct U.S. dollar payroll of a member of the Employer that is not a Company, shall be deemed to be Pay.

Amounts both awarded and paid within the same calendar year under the Variable Cash Incentive Program of Phillips 66 (“VCIP”), and eligible amounts under the Commercial Bonus Program that would have been payable under the VCIP prior to January 1, 2019.

Amounts both awarded and paid in 2024 under the DCP Midstream, LP Short-Term Incentive Plan for service relating to January 1, 2023 through April 2, 2023; and amounts both awarded and paid in 2024 under the DCP Midstream Trading Bonus Plan equal to what would have been payable under the Variable Cash Incentive Program of Phillips 66 (“VCIP”) if the Employee had been eligible to participate in the VCIP for service relating to January 1, 2023 through April 2, 2023.

Phillips 66 Stock shall mean shares of Phillips 66 stock.

Plan shall mean the Phillips 66 Savings Plan, as amended and restated effective January 1, 2024, unless otherwise indicated.

Plan Month shall mean a calendar month.

Plan Sponsor shall mean Phillips 66 Company.

Plan Year shall mean a calendar year.

Reemployment Date shall mean the date following five One-Year Breaks-in-Service on which a previously employed person is reemployed and completes an Hour of Service.

Roth 401(k) Account shall mean the portion of a Participant’s account that includes the Participant’s interest in the Trust Fund attributable to the Participant’s Roth 401(k) Deposits in the Plan.

Roth 401(k) Deposits shall mean Deposits made to the Plan by the Participant as Roth elective deferrals that are made in lieu of Before-Tax Deposits and that are includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made the elective deferral.

Share shall mean a separately denominated portion of ownership in any Investment Fund in the Trust.

Subsidiary shall mean any corporation that is a member of the Employer excluding Phillips 66.

Termination (or Terminated) From Employment shall mean termination of employment from the Employer.

Thrift shall mean the portion of the Plan under which the Company makes nondiscretionary Contributions in accordance with Section 1.A(1) of Article IV.

Total Disability, Totally Disabled or Totally Disabled Participant shall mean the condition of a Participant who is:

certified, on a form and in the manner prescribed by the Plan Benefits Administrator, (by a physician who is licensed as a Medical Doctor (M.D.) or a Doctor of Osteopathy (D.O.)), to be totally and permanently disabled by reason of any medically determinable physical or mental impairment which can be expected to

determined by the Social Security Administration to be totally and permanently disabled. The participant must provide written proof of this determination.

Trust Agreements shall mean the trust agreements provided for in Section 1 of Article VI, and “Trustees” shall mean the trustees thereunder.

Trust Fund shall mean all Investment Funds held by the Trustees including those into which Deposits or Contributions shall be paid pursuant to the Plan.

Valuation Date shall generally mean each day the New York Stock Exchange is open for business.

General.

Normal Retirement Age.

Participation and Enrollment.

Voluntary Participation. Participation in the Plan by Employees is voluntary.

Payment of Deposits. Amounts representing Deposits shall be deducted from payrolls, or paid otherwise, in the manner prescribed by the Plan Benefits Administrator and shall be paid into the Trust Fund as soon as administratively practicable by the Company. These deductions will be considered Deposits when deducted from Pay. Separate accounts will be maintained for the Deposits of each Participant.

Enrollment. Each eligible Employee may elect to begin, change or stop making Deposits to the Plan at any time in the manner prescribed by the Plan Benefits Administrator. Changes to the Deposit percentages will become effective as soon as administratively practicable following the successful election of the change. An election to participate or to change a Deposit percentage will not be effective until after expiration of any applicable period of suspension. A Deposit election by an Employee that may be adjusted by the Plan Benefits Administrator, shall remain in effect until changed by the Employee, or adjusted by the Plan Benefits Administrator.

Automatic Enrollment / Automatic Increases. Notwithstanding any provision of the Plan to the contrary, except as provided in the following paragraph, an Employee who is eligible to make Deposits to the Plan and who is employed or reemployed by the Company on or after January 1, 2019 shall be automatically enrolled in the Plan to make Deposits as provided herein effective as soon as administratively practicable. An Employee who is automatically enrolled in the Plan pursuant to this subsection (and as more fully described in the last paragraph of this subsection D) shall be deemed to have elected to make Deposits to the Trust Fund (“Automatic Deposits”) in an amount equal to 8% of his Pay on a payroll period basis. In July of each Plan Year following the Plan Year during which an Employee’s Automatic Deposits commence, such Employee’s deferral percentage shall automatically increase by 1% of his Pay until such Employee’s deferral percentage is equal to 10% of his Pay on a payroll period basis, provided the Employee has not affirmatively elected to defer a different percentage or not to make Deposits to the Plan. If such Employee has not provided any investment direction pursuant to Section 1 of Article VII of the Plan with respect to his Automatic Deposits, such deposits (and any Thrift Contributions made thereon pursuant to Section 1.A(1) of Article IV) shall automatically be invested in the qualified default investment alternative as designated by the Investment Committee.

not to make any Deposits to the Plan;

to make Deposits in any alternative percentage permitted under this Section; or

to make Deposits as an alternative to the Deposits set forth in the last paragraph of this subsection D;

Reductions by the Plan Benefits Administrator. If during any Plan Year, on the basis of the Before-Tax Deposit rates and/or Roth 401(k) Deposit rates elected by Participants for such Plan Year, the Plan Benefits Administrator determines, in its sole discretion, that neither of the tests contained in (a) or (b) of Section 5.B(1) of Article III will be satisfied, the Plan Benefits Administrator may reduce the Before-Tax Deposits and/or Roth 401(k) Deposits of any Participant who is among the eligible Highly Compensated Employees to the extent the Plan Benefits Administrator determines is necessary to reduce the overall actual deferral percentage for such eligible Highly Compensated Employees to a level which will satisfy either (a) or (b) of Section 5.B(1) of Article III. The Plan Benefits Administrator may, in its sole discretion, permit a Participant whose Before-Tax Deposits and/or Roth 401(k) Deposits are reduced under this Section to contribute a like amount to his After-Tax Account, subject to the limits provided in this Article III of the Plan for After-Tax Deposits. If the Plan Benefits Administrator subsequently determines, in its sole discretion, that a Participant’s Before-Tax Deposits and/or Roth 401(k) Deposits were reduced below the level necessary to satisfy either of the tests contained in (a) or (b) of Section 5.B(1) of Article III for the Plan Year, then such Participant may be eligible to increase his Before-Tax Deposits and/or Roth 401(k) Deposits for the remainder of the Plan Year to a level not in excess of that level which will satisfy the greater of (a) or (b) of Section 5.B(1) of Article III.

Maximum Deposit Rate.

Employee Catch-Up Deposits.

Limitation of Deposits.

Code Section 402(g) Limitation. Notwithstanding anything contained in this Plan to the contrary, a Participant’s Before-Tax Deposits and Roth 401(k) Deposits and elective deferrals under this Plan and all other plans maintained by the Employer are limited to the amount allowed by Code Section 402(g) for the calendar year. An Employee’s Before-Tax Deposits and/or Roth 401(k) Deposits will automatically be converted to After-Tax Deposits when his total Before-Tax Deposits and Roth 401(k) Deposits in this Plan and all other CODAs of the Employer for the year exceeds the amount allowed by Code Section 402(g). Any excess Roth 401(k) Deposits and/or Before-Tax Deposits shall be reduced first by recharacterizing Before-Tax Deposits to After-Tax Deposits in the Plan, and then in all other plans of the Employer that are qualified under Code Section 401(k); and then by recharacterizing Roth 401(k) Deposits to After-Tax Deposits in the Plan, and then all other plans of the Employer that are qualified under Code Section 401(k). All recharacterizations shall be done by no later than 2¹⁄₂ months after the close of the Plan Year. Any remaining excess Before-Tax Deposits and/or Roth 401(k) Deposits, together with applicable earnings, will be refunded to the Participant from this Plan. Before-Tax Deposits or Roth 401(k) Deposits will resume in the Plan at the beginning of the following year if not changed by the Employee before that time. The Before-Tax Deposits and/or Roth 401(k) Deposit and applicable earnings amounts will be reported separately on the Participant’s W-2 Form. To the extent administratively practicable, if a Participant has participated in a plan of another employer during the Plan Year, the Participant may request a distribution of Before-Tax Deposits or Roth 401(k) Deposits or a recharacterization of Before-Tax Deposits or Roth 401(k) Deposits to After-Tax Deposits of the amount exceeding such 402(g) limit in a manner prescribed by the Plan Benefits Administrator.

401(k) Anti-Discrimination Test.

Before-Tax Deposits and Roth 401(k) Deposits made by Highly Compensated Employees during a Plan Year shall comply with limitations under Code Section 401(k) and regulations promulgated thereunder. For each Plan Year, the Employer shall maintain records sufficient to demonstrate satisfaction of one of the following tests:

The average annual Before-Tax Deposits and Roth 401(k) Deposit percentage for all eligible Highly Compensated Employees shall not exceed 125 percent of the average annual Before-Tax Deposits and Roth 401(k) Deposit percentage for all other eligible Employees for the current Plan Year; or

The average annual Before-Tax Deposits and Roth 401(k) Deposit percentage for all eligible Highly Compensated Employees shall not exceed 200 percent of the average annual Before-Tax Deposits and

The average annual Before-Tax Deposits and Roth 401(k) Deposit percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of the amount of each Participant’s Before-Tax Deposits and Roth 401(k) Deposits for such Plan Year to his Code Section 414(s) compensation for the portion of such Plan Year that he is an eligible Employee. Such averages shall be determined separately for Employees represented by collective bargaining units and for non-represented Employees.

