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SUMMARY OF MATERIAL MODIFICATIONSTO THE CONOCOPHILLIPS SUMMARY PLAN DESCRIPTIONCONOCOPHILLIPS RETIREMENT PLAN (all titles)This notice is required by law. No action is required by you,but you may wish to avail yourself of the new provisions.This is a Summary of Material Modifications (SMM) for the ConocoPhillips Retirement Plan(Plan) which is required by law. This document, when combined with the applicable SummaryPlan Description (SPD), summarizes the official plan provisions as in effect on various dates inthe plan year 2020. The changes are effective on the specified dates. Please retain this SMM withthe previously provided SPDs. Contact Fidelity for more information, to certify eligibility, and tosee if any changes/extensions have been made to these provisions.ChangeChange inrecordkeeperAppeals timingexpandedInformationEffective DateFidelity Workplace Services LLC became theJanuary 1, 2020recordkeeper for the Plan. The contact information forthe new recordkeeper is:Address:ConocoPhillips Retirement Centerc/o Fidelity InvestmentsP.O. Box 770003Cincinnati, OH 45277-0069Overnight:ConocoPhillips Retirement Centerc/o Fidelity Investments100 Crosby ParkwayCovington, KY 41015Phone:(833) 637-4015Hours:7:30 a.m. to 7:30 p.m. Central time,Monday through FridayInternet:www.netbenefits.comThe timeline for filing appeals has been extended byApril 28, 2020excluding the “Outbreak Period” when calculating thetiming for appeals. The Outbreak Period is the periodfrom March 1, 2020 through the date sixty days afterthe declared end of the Coronavirus nationalemergency. If you have any questions about theappeals timing, please contact Fidelity at theinformation provided above or the BenefitsCommittee.This brief description of changes to the Plan is meant to provide a summary of information about the Plan;however, the actual ConocoPhillips Retirement Plan is the governing document. ConocoPhillips Company, thesponsor of the Plan, reserves the right to amend or terminate the Plan at any time, at its sole discretion. Thisdocument is not intended to modify our “at-will” employment arrangement.
TOSCO PENSIONPLANTitle III of the ConocoPhillipsRetirement PlanEffective January 1, 2019
Tosco Pension PlanTitle III of the ConocoPhillips Retirement PlanWelcome to Your Summary Plan Description for the ToscoPension Plan!Features to Help YouStaying Up-to-Date44Introduction5Highlights of Title III and the Plan6Who Is Eligible7How to Enroll7What the Plan Costs8How Title III Works8When You Can RetireService TimeServiceCredited ServiceBreak in ServiceVestingHow Your Benefit Is CalculatedBasic Benefit CalculationEarly Retirement Benefit CalculationForms of Benefit PaymentBenefit Limitations888899910121416Naming Your Beneficiary17If You Leave the Company Before Qualifying for Early Retirement17Reduction Schedule for Deferred Vested BenefitsWhat Happens If You Go on Leave, Become Disabled, Die, orAre RehiredWhat Happens If You Take a Leave of AbsenceWhat Happens If You Become DisabledWhat Happens If You DieDeath Before Retirement Benefits BeginDeath After Retirement Benefits Have BegunWhat Happens If You Are RehiredRecapture of Previous Benefits After Rehire201941719202021212323231
How to Begin Receiving Your BenefitWhen Benefits BeginMandatory CommencementTax ConsiderationsFiling Claims and Appeals Under the PlanInitial Appeal ProcessFinal Appeal ProcessOther Information/ERISAERISA Plan InformationRecoupment of OverpaymentsYour ERISA RightsReceive Information About Your Plan and BenefitsPrudent Action by Plan FiduciariesEnforce Your RightsPlan AdministrationPlan Identification InformationBenefits CommitteeRetirement Plan Investment CommitteeClaims AdministratorAgent for Service of Legal ProcessPension Benefit Guaranty CorporationFunding-Based Restrictions on Plan BenefitsWhen the Plan Changes or EndsAssignment of BenefitsPayments to a Minor or Legally Incompetent PersonIf You Cannot Be 31323232322019