To assure compliance with these limitations, any Before-Tax Deposits and Roth 401(k) Deposit percentage specified by a non-represented Employee who is a Highly Compensated Employee with a variable benefit base rate (as defined in the Company’s standard payroll procedures) greater than the amount specified in Code Section 414(q) (adjusted in the same manner as the $155,000 amount in Code Section 414(q) for the prior year), shall be subject to the Plan Benefits Administrator’s approval and adjustment; provided, however, the percentages for all non-represented Highly Compensated Employees shall be reduced where the limitation under Code Section 401(m) requires a reduction in the combined Before-Tax, Roth 401(k) Deposits and After-Tax rate to less than 1.25 percent for nonrepresented Highly Compensated Employees. Further, the percentages of all Highly Compensated Employees represented by collective bargaining units shall be subject to such adjustment. Such percentage may be so reduced by the Plan Benefits Administrator before it becomes effective, and may also be so reduced at any time by the Plan Benefit Administrator without prior notice, including the recharacterization of Before-Tax Deposits or Roth 401(k) Deposit percentages to After-Tax Deposit percentages prior to the close of the Plan Year in which the limitation was exceeded. To the extent of any such reduction of the portion of a Participant’s Deposit percentage allotted to his Before-Tax Deposits or Roth 401(k) Accounts, there shall be a corresponding increase in the portion of his Deposit percentage allotted to his After-Tax Account, which is subject to further adjustments as described in Paragraph C of this Section.

If the tests described in Subparagraph (1) of this Paragraph are exceeded at the end of any Plan Year, the amount of excess Before-Tax Deposits or Roth 401(k) Deposits for a Highly Compensated Employee will be determined in the following manner. First, determine how much the actual deferral ratio as defined in Code Section 401(k)(ADR) of the Highly Compensated Employee with the highest ADR would have to be reduced to satisfy the actual deferral percentage test as defined in Code Section 401(k)(ADP) or cause such ratio to equal the ADR of the Highly Compensated Employee with the next highest ratio. Second, this process is repeated until the ADP test would be satisfied. The amount of excess Before-Tax Deposits or Roth 401(k) Deposits is equal to the sum of these hypothetical reductions multiplied, in each case, by the Highly Compensated Employee’s Pay. The Plan Benefits Administrator also may apply these tests during the Plan Year and reduce Before-Tax Deposits or Roth 401(k) Deposits before the end of the Plan Year in any equitable and nondiscriminatory manner.

The income allocable to the excess Before-Tax Deposits or Roth 401(k) Deposits is equal to the sum of the allocable gain or loss for the Plan Year.

In determining the limitations to Before-Tax Deposits or Roth 401(k) Deposit percentages, the Plan Benefits Administrator shall aggregate participation in the Plan with other Before-Tax Deposits or Roth 401(k) Deposits to plans of the Employer qualified under Code Section 401(k) to the extent either permitted and elected or required under the Code.

401(m) Anti-Discrimination Test.

After-Tax Deposits and Contributions made by or on behalf of Highly Compensated Employees must comply with limitations under Code Section 401(m) and the regulations promulgated thereunder. For each Plan Year, the Employer shall maintain records sufficient to demonstrate satisfaction of one of the following tests:

The average annual After-Tax Deposit and Contribution percentage for all eligible Highly Compensated Employees who are not represented by a collective bargaining unit shall not exceed 125 percent of the average annual After-Tax Deposit and Contribution percentage for all other non-represented eligible Employees for the current Plan Year; or

The average annual After-Tax Deposit and Contribution percentage for all eligible Highly Compensated Employees who are not represented by a collective bargaining unit shall not exceed 200

The average annual After-Tax Deposit and Contribution percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of the sum of each Participant’s After-Tax Deposits (including any Before-Tax Deposits or Roth 401(k) Deposits which have been recharacterized as After-Tax Deposits) and Contributions for such Plan Year to his Code Section 414(s) compensation for the portion of such Plan Year that he is an eligible Employee.

To assure compliance with these limitations, any After-Tax Deposit percentage specified by a non-represented Employee, who is a Highly Compensated Employee with a variable benefit base rate (as defined in the Company’s standard payroll procedures) greater than the amount specified in Code Section 414(q) (adjusted in the same manner as the $155,000 amount in Code Section 414(q) for the prior year) shall be subject to the Plan Benefits Administrator’s approval and adjustment.

If the tests described in Subparagraph (1) of this Paragraph are exceeded at the end of any Plan Year, the Administrator will determine the excess After-Tax Deposits and Contributions in the following manner. First, determine how much the actual contribution ratio as defined in Code Section 401(m)(ACR) of the Highly compensated Employee with the highest ACR would have to be reduced to satisfy the actual contribution percentage test as defined in Code Section 401(m)(ACP) or cause such ratio to equal the ACR of the Highly Compensated Employee with the next highest ratio. Second, this process is repeated until the ACP text would be satisfied. The amount of excess After-Tax Deposits and Contributions is equal to the sum of these hypothetical reductions multiplied, in each case, by the Highly Compensated Employee’s Pay. The Plan Benefits Administrator also may apply these tests during the Plan Year and reduce After-Tax Deposits and Contributions before the end of the Plan Year in any equitable and nondiscriminatory manner.

The income allocable to the excess After-Tax Deposits and to any forfeited Contributions is equal to the sum of the allocable gain or loss for the Plan Year.

In determining compliance with Code Section 401(m) the Deposits and Contributions made to other plans of the Employer shall be aggregated with this Plan to the extent either permitted and elected or required under the Code.

Make-Up Deposits for Employees Returning from Military Service.

While continuing to receive Pay an Employee may continue Deposits through payroll deduction.

An Employee may suspend Deposits. Missed Deposits may be made up upon return to work through payroll deductions based on Pay within the time period prescribed in Code Section 414(u). Company Contributions will be applied to make-up Deposits.

Contributions.

Amount of Contributions. The Companies shall pay or cause to be paid to the Trustees, as a Thrift Contribution to the Plan, an amount equal to 100 percent of the first 8% of Deposits made by or for Participants to the Plan. Thrift Contributions shall be determined and made on a pay period basis at the same time that, or as soon as administratively feasible after, Deposits to the Plan for which Thrift Contributions relate are paid into the applicable Investment Fund. The Companies will not make “true-up” matching contributions.

Allocation of Contributions Among Participants. Each Thrift Contribution made in accordance with Section 1.A(1) of this Article IV shall be allocated among the separate accounts of Participants with respect to whose Deposits such Thrift Contributions are made, as provided in Section 3.B. of Article VI.

Designation as a Profit Sharing Plan and CODA. The Plan shall constitute a profit sharing plan under Code Section 401(a) with a CODA and with respect to assets held in the Company Stock Fund shall constitute a stock bonus plan under Code Section 401(a) and an employee stock ownership plan under Code Section 4975(e)(7).

Application of Forfeited Contributions. Any Contributions to the Plan that are paid by a Company in excess of the amounts which should have been so paid pursuant to the Plan, together with any earnings thereon, shall be used to offset future Contributions, or used subject to Article XVI, for expenses of administration of the Plan.

Designation as a Stock Bonus Plan and CODA and ESOP.

415 Limitations.

Notwithstanding anything contained in this Plan to the contrary, the Annual Addition of a Participant in this Plan for any calendar year when aggregated as required by Code Section 415(f), with annual additions under any other qualified defined contribution plan maintained, or deemed to be maintained, by the Employer in which such Participant may have participated during such calendar year (“aggregated annual additions”), shall not exceed the lesser of;

$69,000 (as adjusted by Code Section 415(d)); or

100 percent of such Participant’s compensation paid by the Employer for such year; provided, however, that the above limitation may be adjusted, as allowed by Code Section 415 and the regulations thereunder, with respect to a Participant who may also be participating or have participated in an

In the event it is subsequently determined that, as a result of a reasonable administrative error, a Participant has made Deposits or the Company has made Contributions relating thereto which are not permitted by reason of the limitations described in this Section, such Participant’s participation will be adjusted and Deposits shall be returned to him, to the extent necessary, and the Contributions attributable to all such returned Deposits shall be forfeited. In the event of any distribution of excess Deposits or forfeiture of Contributions under this Section, the amount distributed or forfeited shall include any earnings or losses attributable to the Plan Year in which the excess occurred.

Compensation included for the calendar year in accordance with the timing rules under the provisions in Treasury Regulation Section 1.415(c)-2(e)(3), includes:

amounts paid after a Participant’s severance from employment for services during the Participant’s regular working hours or outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments if (a) such amount would have been paid to the Participant prior to his severance from employment if he had continued in employment with the Employer (that has adopted the Plan) and (b) such amount is paid by the later of 2¹⁄₂ months after the Participant’s severance from employment with the Employer or the end of the calendar year that includes the date of such severance from employment;

amounts earned, but not paid, during a calendar year solely because of the timing of the pay periods, provided that such amounts are (a) paid during the first few weeks of the next calendar year, (b) included on a uniform and consistent basis with respect to all similarly situated Employees, and (c) not included in more than one calendar year; and

(a) amounts paid for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if his employment had continued, and/or (b) amounts received by the Participant pursuant to a nonqualified unfunded deferred compensation plan, but only if in either case the payment would have been paid to the Participant at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant’s gross income, provided that such amounts (i) are paid by the later of 2¹⁄₂ months after severance from employment with the Employer or the end of the calendar year that includes the date of such severance from employment and (ii) would have been included in the definition of compensation if such amounts were paid prior to the Participant’s severance from employment with the Employer.

Top Heavy Limitations.

Definitions. For purposes of this Section the terms described below shall have the following meanings:

“Aggregate Account Balances” shall mean, as of the Determination Date, the sum of Participants’ account balances under the Plan, adjusted for any Company Contributions due as of the Determination Date, and increased by any in-service distributions with respect to a Participant made during the five-year period, or any post termination distributions with respect to a Participant made during the one year period ending on the Determination Date; provided, that if this Plan is one of a Required or Permissive Aggregation Group, it shall include account balances under all defined contribution plans in such Group and the present value of the cumulative accrued benefits under all defined benefit plans in such Group (determined under the provision of such plan(s)), but the term shall not include rollover contributions described in Code Section 416(g)(4)(A), or accrued benefits or accounts described in Code Section 416(g)(4)(B) or accrued benefits or accounts for a person who performed no service for the Employer during the one-year period ending on the Determination Date.

“Compensation” shall mean, for purposes of determining status as a Key Employee, the person’s compensation as defined in Code Section 414(q)(7).

“Determination Date”, for purposes of determining if a plan is Top-Heavy for a Plan Year, means the last day of the preceding Plan Year, except in the case of the first Plan Year it shall mean the last day of such first Plan Year.

“Key Employee” shall mean any employee (including a deceased employee) who, at any time during the Plan Year containing the Determination Date is:

An officer of the Employer having annual Compensation greater than $220,000 as adjusted pursuant to Code Section 416(i)(1)(A) for any such Plan Year (with a maximum of 50 officers taken into account or, if less, the greater of three or ten percent of the employees);

Any five percent owner of the Employer; or

Any one percent owner having annual Compensation from the Employer of more than $150,000.

“Non-Key Employee” means any employee who is not a Key Employee.

“Permissive Aggregation Group” shall mean all plans in the Required Aggregation Group and any other qualified plan(s) of the Employer elected to be treated as part of the Permissive Aggregation Group, but only if such group of plans in the aggregate would satisfy the requirements of Code Sections 401(a)(4) and 410.

“Required Aggregation Group” means, for purposes of determining if a plan of the Employer is Top-Heavy for a particular Plan Year, each qualified plan of the Employer in which a Key Employee is a Participant for the Plan Year containing the Determination Date and each other plan, if any, which, during that period, enables the aforementioned plan(s) to meet the requirements of Code Sections 401(a)(4) or 410.

“Top-Heavy” means, with respect to any Plan Year, the Plan, or each plan within the aggregation groups described above in (6) or (7) of this Paragraph, as applicable, which satisfies the Top-Heavy determination test described in Section 4.B. of this Article as of the Determination Date.

“Super Top-Heavy” means, with respect to a Plan Year, the Plan or each plan in the applicable aggregation group which satisfies the Super Top-Heavy determination test described in Section 4.C. of this Article as of the Determination Date.

Top-Heavy Determination. The Plan shall be considered to be Top-Heavy for a Plan Year if, as of the Determination Date, either:

the Aggregate Account Balances of Key Employees exceed 60 percent of the Aggregate Account Balances for all employees, or

the Plan is part of a Required or Permissive Aggregation Group and the sum of Aggregate Account Balances of Key Employees under all plans in the group (including the present value of cumulative accrued benefits under applicable defined benefit plans) exceeds 60 percent of a similar sum for all employees.

Super Top-Heavy Determination. The Plan shall be considered to be Super TopHeavy for a Plan Year if the Plan would be considered Top-Heavy under the tests described in Section 4.B. of this Article if the applicable test were applied by substituting “90 percent” for “60 percent” each place it appears.

Top-Heavy Requirements. For any Plan Year in which the Plan is Top-Heavy, then, notwithstanding any other provision of the Plan to the contrary, the following provisions will apply:

Each Non-Key Employee shall be entitled to benefits equal to at least three percent of the Compensation of each such Non-Key Employee, to the extent required by Code Section 416(c)(2)(B); provided, however, to the extent such defined contribution minimum benefit is provided first from any other Qualified Plan of the Employer, it shall not be provided under this Plan;

Compensation of each employee which is taken into account to determine benefits shall be limited to the amount in effect under Code Section 414(q)(7).

Automatic Suspensions.

To the extent necessitated by the provisions of Section 3 of Article IV, relating to the limitations imposed by Code Section 415.

During the period a Participant is a member of an excluded unit or group as described in Section 4 of Article XVIII.

During any period that an Employee does not receive Pay.

No Make-Up of Deposits After Suspensions.

Resumption of Deposits After Suspension.

Trust Agreements.

Investment Funds.

The Trust Fund shall consist of the Company Stock Fund, the Leveraged Stock Fund, the ConocoPhillips Stock Fund, the ConocoPhillips Leveraged Stock Fund, and such other Investment Funds as may be selected by the Investment Committee, in its sole discretion, from time to time.

The Trust Fund shall also include, in addition to and segregated from any other Investment Fund, any amounts forfeited by Participants. Such forfeitures shall be used to offset future Contributions.

Investment of Deposits and Contributions.

Deposits. All Deposits made to the Plan shall be paid to the Trustees as soon as administratively practicable, and shall be invested by the Trustees directly in the Investment Fund(s) designated by the Participant. If an Employee does not have a current Investment Fund allocation in the Plan, his Deposits will be invested in a qualified default investment alternative as designated by the Plan Benefits Administrator.

Thrift Contributions. All Thrift Contributions to be paid to the Trustees with respect to Deposits made to the Plan shall be paid as soon as administratively practicable after associated Deposits are deducted, and shall be invested by the Trustees proportionately in the Investment Funds designated by the Participant for his Deposits made under the Plan. If an Employee does not have a current Investment Fund allocation in the Plan, his Thrift Contributions will be invested in a qualified default investment alternative as designated by the Plan Benefits Administrator.

Investment of Participant Loan Repayments.

Employee Stock Ownership Plan (ESOP)

The Leveraged Stock Fund shall constitute part of the ESOP and shall consist primarily of Company Stock purchased by the Trustees holding the assets attributable to the frozen stock savings feature in accordance with this Paragraph and allocated to eligible Participants in accordance with Section 2 of Article IV.

From time to time the Investment Committee may direct the Trustees holding the assets attributable to the ESOP to incur loans for the ESOP portion of the Plan. Any such ESOP loan shall bear a reasonable rate of interest and shall not be payable on demand except in the event of default to the extent permitted by Code Section 4975(d)(3) and Section 408(b)(3) of ERISA and any regulations promulgated thereunder. An ESOP loan shall be without recourse against the Plan and Trust Fund. Repayment of any ESOP loan may be secured by a collateral pledge or other encumbrance of Financed Shares, provided that any such pledge or other encumbrance does not violate ERISA, the Code, regulations promulgated by the Federal Reserve Board or any other applicable law or regulation. No other assets of the Trust Fund may be pledged or otherwise encumbered as collateral for an ESOP loan. Any pledge or other encumbrance of Financed Shares must provide for the release

No person entitled to payment under an ESOP loan shall have any right to assets of the Plan or Trust Fund other than:

Financed Shares given as collateral for the loan and remaining subject to pledge or other encumbrance;

Contributions (other than employer securities) that are made to the Plan to meet its obligations under the loan;

Earnings attributable to such collateral and the investment of such Contributions; and

Other assets permitted to be used for such purpose under ERISA and the Code.

As directed by the Investment Committee, the Trustees holding the assets attributable to the ESOP portion of the Plan shall, within a reasonable time after receipt of the proceeds of an ESOP loan, apply the loan proceeds to acquire Company Stock from either shareholders or Phillips 66, or to repay an ESOP loan.

The Trustees holding the assets attributable to the ESOP shall maintain Financed Shares purchased with a loan in a suspense account, which shall be deemed an asset of the Plan and shall constitute part of the ESOP.

The ESOP shall also include Shares in the Company Stock Fund.

Income on Fund Assets.

Trust Fund for the Benefit of Participants.

Purchase or Sale of Company Stock.

Sale of Securities.

Form of Securities.

Trustees’ Powers.

ConocoPhillips Stock Fund, Leveraged Stock Fund and ConocoPhillips Leveraged Stock Fund.

Investment Allocation Directions.

Each Participant making Deposits to the Plan shall, in the manner prescribed by the Plan Benefits Administrator, direct the total of his Deposits and the associated Contributions to be paid entirely into any one of the open Investment Funds, or in more than one Investment Fund in increments of one percent.

A Participant’s direction designating Investment Funds for his Deposits shall apply in the same manner as to Before-Tax Deposits, Roth 401(k) Deposits and After-Tax Deposits.

Allocation of a Participant’s future Deposits and associated Contributions to be paid into any Investment Fund may be changed at any time in the manner prescribed by the Plan Benefits Administrator. Changes will become effective as soon as administratively practicable following the successful election of the change.

All Deposits shall be paid to the Trustees as soon as administratively practicable, and shall be invested by the Trustees directly in the Participant’s designated Investment Fund(s). If an Employee does not have a current Investment Fund allocation in the Plan, his Deposits will be invested in a qualified default investment alternative as designated by the Plan Benefits Administrator.

Exchange Rules.

Additional Exchange Rules.

Redemption Fees.

Shares and Share Values.

The interest of each Participant and Beneficiary in each Investment Fund shall be represented by Shares allocated to him.

Subject to Section 3 of this Article, each Investment Fund’s Share price, called its net asset value (NAV) is calculated each Valuation Date after the close of regular trading on the New York Stock Exchange, generally 4 p.m., Eastern time.

On each date that Deposits, dividends receivable or Contributions are paid or credited into an Investment Fund, the Share value immediately prior to such additions shall be determined as provided in Sections 2 and 3 of this Article. Each Participant or Beneficiary shall then be credited with additional Shares in each applicable Investment Fund representing any additional Deposits, dividends credited to such Investment Fund, earnings on assets in such Investment Fund, and any Contributions made to his account.

The number of such Shares so credited shall be calculated by dividing the Share value into the sum of the additional Deposits, dividends credited to such Investment Fund, or Contributions paid into such Investment Fund on behalf of such Participant or Beneficiary, and the total number of Shares outstanding with respect to such Investment Fund shall be increased accordingly.