Tosco Pension PlanTitle III of the ConocoPhillips Retirement PlanAppendix A — Grandfather ProvisionsTitle III Participants Who Received 5% Contribution in Lieu ofPension (CILP)Former Participants in the Tosco Corporation Pension PlanBakersfield Union Pension PlanExxonMobil Pension Plan (Union)ExxonMobil Pension Plan (Employees Eligible for Pension EquityRetirement Contributions)Shell Oil/Equiva Pension PlanChemical Plant (Union)Monsanto Company (Salaried)Diablo Service CorporationTidewater Oil CompanyPhillips Petroleum CompanyExxon Corporation Pension PlanBritish Petroleum Pension PlanUnocal Pension PlanAppendix B — Alliance Refinery Cash Balance FormulaWho Is EligibleCredited ServiceHow the Cash Balance Account WorksPay CreditsInterest CreditsForms of Benefit PaymentTax Considerations for Lump-Sum 373737373838383839394040404141This is the Summary Plan Description (SPD) for the Tosco Pension Plan, Title III of the ConocoPhillipsRetirement Plan (Plan). If there is any conflict between this SPD (or other administrative materials)and the official Plan documents, the official Plan documents will govern. The Company reserves theright to amend or terminate any plan at any time, at its sole discretion. Nothing in this SPD createsan employment contract between the Company or its subsidiaries and affiliates and any employee.20193
Welcome to Your Summary Plan Description for the Tosco Pension Plan!When you think about retirement, what images come to mind? Travel? Home projects? More time with family andfriends? Whatever your retirement dreams, the Company-provided Tosco Pension Plan can play an important part asyou plan for your retirement.This Summary Plan Description (SPD) provides you with important information about the Tosco Pension Plan. It is aneasy-to-use resource that gives you the information you need to understand your Plan benefits.Features to Help YouStaying Up-to-DateWithin the SPD, you will find features to help increaseyour understanding of the Plan. These features include:The information in this SPD will be updated fromtime-to-time, as necessary. When that happens, youwill be sent a notice (called a “Summary of MaterialModifications”) of what is changing and when. Besure to keep any updates to this SPD for easy access. Examples — We have included several real-life examplesof your benefits at work. As you see your benefits “inaction,” you will get a working understanding of themechanics of the Tosco Pension Plan and how theymight apply to you. Icons — The following icons placed throughout the texthighlight essential information for you:p Refers you to other sections in the handbook thatprovide additional information on the subject.c Highlights information of special importance. Glossary — Some benefit terms used in this handbookhave very specific meanings. These terms are underlinedthroughout the text, and you will find their definitions inthe “Glossary” at the end of the handbook.CONTACT INFORMATIONPREDECESSOR EMPLOYERSContact the Benefits Center if you have questions about the Plan or for any otherPlan-related business.If you need to contact apredecessor employer formore information about thatemployer’s plan or to apply forretirement benefits under thatplan, here are contact phonenumbers:WebPhone/Operating HoursMailing AddressVisit http://hr.conocophillips.com to view benefitplan summaries andinformation.(800) 622-5501 orInternational:(718) 354-1344ConocoPhillips Benefits CenterP.O. Box 661073Dallas, TX 75266-1073Visit Your BenefitsResources (YBR) throughHR Express (for activeemployees only) or athttps://digital.alight.com/conocophillips to viewpension, retirementplanning, health andwelfare and personalinformation.4Participant Servicesassociates are availablefrom 8:00 a.m. to6:00 p.m. Central time,Monday to Friday.BP(800) 890-4100Equiva (Alliance)(877) 255-2363Exxon Mobil(800) 262-2363Phillips(800) 622-5501Shell Oil(800) 307-4355Unocal (Chevron) (888) 825-52472019
IntroductionThe Tosco Pension Plan is one part — called Title III — of the ConocoPhillipsRetirement Plan. The ConocoPhillips Retirement Plan as a whole includes thefollowing sections: Main TitlePhillips Retirement Income Plan — Title IConocoPhillips Cash Balance Account — Title IITosco Pension Plan — Title IIIRetirement Plan of Conoco — Title IVPension Plan for Hourly Employees of Phillips Fibers Corporation — Title VBurlington Resources Inc. Pension Plan — Title VIConocoPhillips Store Retirement Plan — Title VIITosco Corporation Pension Plan for Union Employees Formerly Employed byMonsanto Company — Title VIIIThis SPD covers the provisions of the Main Title and Title III, and we refer to this set ofprovisions as “Title III” to avoid confusion with other provisions of the Plan as a whole.Separate SPDs describe the other Titles of the Plan.cPlease refer to the Glossaryfor the definitions ofunderlined terms usedthroughout this SPD.p“Glossary,” page 41In this SPD, the term“Company” refers toConocoPhillips Companyand all subsidiarycompanies that haveadopted the Plan (the“participating companies”).In some contexts,“Company” refers to thepredecessor company“Tosco Corporation.”