The Shares in the Investment Funds shall be kept in accounts that shall separate Shares attributable to each Participant’s Deposits and Contributions to the Thrift, and Deposits and Contributions to the stock savings feature, which was frozen effective December 31, 2012.

The Trustees may re-establish the value of Shares from time to time and shall adjust the number of Shares in each account accordingly such that the value of the account will not be affected.

Computation of Share Values for Determination of Participant Account at the End of Each Valuation Date.

Mutual Funds. Except for the Company Stock Fund, Leveraged Stock Fund, ConocoPhillips Stock Fund, and ConocoPhillips Leveraged Stock Fund, the value of a Share as of a Valuation Date for each Investment Fund that is invested in a mutual fund shall be the NAV of such mutual fund for that Valuation Date.

Separately Managed Funds. The unit value of units of participation purchased in separately managed funds shall be based on the accrued value, which shall include principal value plus accrued interest, of all investment vehicles within the fund divided by the total outstanding units within the fund for that Valuation Date. The unit value of units of participation shall include all costs and charges used to establish the unit value of the units of participation. The cost to a Participant’s Account of units of participation purchased pursuant to the separately managed funds and the proceeds credited to the Participant’s Account upon the sale of units of participation in the separately managed funds shall be based on the unit value for that Valuation Date.

Stock Funds. The Trustees shall value or obtain the value of each stock fund as of each Valuation Date.

On the basis of the latest recorded trade price for such security on the New York Stock Exchange, or if there has been no such recorded trade price, then on the basis of the mean of the latest recorded bid and asked price on such Exchange on such Valuation Date. If there have been no such recorded trade or bid and asked price on such Valuation Date, then on the basis of the latest recorded trade price for such security on such Exchange on the next Valuation Date, or the mean of the latest bid and asked price on the next Valuation Date, or the mean of the latest bid and asked price for such security on such Exchange during such period, whichever is the later;

In such situation when there is no such recorded trade price or bid/ask price, regardless of the price used for valuation, the stock fund will be frozen to participant activity until stock trading resumes on the market; and

For the purposes of this Section, recorded trade price and bid/ask price shall be those appearing on the records of the New York Stock Exchange. The term “business day” shall mean a day when the New York Stock Exchange and the Trustees are open for business.

Computation of Share Values for Company Stock or ConocoPhillips Stock Transactions.

When making Company Stock or ConocoPhillips Stock transactions, the Trustees shall offset Contributions, investment exchanges in and out of the applicable fund, and distributions on a daily basis. Transactions will be made among Participants of the applicable fund before executing any stock trades in the market in order to minimize the number of Shares that must be sold or purchased. Any Shares purchased or sold for that day are then valued using the Participant Transaction Price. The Participant Transaction Price shall be calculated using the following two components on the Valuation Date of the transaction.

Participants and Beneficiaries whose accounts have no activity for the Valuation Date or who are making a withdrawal of Shares of Company Stock or ConocoPhillipsStock, will have their Shares of Company Stock or ConocoPhillips Stock valued at the closing price for Company Stock or ConocoPhillips Stock valued at the closing price for Company Stock or ConocoPhillips Stock for that Valuation Date on the New York Stock Exchange.

Shares Are Without Priority or Preference.

Before-Tax Deposits and Roth 401(k) Withdrawals.

A Participant may, at any time, make a withdrawal of all or a part of his Before-Tax Deposits or Roth 401(k) Account upon the occurrence of any of the following events:

His attainment of age 59¹⁄₂;

His death;

The determination that he is Totally Disabled;

His Termination from Employment; or

The date of the termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employee stock ownership plan) provided however, this termination event shall be treated as an event permitting a withdrawal only when the withdrawal consists of the Participant’s entire interest in the Plan.

Notwithstanding any other provisions of Section 1 of this Article governing and restricting withdrawals by a Participant of the Participant’s interest in the Trust Fund, a Participant may make a withdrawal from his Before-Tax Deposits or Roth 401 (k) Account and After-Tax Account in the event of the Participant’s hardship. A withdrawal under this Paragraph will be on account of hardship if the withdrawal is necessary in light of the immediate and heavy financial need of the Participant. A hardship withdrawal under this Paragraph will be made only in the form of cash.

A withdrawal will be deemed to be necessary to satisfythe immediate and heavy financial need of a Participant if all of the following requirements are satisfied:

The amount withdrawn shall not exceed the amounts held in the Participant’s Before-Tax Account and Roth 401(k) Account, including earnings thereon, and any amounts that constitute qualified non-elective contributions and qualified matching contributions;

The withdrawal for hardship shall not exceed the amount necessary to meet the Participant’s immediate and heavy financial need, including an amount necessary to pay any federal, state or local income taxes or penalties anticipated to result from the distribution; and

The amount necessary to meet the immediate and heavy financial need is not available from distributions currently available under all other deferred compensation plans maintained by the Employer, including this Plan.

A withdrawal will be deemed to be made on account of the immediate and heavy financial need of the Participant if the withdrawal is for:

Costs directly related to the purchase (excluding mortgage payments) of the Participant’s principal residence;

Payments necessary to prevent the eviction of a Participant from his principal residence or to prevent the foreclosure on the mortgage of his principal residence;

Expenses for non-reimbursable medical care described in Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjustable gross income) incurred by the Participant, the Participant’s spouse, or any dependents of the Participant, or necessary for these persons to obtain such medical care. Expenses not previously incurred must be documented by: (i) the service provider’s written statement including the fees for the services to be performed; and (ii) a copy of the “predetermination of benefits” form showing the portion of such fee that would not be reimbursable as of the date of the form, from each health coverage of the Participant;

Payment of tuition and related educational fees for the next 12 months of post-secondary education for a Participant or the Participant’s dependent;

Payments for burial or funeral expenses for a Participant’s deceased parent, spouse, children or dependents;

Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to Code section 165(h)(5) and whether the loss exceeds 10% of adjusted gross income); or

Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (“FEMA”), provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in the area designated by FEMA for individual assistance with respect to the disaster.

After-Tax and Rollover Withdrawals and QNECs.

Contribution Withdrawals.

Other Withdrawal Rules.

The Plan Benefits Administrator must receive withdrawal directions within the time and manner and at such place as designated by the Plan Benefits Administrator.

A Participant’s or Beneficiary’s withdrawal request shall specify as to whether the withdrawal is to be made from the After-Tax Account, Before-Tax Account, or Roth 401(k) Account, and the amount to be withdrawn, if any, from each account. The withdrawal request may also specify the Investment Fund(s) from which the withdrawal is to be made, and the amount to be withdrawn must be specified as either a fixed amount or maximum (100 percent) withdrawal from each Investment Fund from which a withdrawal is requested.

A Participant or Beneficiary may withdraw from the Trust Fund any part or all of his interest attributable to his Before-Tax Account or Roth 401(k) (if permitted by Section 1 of this Article) or to his After-Tax Account. For the purpose of determining the amount of his interest attributable to his Before-Tax Deposits or After-Tax Accounts, the Plan Benefits Administrator shall account for such Deposits separately in each Investment Fund.

For the purpose of any withdrawal under this Article, determinations of values shall be made as of the Valuation Date on which the withdrawal is processed. No interest or earnings will be paid between the Valuation Date on which the withdrawal is processed and the receipt of the proceeds by the Participant.

Dividend Pass Through Election.

Roth In-Plan Conversions.

Definitions.

Direct In-Plan Roth Rollover means a direct rollover from a participant’s account (other than Roth 401(k) Deposits, In-Plan Roth Rollover Contributions, In-Plan Roth Transfers or Roth Rollover Contributions) to an In-Plan Roth Rollover Contribution Account or In-Plan Roth Transfer Account established for the Participant.

Indirect Rollover means a rollover contribution received by the Plan from an individual who previously received a distribution from a plan rather than having such amount directly rolled over to this Plan from the distributing plan.

Indirect In-Plan Roth Rollover means an Indirect Rollover from an individual’s Plan account(s) (other than Roth 401(k) Deposits, In-Plan Roth Rollover Contributions, In-Plan Roth Transfers or Roth Rollover Contributions) to an In-Plan Roth Rollover Contribution Account established for the individual.

In-Plan Roth Rollover Contribution means a contribution made to the Plan in accordance with Section 402A(c)(4) of the Code by the Participant to the Participant’s In-Plan Roth Rollover Contribution Account consisting of a distribution from a Participant’s Plan account(s), other than a Participant’s Roth 401(k) Account.

In-Plan Roth Transfer means a contribution made to the Plan in accordance with Section 402A(c)(4)(E) of the Code by the Participant to the Participant’s In-Plan Roth Transfer Account, consisting of a transfer from a Participant’s Plan account(s), other than a Participant’s Roth 401(k) Account, In-Plan Roth Rollover Contribution Account or Roth Rollover Account.

In-Plan Roth Rollover Contribution Account means the sub-account established under the Plan to account for a Participant’s In-Plan Roth Rollover Contributions.

In-Plan Roth Transfer Account means the sub-account established under the Plan to account for a Participant’s In-Plan Roth Transfer. Roth Rollover Account means the sub-account established under the Plan to account for a Participant’s Roth Rollover Contributions.

Roth Rollover Contribution means a contribution made to the Plan from an Other Plan (as such term is defined in section 8.B of Article XIX of the Plan) in accordance with Section 402A(c)(3) of the Code by the Participant to the Participant’s Roth Rollover Account. Notwithstanding the foregoing, the Plan will not accept as a Rollover Contribution any amount that was subject to a Roth in plan conversion in an Other Plan.

Effective Date.

Rollover Contributions.

Eligibility to Make Rollover Election.

Coronavirus Distributions.

Mandatory Payment or Distribution.

To a Participant or Beneficiary, his entire interest in all the Investment Funds, upon the happening of any one of the following events:

With respect to a Participant who has Terminated From Employment, as of any Valuation Date determined by the Plan Benefits Administrator that his account balance is $1,000 or less, unless he has an outstanding loan which is not in default;

With respect to a Beneficiary, as of any Valuation Date determined by the Plan Benefits Administrator that his account balance is $1,000 or less unless he has an outstanding loan which is not in default or has another account under this Plan with an account balance of greater than $1,000;

Upon termination of the Plan as described in Section 1.A.(5) of Article X, provided however that any distributions shall be in conformity with the applicable laws and regulations pertaining to distributions upon plan termination; or

To a Participant or Beneficiary, part or all of his interest at his request pursuant to Article X.

To a Beneficiary, upon the person’s death through which such Beneficiary becomes entitled to an interest in the Plan, unless his account is deferred pursuant to Section 4 of this Article.

To a Participant, any excess elective deferrals, excess Before-Tax Deposits or Roth 401(k) Deposits or excess After-Tax Deposits under the provisions of Article III.

Timing of Payment or Distribution.

Forms of Distribution.

Single-Sum Distribution Option.

A single-sum payment may be in the form of:

Cash. Cash is available from all Investment Funds. Cash payments will be made by check.

Stock. Distribution from the Company Stock Fund, ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund, and the Leveraged Stock Fund shall be made in whole Shares of Company Stock and ConocoPhillips Stock plus any cash adjustments; provided, however, that such payments or distributions shall be paid wholly or partially in cash upon directions by the person entitled thereto in the manner prescribed by the Plan Benefits Administrator.

“Eligible Rollover Distribution” shall mean the amount of any single-sum payment or a fixed dollar installment payment pursuant to Paragraph B of this Section made to a Participant, a Participant’s surviving spousal Beneficiary, or a spousal alternate payee (other than the part of such payment that is a required minimum distribution under Code Section 401(a)(9) or a deemed distribution under Section 8 of Article XXI). A hardship withdrawal made under Section 1.B. of Article X, shall not be an Eligible Rollover Distribution. A Participant, Participant’s surviving spousal Beneficiary or a spousal alternate payee may, in the manner prescribed by the Plan Benefits Administrator, designate a percentage of the Eligible Rollover Distribution to be paid to an individual retirement arrangement (IRA) or to another employer’s plan, to the extent allowed by the Code, with the remainder of the payment to be paid directly to such person. As a condition of eligibility for payment other than solely to such Participant, Participant’s surviving spousal Beneficiary, or spousal alternate payee, such person must furnish to the Plan Benefits Administrator the name of the trustee or custodian of the IRA or the name of the plan to which such percentage is to be paid, and represent that the recipient IRA or plan is eligible to receive and will accept an Eligible Rollover Distribution. If such Participant, spousal beneficiary, or spousal alternate payee fails to designate a percentage of the Eligible Rollover Distribution to be paid to an IRA or other plan or fails to provide any of the other information required by the Plan Benefits Administrator, payment shall be made solely to such person. An election of stock or cash from the Company Stock Fund, the Leveraged Stock Fund, ConocoPhillips

No less than 30 days and no more than 180 days prior to the date of distribution under this Section, a Participant or Beneficiary shall be provided the notice required by Code Section 402(f). However, such person may elect to waive the 30-day minimum period, after having been provided the opportunity to consider, for a period of at least 30 days, whether to commence or defer distribution.

Installment Payment Options.

A Participant who has Terminated from Employment,a Participant’s surviving spouse Beneficiary or an alternate payee may elect any one of the following forms of periodic payments:

Life Expectancy. A life expectancy installment is a series of payments based on single life expectancy of the recipient or the combined life expectancies of the recipient and his designated Beneficiary. The amount to be distributed shall be calculated by multiplying recipient’s life expectancy and/or the joint life expectancies of the recipient and his Beneficiary (based on tables set forth in the regulations under Code Section 401(a)(9) for single or joint life expectancy) by the frequency elected and then dividing the account balance, at the time the payment is calculated, by the number of payments remaining in the life expectancy first designated for this distribution option. Life expectancy installments will begin as soon as administratively practicable following the recipient’s election and will continue until revoked, the recipient reaches age 73 and required minimum distribution installments commence, the account is reduced to zero or the final payment is made based on the original life expectancy.

Fixed Dollar. A fixed dollar installment is a series of payments based on a designated fixed dollar annual amount selected by the recipient. Fixed dollar installments will begin as soon as administratively practicable following the recipient’s election and will continue until revoked, the account is reduced to zero or the recipient reaches age 73 and required minimum distribution installments commence.

Required Minimum Distribution. A required minimum distribution is a series of payments beginning only on the recipient’s required beginning date set forth in Section 4 of this Article based on the recipient’s life expectancy or the combined life expectancies of the recipient and his Beneficiary using life expectancy tables required by the regulations under Code Section 401(a)(9). The installments shall begin on the required beginning date at which time the recipient will receive two payments, the amount that is required for the year in which age 73 was attained and the current year’s payment. Required minimum distribution installments will continue each year thereafter until a single-sum distribution is elected or the account is reduced to zero.

Former Tosco Corporation Capital Accumulation Plan Participants. A Participant or a surviving spouse Beneficiary who has elected a fixed percent periodic payment under Tosco Corporation Capital Accumulation Plan prior to the transfer of accounts of that plan into this Plan as of December 31, 2002 shall continue to receive such periodic payments under that election; provided, however, that this payment option may not be elected under this Plan.

Former Conoco Thrift Plan Participants. A Participant or a surviving spouse Beneficiary who has elected a periodic payment option under the Conoco Thrift Plan prior to the transfer of accounts of that plan into this Plan as of October 3, 2003, which election is not offered under this Plan, shall continue to receive such periodic payments; provided, however, that these payment options may not be elected or reelected under this Plan.

Additional rules regarding installment payments.

The annual amount calculated for installment payments may be paid at the recipient’s election on a monthly, quarterly, semiannual or annual basis and any such election may be changed anytime.

An individual who, prior to his required beginning date elected a life expectancy or fixed dollar installment, will be required, in accordance with Code Section 401(a)(9) and the regulations thereunder, upon reaching his required beginning date, to receive additional annual amounts unless the current installment is equal to or more than the minimum required distribution.

Distribution of installment payments will be made from the recipient’s account in accordance with the Investment Fund sequence specified by the recipient, except that, if the recipient does not specify the sequence of Investment Funds to be distributed, the distribution will be made from the recipient’s account on a pro-rata basis from all Investment Funds. Distribution will be made in cash from all Investment Funds except the Leveraged Stock Fund, ConocoPhillips Stock Fund, ConocoPhillips Leveraged Stock Fund, and the Company Stock Fund, which funds may be distributed in cash, ConocoPhillips Stock or Company Stock at the recipient’s election.

An election made under Subparagraph (1) of this Paragraph may be revoked at any time.

A recipient who is receiving installment payments at the time of rehire by the Employer may continue to receive installment payments. However, Deposits and Contributions made after rehire and related earnings are subject to the restrictions that apply to current Employees will not be considered in calculation of the installment payments and must be accounted for separately.

Deferral of Distribution Until a Required Beginning Date.

Upon a Participant’s Termination from Employment, Total Disability, establishment of an account for an alternate payee pursuant to Section 1 of this Article, or the death of a Participant or Beneficiary, such Participant, alternate payee or Beneficiary shall, absent a withdrawal request, be deemed to have deferred receipt of a distribution from the Plan to the applicable required beginning date indicated in Paragraph B of this Section, termination of the Plan or other mandatory distributions set forth in Section 1 of this Article.

Distribution of accounts under the Plan may be deferred until one of the following required beginning dates in accordance with Code Section 401(a)(9) and the regulations thereunder:

For a former Employee, April 1 of the year following the year the Employee reaches age 73;

For the surviving spouse Beneficiary of a Participant, the later of December 31 of the year the Participant would have reached age 73 or December 31st of the year following the year the Participant died;

For all other Beneficiaries, December 31 of the year containing the tenth anniversary of the death of the Participant or the Participant’s surviving spouse Beneficiary;

For an alternate payee, the Valuation Date that distribution is required to be made to the Participant from whom the alternate payee’s interest is derived under a qualified domestic relations order;

For an active Employee age 73 or older, April 1 of the year following the year of Termination from Employment; or

For the Beneficiary of an alternate payee as soon as administratively practicable following the alternate payee’s death.

Lost Participant or Beneficiary.

Put Option.

Company Stock acquired with the proceeds of an ESOP loan will be subject to a put option if such Company Stock is not publicly traded when distributed or if it is subject to a trading limitation when distributed. The put option will be exercisable only by a Participant or by a person (including an estate or its distributees) to whom such Company Stock passes by reason of a Participant’s death. Under the put option, the Company offers to purchase the Company Stock from the Participant. In the event that Company Stock is subject to a put option because the Company Stock is not publicly traded and the Company Stock is distributed as part of an installment distribution, the amount paid for the Company Stock will be paid no later than 30 days after the exercise of the put option.

A put option will be exercisable at least during a 15-month period that begins on the date the Company Stock subject to the put option is distributed by the Plan. In the case of Company Stock that is publicly traded without restriction when distributed but ceases to be so traded within 15 months after distribution, the requirements of Treasury Regulation Section 54.4975-7(b)(11)(ii) shall apply.

A put option is exercised by the holder notifying the Company in writing that the put option is being exercised in accordance with procedures specified by the Benefits Committee.

The price at which a put option will be exercisable is the value of the security, as determined under Article VIII.

In the event of exercise of a put option pursuant to this Section, the Company shall pay the stockholder installments that satisfy the regulations under Code Section 4975, or at the Company’s discretion, in a single lump sum, provided that the provisions for payment under a put option shall be reasonable. The deferral of payment is reasonable if adequate security and a reasonable interest rate are provided for any credit extended and if the cumulative payments at any time are no less than the aggregate of reasonable periodic payments as of such time. Periodic payments are reasonable if annual installments, beginning 30 days after the date the put option is exercised, are substantially equal. Generally, the payment period may not end more than five years after the date the put option is exercised. However, it may be extended to a date no later than the earlier of 10 years from the date the put option is exercised or the date the proceeds of the loan used by the ESOP to acquire the security subject to the put option are entirely repaid.