“Plan” generally refersto the ConocoPhillipsRetirement Plan (asamended from time totime), including all of itstitles as listed at left.The ConocoPhillips Retirement Plan, including all its titles, is a single defined benefitplan intended to be qualified under section 401(a) of the Internal Revenue Code of1986, as amended, and to satisfy the requirements of the Employee RetirementIncome Security Act of 1974 (ERISA), as amended.The provisions in this SPD are those that generally apply to currently activeparticipants. The benefits of those participants who have previously terminatedemployment are generally governed by the provisions in effect at the time theiremployment ended unless subsequent amendments to the Plan or Title III applyto them.This SPD provides general information that applies to heritage Tosco employees. If youhave a vested benefit under any predecessor employer plan, you will need to contactthe predecessor employer for information about that plan or to apply for benefits fromthat plan.Note: An annuity was purchased from Prudential for certain participants who werereceiving monthly annuity payments from Title III on or before January 1, 2018. If anannuity was purchased on your behalf, you will need to contact Prudential for furtherinformation at (800) 621-1089.p “Predecessor Employers,” page 420195
Highlights of Title III and the PlanEligibility: Generally, if you were an eligible employee,you became eligible to participate in Title III if you wereon the payroll of Tosco or a participating subsidiary ofTosco when you attained age 21 and had completedone year of service prior to January 1, 2002. Eligibilityfor new Title III participants closed December 31, 2001.Vesting: Generally, you became vested in yourretirement benefit after you completed five years ofservice. Once your benefit is vested, it belongs to youand cannot be lost even if you leave the Companybefore you reach retirement age. All participants inTitle III are vested.pp“Who Is Eligible,” page 7Contributions: The Company pays the entire cost ofthe Plan, and employee contributions are not requiredor allowed.p“What the Plan Costs,” page 8“Vesting,” page 9Normal Retirement Benefit Calculation: The benefitpayable at your normal retirement date is calculatedusing a formula that takes into account your final averagecompensation, credited service and Social Security offset.p“How Your Benefit Is Calculated,” page 9; “Basic BenefitCalculation,” page 10Retirement Age: Normal retirement age is 65, but youcan elect early retirement at any time after age 55 andcompletion of 10 years of service. When you retire, youcan start your retirement benefit immediately or defer itto a later time. If you chose to start your benefit earlierthan age 65, your benefit will be reduced in some cases.Early Retirement Benefit Calculation: To calculateyour early retirement benefit, first calculate your normalretirement benefit payable at age 65. Then apply anearly retirement reduction.pp“When You Can Retire,” page 8“Early Retirement Benefit Calculation,” page 12Forms of Payment: If you are single, the automaticform of payment is a straight life annuity (monthlypayments for your life only). If you are married, theautomatic form is a 50% joint and survivor annuity(reduced monthly payments for your lifetime, with 50%of your benefit continuing for your spouse’s lifetime ifhe or she survives you). Other forms of annuities arealso available.p“Forms of Benefit Payment,” page 14Survivor Benefits: If you die after becoming vestedbut before beginning your retirement benefit, a survivorbenefit may be payable.p6“What Happens If You Die,” page 212019
Who Is EligiblecAlliance Refinery EmployeesDifferent provisions apply to you if you were an eligibleemployee at the Alliance Refinery. See “Alliance RefineryCash Balance Formula” for details.p“Appendix B — Alliance Refinery Cash Balance Formula,”page 38In general, you are eligible if you were already aparticipant in Title III on December 31, 2001. Employeeshired or rehired on or after January 1, 2002 are no longereligible to participate in Title III. Such employees, if hiredor rehired before January 1, 2019, are generally eligible toparticipate in the ConocoPhillips Cash Balance Account,which is Title II of the Plan.You were not eligible to participate in Title III if you were: An employee eligible for the Pension Plan forHow to EnrollEligibility for new entrants into Title III is now closed.If you were eligible to participate prior to January 1, 2002your participation was automatic — you did not needto enroll.cIf You Chose the Cash Balance Account in 2002 or 2003In 2002 and 2003, one-time elections were offered