The Plan shall not be obligated at any time to purchase Company Stock under a put option exercisable under this Section. Furthermore, the Plan shall not otherwise obligate itself to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the holder.

No Company Stock acquired with the proceeds of a loan described in Article VI, Section 5 may be subject to a put, call, or other option, or buy-sell or similar arrangement when held by and when distributed from the Trust Fund, whether or not the Plan is then an ESOP. The protections and rights granted in this Section are nonterminable, and such protections and rights shall continue to exist under the terms of this Plan so long as any Company Stock acquired with the proceeds of a loan described in Article VI, Section 5 is held by the Trust Fund or by any Participant or other person for whose benefit such protections and rights have been created, and neither the repayment of such loan nor the failure of the Plan to be an ESOP, nor an amendment of the Plan shall cause a termination of said protections and rights.

In the event that a portion of a Participant’s account is forfeited, Company Stock allocated under the ESOP will be forfeited only after other assets. If interests in more than one class of Company Stock have been allocated to the Participant’s account, the Participant will be treated as forfeiting the same proportion of each such class.

Beneficiary Designation.

Payment to Beneficiary.

Designation or Change of Beneficiary.

For a married Participant who wishes to designate a non-spouse Beneficiary - an irrevocable written consent from the current spouse, witnessed by a notary public (or a Plan representative as determined by the Plan Benefits Administrator), acknowledging the effect of the designation, provided further, such designation shall name a specific Beneficiary including any class of Beneficiaries or any contingent Beneficiaries, which shall not be changed without the consent of the spouse. Such election shall be effective only with respect to the spouse consenting to the election. The Participant

For a non-married Participant—a written certification, that he is not married on the date of his designation; provided, however that such designation shall become void and of no effect upon the marriage of the Participant.

Absence of Beneficiary Designation.

For a Participant: his surviving spouse, surviving natural or legally adopted children in equal shares, or the estate of the Participant, in that order of priority, shall be conclusively deemed to be the Beneficiary designated to receive such benefits; or

For a Beneficiary: the estate of the Beneficiary shall be conclusively deemed to be the Beneficiary designated to receive such benefit.

Beneficiary Designation-Effect of Divorce.

Alternate payees shall have the same rights as Beneficiaries under this Section.

Minors and Those Declared Incompetent.

Tax Qualified Disclaimers.

Trust and Trustees.

Controlling Provision.

Definitions.

“Voting Beneficiary” shall mean a person who shall have become entitled to a payment or distribution with respect to the Company Stock Fund or the Leveraged Stock Fund because of the death of a Participant;

“Voting Determination Date” shall mean the most recent Valuation Date for which accounting functions have been completed preceding the start of the period established by the Trustees for submission of directions as to how to vote or respond to an Offer;

Voting directions to the Trustees shall include (without limitation) directions to abstain from voting on a particular issue or issues;

A direction to the Trustees to take whatever action (including, without limitation, the sale, exchange or transfer of Plan Stock) as may be necessary to accept an Offer pursuant to its terms shall be referred to as a direction to “Accept” the Offer; and

A direction to the Trustees to take or omit to take whatever action (including, without limitation, the retention of Plan Stock) as may be necessary to reject an Offer shall be referred to as a direction to “Reject” the Offer.

Voting of Plan Stock and Response to Tender Offers.

Determination of Voting Interests.

Voting Directions and Proxy Solicitation Materials.

Voting Direction Forms.

If such person fails to give directions to the Trustees by the indicated deadline, the Trustees will vote any Shares of Plan Stock such person is otherwise entitled to vote in accordance with the procedure described in Section 8 of this Article; and

The Company and Phillips 66 acknowledge and agree to honor the confidentiality of voting directions to the Trustees.

Voting of Plan Stock by the Trustees.

Confidentiality.

Offer for Company Stock.

Direction Form and Information With Respect to an Offer.

If such person fails to give directions to the Trustees by the indicated deadline, the Trustees will Accept or Reject the Offer with respect to any Shares of Plan Stock such person is otherwise entitled to direct the Trustees in accordance with the procedure described in Section 12 of this Article; and

The Company and Phillips 66 acknowledge and agree to honor the confidentiality of Offer directions to the Trustees.

Trustees’ Response to a Tender Offer.

Confidentiality.

Neutrality of Benefits Committee, Investment Committee and Trustees.

Indemnity.

Trustees’ Expenses.

Plan Stock Returned.

Withdrawals or Distributions After Tender or Exchange.

The Trustees’ receipt of the proceeds, if any, of such tender or exchange; or

Transactions and circumstances incident to such receipt of proceeds.

Accounting for Participants’ and Beneficiaries’ Interests.

Fractional Shares.

Securities as a Result of Having Tendered Plan Stock.

Inalienability of Rights or Benefits.

Qualified Domestic Relations Orders.

Purchase or Sale of Securities and Taxes.

Plan Administration.

Expenses Attributable to a Particular Fund.

Losses.

ESOP Loan Proceeds Not to be Used for Administrative Expenses.

Adoption of Plan by Subsidiaries.

Such Subsidiary shall execute and deliver such instruments, as Phillips 66 Company and the Trustees shall deem necessary or desirable;

Such Subsidiary shall designate Phillips 66 Company as its agent to act for it in all transactions affecting the administration of the Plan and shall designate the Benefits Committee, Investment Committee, Plan Financial Administrator and the Plan Benefits Administrator to act for it and its Participants in the same manner in which the Benefits Committee, Investment Committee, Plan Financial Administrator and the Plan Benefits Administrator may act for the Company and its Participants; and

The right of a Subsidiary to continue participation in this Plan shall automatically cease upon the earlier of (i) the date such Subsidiary ceases to be a member of the Employer, or (ii) the date which is 60 days after the date Phillips 66 Company notifies such Subsidiary that its right to continue as a sponsor of this Plan is revoked. Active participation in the Plan for Employees of such Subsidiary shall likewise cease upon the same date.

Separation of Trust Fund at Request of a Subsidiary.

Amendment or Termination.

Termination by a Subsidiary.

Amendments Favoring Highly Compensated Employees.

Exclusion of Participants.

Plan Fiduciaries.

Allocation of Fiduciary Responsibilities.

General. The members of the Committees are fiduciaries of the Plan, as defined in Section 3(21) of ERISA, with respect to all responsibilities delegated to them under the Plan, and shall have all powers necessary or desirable to discharge the duties relating to the administration of the Plan as are delegated to them by the Plan and Trust Agreements, including, without limitation, the following powers and duties:

To establish and enforce such rules, regulations, procedures and forms as they shall deem necessary or appropriate for:

The conduct of their affairs and for the administration of the Plan by the Benefits Committee; and

The investment of assets of the Plan by the Investment Committee;

To delegate and allocate, in their discretion and to the extent considered appropriate, ministerial or discretionary powers and duties (other than the power to finally settle disputes) to one or more persons of its selection (whether or not members of a Committee);

To interpret and administer the Plan and Trust, including the resolution of ambiguities, inconsistencies and omissions; and

The Benefits Committee will review and resolve any disputes or claims that may arise under the Plan, following initial resolution by the Plan Benefits Administrator.

Plan Financial Administrator.

To execute on behalf of the Company, trust agreements, guaranteed investment contracts, group annuity contracts, investment advisory agreements, and investment management agreements, and to terminate the same;

To coordinate the activities of the Trustees, insurance companies, banks and investment managers;

To implement and monitor the funding of the Plan;

To require the Trustees, insurance companies, and investment managers to submit reports and allow audits of their records and accounts with respect to the assets of the Plan;

To maintain records with respect to the assets of the Plan; and

To delegate and allocate, in his discretion and to the extent he considers appropriate, fiduciary powers and duties, whether ministerial or discretionary, to one or more persons of his selection.

Plan Benefits Administrator.

All functions assigned to the Plan Benefits Administrator under the terms of the Plan or delegated to him by the Committee;

The determination of benefit eligibility and amount and certification thereof to the Trustees, banks and insurance companies;

The interpretation and administration of the Plan and Trust, including the resolution of ambiguities, inconsistencies and omissions, subject to review by the Committee as provided in Section 7 of this Article;

The initial findings of fact and resolution of disputes or claims filed pursuant to the procedure, and subject to review by the Committee as provided in Section 7 of this Article;

The delegation and allocation in his discretion and to the extent he considers appropriate, fiduciary powers and duties, whether ministerial or discretionary, to one or more persons of his selection;

The hiring of persons to provide necessary services to the Plan;

Compliance with all requirements of state or federal law relating to disclosure of Plan benefit rights to Participants;

The maintenance of all records of the Plan other than those required to be maintained by the Committees, Plan Financial Administrator, Trustees, insurance companies, banks and investment managers;

To prepare and file all reports required to be filed by the Plan with any governmental agency; and

To maintain records with respect to the benefits of Participants and Beneficiaries.

Accounts and Record-Keeping.

Reports to Participants.

Notice Periods.

Bonding and Indemnification.

Claims Procedure.

The Company has the necessary forms for securing benefits under the Plan. The forms are available on request and information concerning the application for benefits can be obtained by an Employee, Participant or Beneficiary from the Plan Benefits Administrator on request. Any claim for benefits provided by this Plan shall be presented in writing on the appropriate form to the Plan Benefits Administrator for interpretation, processing or denial. In the event that a claim is denied, in whole or in part, by the Plan Benefits Administrator, the claimant shall receive written notice within 90 days after receipt of the claim (45 days for disability claims), unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than 180 days after receipt of a claim (105 days for disability claims). In the event that the Plan Benefits Administrator determines that an extension of time is required for nondisability claims, the claimant will receive written notice of the extension prior to expiration of the initial 90 day determination period (45 day determination period for disability claims) indicating the special circumstances that require the extension and the date by which the Plan Benefits Administrator expects to render a determination. The Plan Benefits Administrator may extend the initial determination period for disability claims up to 30 days, and then for an additional 30 days provided the claimant is properly notified of the extension. A notice of claim denial shall include the following:

The specific reason or reasons for the denial;

The specific reference to pertinent Plan provision on which the denial was based;

A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

An explanation of the Plan’s claim review procedure.

Any claimant who believes that a claim has been improperly denied may (i) request a review of the denial by making a written application to the Benefits Committee; (ii) submit written comments, documents, records and other information relating to the claim to the Benefits Committee; and (iii) receive, free of charge, copies of all documents, records, and other information relevant to his claim. Any person filing an appeal of the denial of a claim by the Plan Benefits Administrator must do so in writing within 60 days after receipt of written notice of the denial (180 days for disability claims).

Compliance with the procedures described in Paragraphs A and B of this Section shall be a condition precedent to the filing of any action to obtain any benefit or enforce any right which any person may claim under the Plan. Any action to obtain a benefit or enforce a right under the Plan must be brought within two years after the Benefits Committee renders the decision described in Paragraph B.

Effective January 1, 2018, all claims and appeals involving a determination of disability are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the decision. Decisions regarding hiring, compensation, termination, promotion, or similar matters with respect to anyone involved in claims or appeals determinations are not made based on the likelihood that the individual will support the denial of benefits.

Transfers and Rollovers from Other Plans.

In connection with a Company’s transaction, including but not limited to corporate or other entity merger, disposition, acquisition or joint venture, and subject to the prior approval of the Plan Benefits Administrator, a Participant’s account in another plan qualified under Code Section 401(a) may be transferred to this Plan in a direct plan-to-plan transfer that satisfies all applicable requirements of ERISA and the Code. Transfers from other plans shall be allowed only if the benefits transferred are not subject to the survivor annuity requirements of Code Section 417.

An Employee, Participant or former Participant who provides evidence satisfactory to the Plan Benefits Administrator of such prior participation who has received a distribution of all or a portion of his interest in a plan meeting the requirements of Code Section 401(a) or an Individual Retirement Account under Code Section 408 (“Other Plan”), may in accordance with procedures approved by the Plan Benefits Administrator, rollover in cash all or a portion of the distribution received from the Other Plan to this Plan provided the following conditions are met:

The rollover occurs on or before the 60th day after the Participant receives the distribution from the Other Plan;

The distribution from the Other Plan qualifies as an eligible rollover distribution within the meaning of Code Section 402(c)(4);

The amount rolled over does not exceed the maximum amount which may be rolled over in accordance with Code Section 402(c)(4);

The amount rolled over does not include any loans taken from the previous employer’s plan;

Any non-taxable portion of the distribution from a Code Section 401(a) plan is identified so that it can be accounted for separately in this Plan; and

Non-taxable funds cannot be rolled over from an IRA.

Transfers to Other Plans.

Merger or Consolidation.

The Thrift Plan of Phillips Petroleum Company (the “Thrift”) and certain accounts of the Tosco Corporation Capital Accumulation Plan (CAP) were merged into, the Long-Term Stock Savings Plan of Phillips Petroleum Company (LTSSP), effective as of the close of business for the Trustees, December 31, 2002. All accounts in the CAP other than the Contribution In Lieu of Pension (CILP) accounts and Pension Equity Retirement Contribution (PERC) accounts of Participants in the CAP who also have benefits under the Tosco Pension Plan (TPP) were transferred to the LTSSP at such time. Immediately following the merger, the LTSSP was renamed the ConocoPhillips Savings Plan.

Immediately following the mergers, all assets transferred to the Plan were combined in the Trust Fund and invested in the Investment Funds that the Plan Financial Administrator determined appropriate.

As of the time of each merger, the sum of the account balances in the merging plans immediately prior to the merger shall be equal to or greater than the fair market value (determined as of the time of the merger) of the entire assets of this Plan immediately following the merger. It is intended that the mergers of the plans comply with the requirements of Code Section 414(l).

In the event of any merger or consolidation of the Plan (other than the merger described in Paragraphs A, B, and C) with, or transfer in whole or in part of the assets and liabilities of the Plan and related Trust Fund to, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants or Beneficiaries of this Plan, the assets of the Plan and related Trust Fund applicable to such Participants or Beneficiaries shall be transferred to the other plan provided each Participant or Beneficiary shall (if either this Plan or the other plan were to terminate) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer if this Plan had then terminated.

Errors and Misstatements.

Applicable Law.

Qualified Plan.

Headings.

Use of Pronouns.

Authority to Administer Loans.

Eligibility to Apply for Loans.

Basis for Approval or Denial of Loans.

A qualified domestic relations order has been received by the Plan Benefits Administrator for the Borrower’s account and a determination pursuant to Code Section 414(p) has not been made;

The Plan Benefits Administrator has determined it is in the best interest of the Plan to decline all applications or deny all loans for a period of time; or

The Borrower has defaulted on a previous loan resulting in a deemed distribution unless the Borrower’s loan was offset from the amount paid to the Borrower when a total distribution was made.

Types, Amounts, and Provisions of Loans.

Loan Types and Numbers. Except for the loans transferred in from the Conoco Thrift Plan or ConocoPhillips Store Savings Plan, a Borrower may have up to three loans outstanding at a time, one of which can be a home loan. A home loan for a term of up to 238 months must be for the purpose of acquiring any dwelling unit that will be used as the Borrower’s principal residence after the date as of which the loan proceeds are distributed.

Minimum Amount. The minimum amount of any single loan shall be $1,000.

Incremental Amounts. Any loan greater than the minimum amount shall be an even multiple of $100.

Maximum Amount. The maximum amount of any loan shall be limited to the lesser of the following:

$50,000 reduced by the sum of the Borrower’s highest outstanding balance of all loans from all plans sponsored by the Employer during the one-year period ending on the Valuation Date before the date on which such loan is updated on the Plan’s record-keeping system. For this purpose all loans from all plans of the Employer are aggregated.

Fifty percent of the Borrower’s account balance in the Plan, minus the sum of all the Borrower’s outstanding loan balances in all plans of the Employer as determined as of the Valuation Date immediately prior to the date on which such loan is updated on the Plan’s record-keeping system.

For a Plan loan taken on or after March 27, 2020 and before September 23, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act increases the amount that can be borrowed by a Participant under the Plan to the lesser of $100,000 or 100% of the participant’s vested account balance. Outstanding loans are included in calculating the available amount. For purposes of this provision, a Participant must be an active employee who is a qualified individual, as defined in the next paragraph.

For purposes of this subsection (3), a “qualified individual” is someone (a) who has been diagnosed with the virus SARS-CoV-2, or the coronavirus disease 2019 (collectively referred to as “COVID-19”); (b) whose spouse or dependent has been diagnosed with COVID-19; (c) who experiences adverse financial consequences stemming from COVID-19 as a result of being quarantined, furloughed, laid off, having reduced work hours, being unable to work due to lack of child care, the closing or reduction of hours of a business owned or operated by the individual, or other factors as determined by the Department of Treasury; (d) who has a reduction in pay (or self-employment income) due to COVID-19 or having a job offer rescinded or start date for a job delayed due to COVID-19; (e) whose spouse or a member of the individual’s household (as defined below) has been quarantined, furloughed or laid off, or had work hours reduced due to COVID-19, who was unable to work due to lack of child care due to COVID-19, who had a reduction in pay (or self-employment income) due to COVID-19, or had a job offer rescinded or start date for a job delayed due to COVID-19; or (f) whose spouse or a member of the individual’s household experiences a closing or reduction in hours of a business owned or operated by the individual’s spouse or a member of the individual’s household due to COVID-19. For purposes of applying these additional factors, a member of the individual’s household is someone who shares the individual’s principal residence.”

Source of Loan Proceeds. Funds to provide the Borrower’s loan proceeds shall be provided pro rata by source type by Investment Fund in the sequence as designated by the Plan Benefits Administrator. Distribution of loan proceeds shall be made in single-sum cash distributions as soon as administratively practicable following the Valuation Date on which the loan is processed. The loan will be processed after exchanges but before withdrawals.

Term of Loan. A loan shall be for one of the following terms, as selected by the Borrower. The term of the loan will begin as soon as administratively practicable following the date as of which the loan proceeds are updated on the record-keeping system.

Home Loan. The term of a Home Loan may be from 3 months to 238 months.

General Purpose Loans. The term of a general purpose loan may be from 3 months to 58 months.

Payroll Deductions. Except as otherwise provided in this Article, an application for a loan by an employee of the Employer shall constitute the consent to payroll deductions that will provide the amount necessary to make the required payments as set forth in Paragraph I.(1) of this Section until the loan is repaid in full, which must be by no later than the maximum terms provided under Paragraph F of this Section. Such payroll deductions shall be made in a manner approved by the Plan Benefits Administrator, and the amounts may be rounded for the purpose of dividing the monthly amount into partial payroll deductions.

Loan Payments by Electronic Debit. A Borrower who is not an employee of the Employer may elect to make loan payments for loans taken while an employee of the Employer through electronic debit payments from a bank or other financial institution, in a manner approved by the Plan Benefits Administrator. A Borrower who is an Employee on unpaid leave other than military leave or an Employee receiving workers compensation, state disability or short-term disability with insufficient pay to make loan repayment by payroll deductions can elect to make loan payments through electronic debit payments from a bank or other financial institution or submit a cashier’s check, certified check or money order payable to the Trustees as directed by the Trustees. These payments will be credited to the Borrower’s account as soon as administratively practicable following receipt by the Trustees.

Level Amortization and Repayment. Amortization of all loans shall be level and all required repayments shall be computed based upon the applicable pay frequency.

Payments Required. All repayments of principal and interest shall be required as determined by Plan Benefits Administrator based on the Borrower’s applicable pay frequency. An employee of the Employer who is on unpaid leave other than military leave and has elected to repay by cashier’s check, certified check or money order payable to the Trustees must submit the payment by the 12th of the month.

Full Prepayment. A Borrower may elect to make full repayment of any outstanding principal and interest at any time.

An employee of the Employer must submit a cashier’s check, certified check or money order payable to the Trustees and will be applied as soon as administratively practicable after receipt by the Trustees.

A Borrower who is not an employee of the Employer and has not defaulted on the loan(s) must submit a cashier’s check, certified check or money order payable to the Trustees and will be applied as soon as administratively practicable after receipt by the Trustees.

A Borrower who is not an employee of the Employer and making repayment by electronic debit must submit a cashier’s check, certified check or money order payable to the Trustees and will be applied as soon as administratively practicable after receipt by the Trustees.

Missed or Late Payments.

If for any reason a Borrower’s payroll deductions fail to cause the required payment to be received by the Trustees when due, the Borrower shall make such payment by submitting that amount by the 60^th day from the missed loan payment (or as soon as administratively practicable thereafter but before the loan is defaulted). Such payment shall be made as directed by the Plan Benefits Administrator. A Borrower who is not an employee of the Employer is not eligible to make late payments under this Subparagraph.

In the case of a Borrower who is not an employee of the Employer who elects to continue making loan payments pursuant to Paragraph H of this Section, any delinquent payments on such loans which occur prior to commencement of electronic debit payments will be paid over the remaining term of the loan by adjusting the future loan repayment amount to include such payments.

Partial Prepayment Required. In the event the outstanding balance of loans of a Borrower exceeds for any reason at any time the maximum amount permitted by the Plan or by the Code, the Borrower shall make a partial prepayment to bring such outstanding balance within allowable limits.

Fees. The Borrower may be charged origination and/or maintenance fees. Such fees shall be reasonable as determined by the Plan Benefits Administrator and shall be applied in a nondiscriminatory manner. Outstanding loans transferred from the Conoco Thrift Plan will not be subject to any maintenance fees.

Interest Rate.

Security and Loan Subaccounts.

Loan Repayments.

Default.

Such delinquency shall not exceed, for an employee of the Employer, the period allowed for late payment pursuant to Section 4.I. of this Article, and for a terminated employee, a period of 60 days (or as soon as administratively practicable thereafter) following Termination from Employment with the Employer. A Borrower who is not an employee of the Employer, and who has elected not to make electronic debit payments, or a Borrower’s estate may waive any remaining delinquency period in the manner prescribed by the Plan Benefits Administrator. Following such delinquency periods, the loan shall be in default.

Following commencement of payments through electronic debit by a Borrower who is not an employee of the Employer, any missed payment (including, rejection of the electronic debit because of insufficient funds in the account to make the full payment) will result in an immediate default of the loan.

Following commencement of payments through electronic debit by a Borrower who is an Employee on leave other than military leave, any missed payment (including rejection of the electronic debit due to insufficient funds in the account to make the full payment) will result in default on the 60^th day after the missed loan payment (or as soon as administratively practicable thereafter) and a deemed distribution of the outstanding loan balance from the Plan and will be made as soon as administratively practicable.

Deemed Distribution. A defaulted loan:

Shall be considered a deemed distribution to the Borrower and shall not be an “Eligible Rollover Distribution” pursuant to the provisions of Section 3.A.(2) of Article XI;

Shall continue to encumber the pledged portion of the Borrower’s Loan Subaccount until such time as distribution of his Loan Subaccount would be permissible to the Borrower under Article XI of the Plan, and when distribution is permissible shall be charged against the Borrower’s Loan Subaccount; and

Shall be deducted, when a distribution is permissible, from the amount due the Borrower or Borrower’s Beneficiary.

Suspension of Loan Payments.

Military Leave. Loans may be suspended for the period of time a Borrower is on a military leave of absence for which full Pay is not received. If the loan is suspended, the original loan payoff date can be increased by the same amount of time the Borrower is on military leave. Loan payments must resume once military service is completed. The interest rate on a loan for the time that a Borrower is on a military leave of absence shall not exceed six percent.

Non-Military Leave. Loans may be suspended for up to one year for a Borrower who is on a non-military leave of absence for which full Pay is not received. If the loan is suspended, the original loan payoff date can be increased by the same amount of time the Borrower is on non-military leave provided that the suspension period shall not exceed one year, and the term of the loan shall not exceed 58 months from the loan issuance date for a General Purpose Loan or 238 months from the loan issuance date for a Home Loan. Loan payments shall resume upon the earlier of the Participant’s return from leave or one year from the date of the loan suspension.

Suspension of Loan Payments for Coronavirus.

Special Provisions Control.

CILP Contributions.

Investment Directions.

Vesting and Restoration of Forfeitures.

Transfer from Coverage Under the Plan.

Distributions and Loans.

Definitions.

“CILP Contributions” means Contributions made to the Trust Fund by the Company in lieu of a pension pursuant to Section 2 of this Article, and includes amounts designated as CILP Contributions under the CAP at the time such amounts were transferred to this Plan from the CAP.

“Compensation” shall mean the sum of the following items paid or deemed under the Company’s payroll system to be paid during each pay period prior to the date the Employee’s termination status with the Employer is reflected on the Company personnel system:

Wages or salary attributable to the regularly scheduled workweek of the Employee, including regularly scheduled overtime; provided, further, that with respect to months in which wages were received on an hourly basis for an employee classified as an Intermittent Employee on the Company’s records, “Compensation” for such Employee shall be the sum of the wages received by such Employee for each month; provided however, that any single-sum cash payment in lieu of an increase in the regular earnings of an Employee shall not be included unless expressly included under the other terms of the Plan;

Holiday pay; vacation pay (i.e., pay for vacation paid while an active employee of the Employer, not “termination vacation pay” as used in the Employer’s pay practices); and payments for unavoidable absences, including but not limited to sickness or injury, special duty, special assignment, shore allowance or shore relief (all as defined in the Company’s standard policies and/or payroll procedures);

Back pay, irrespective of mitigation of damages, which has been either awarded or agreed to by the Employer, to the extent that the award or agreement specifies that back benefits are also to be granted; provided however, that back pay awards shall be treated as Pay in the periods to which such awards relate; and

Remuneration described in the above Paragraphs of this Section, which is received by an Employee under a direct U.S. dollar payroll of a member of the Employer that is not a Company, shall be deemed to be Pay.

“Period of Severance” means the period beginning on the date an Employee terminated his employment with Tosco Corporation or any other entity which was a member of the controlled group, as defined in Code Section 414(b) or (c), of which Tosco Corporation was a member, and ending on the date he becomes an Employee.

Special Provisions Control.

Distributions and Loans.

Special Provisions Control.

Vesting of DCP Profit Sharing Contributions.

A Participant’s vested percentage in his or her DCP profit sharing contributions will be determined under the following vesting schedule:

Years of Service

Less than 1

1 but less than 2

2 but less than 3

3 but less than 4

4 but less than 5

5 or more

Notwithstanding the foregoing, a Participant’s vested percentage in his or her DCP profit sharing contributions will be 100% upon occurrence of the following events:

The Participant becoming Totally Disabled prior to termination of employment;

The Participant’s death; or

The Participant reaching age 65 or if later, the fifth anniversary of the Participant’s employment with the Employer.

Years of Service will be determined using Elapsed Time. “Elapsed Time” means an Employee’s service with the Employer beginning on the Employee’s employment date or if the Employee has experienced a One-Year Period of Severance, beginning on the Employee’s date of reemployment. In determining an Employee’s Elapsed Time, the following rules apply:

Elapsed Time continues until an Employee’s Severance from Service Date.

There is no Severance from Service Date if an Employee retires, resigns or is discharged, but then is reemployed by the Employer within 12 months.

There is no Severance from Service Date if an Employee who is on a leave of absence separates from service for a reason other than retirement, resignation, discharge or death and within 12 months of the date of the leave of absence, the Employee is then reemployed by the Employer.

Elapsed Time is measured in days and aggregated in full and fractional years, with 30 days equaling one month and 12 months equaling on year; provided, however, that a Participant will not receive multiple credit for Elapsed Time with respect to any single period.

If an Employee has a Severance from Service Date, then is reemployed by the Employer, a new period of Elapsed Time begins, which is aggregated with the Employee’s prior periods of Elapsed Time, except in the case of an Employee who incurs five consecutive One-Year Periods of Severance, in which case a new period of Elapsed Time begins which is not aggregated with the Employee’s prior periods of Elapsed Time.

“Severance from Service Date” occurs on the earlier of—

A termination of employment or service on account of retirement, resignation, discharge or Death, or

The first anniversary of the date the Participant terminated employment or service on account of any reason other than the reasons set forth above, such as vacation, holiday, sickness, Disability, leave of absence or layoff. In the event that a Participant’s employment terminates during a leave of absence due to the Participant’s retirement, resignation, discharge or death, the Severance from Service Date will be the date the leave of absence commenced.

“One-Year Period of Severance” means a 12-consecutive-month period beginning on a Participant’s Severance from Service Date or any anniversary of that date during which the Participant does not perform services for the Employer. Solely for purposes of determining whether, for vesting purposes, a Participant has incurred a One-Year Period of Severance, if an Employee experiences a Severance from Service Date for maternity leave or paternity leave, then “first anniversary of the Participant’s Severance from Service Date” will be substituted for “Severance from Service Date” in the preceding sentence.

Elapsed Time shall include all service recognized by DCP Services, LLC as of April 1, 2023.