tocertain participants in Title III. The choices were: To continue to earn benefits in Title III; or To move to the Cash Balance Account (Title II of the Plan)for new accruals after certain dates.If you made the election to move to the Cash BalanceAccount, you retained the benefit you had in Title III butyou stopped earning credited service or additional finalaverage earnings recognition in Title III. However, as longas you continue to be employed by the employer, you willcontinue to earn additional vesting service under Title III,and attain higher age and service credits for entitlementto Title III’s early retirement discount.International Expatriate Employees of InternationalEnergy Limited (I.E.L. Pension Plan); A foreign national covered by a foreign plan to whichthe employer contributes; An employee covered by a collective bargainingagreement, unless the agreement provides forparticipation in Title III; A person providing services under contract, regardlessof whether you are determined to be a “common-law”employee, a “joint employee” of the Company and acontractor, or an independent contractor; A leased employee; A person who is paid through the payroll of a temporaryplacement agency or similar organization, regardless ofany subsequent reclassification as a common-lawemployee; or A participant in any maritime pension plan, if theCompany or another member of the employer is makingcontributions to any of these plans on your behalf.20197
What the Plan CostsService TimeThe Company pays the entire cost of Title III —employee contributions are not required or allowed. TheCompany is required to make adequate contributions tothe Plan to pay for benefits under the Plan that are notprovided from insurance contracts. Each year, an actuarydetermines how much the Company should contributeto the Plan so that it complies with ERISA fundingrequirements.Two types of service are important under Title III:How Title III WorksServiceWhen You Can RetireFor most participants, your normal retirement date isthe first day of the month on or after your 65th birthday.However, if you were a Phillips employee or a Mobilemployee, the following rule applies:Normal Retirement Date for Former Phillips PetroleumCompany and Mobil EmployeesIf your birthday falls .Your normal retirement datewill be .Between the first and 15th dayof the monthThe first day of the month inwhich you turn age 65On the 16th or later day of themonthThe first day of the monthfollowing your 65th birthdayIf you are at least age 55 and have ten or more years ofservice when you leave the employer, you are eligiblefor early retirement and may elect to start your benefitsearlier than your normal retirement date. If you do so,your benefit will be reduced in some cases.p8 Service — This refers to the time you have activelyworked for the employer. Credited service — This refers to the months and yearsof service during which you participate in Title III andaccrue a benefit.The two types of service are described below.Generally, service is earned while you are activelyworking for the employer. However, service is alsoearned in the following situations: For time spent in military service during which yourrights as a veteran are protected by law — as long asyou return to work within the protected period; While on a Company-approved leave of absence; For recognized service with a predecessor employer; or For any other period of time during which federal lawrequires service to be granted.Credited ServiceYour credited service is the number of years and monthsof service you have worked for the Company whileeligible to actively participate in Title III. Generally,your service is counted from the first day of the monthcoinciding with or following your first day of work, untilthe last day of the month in which your employmentends. Your credited service may also include periodsof service recognized by a predecessor employer.“Early Retirement Benefit Calculation,” page 122019
cSpecial Rules for Heritage Employees If you were a member of the Phillips Plan, all creditedservice you received under that plan counts as creditedservice under Title III — except for the first year of serviceused to determine your eligibility. If you were a participant in the British Petroleum, Exxon,Mobil, Shell/Equiva or Unocal Plans, your creditedservice equals the credited service you received underthe former plan — plus your eligible service from thedate of the acquisition.cAlliance Refinery EmployeesDifferent provisions apply to you if you were an eligibleemployee at the Alliance Refinery. See “Alliance RefineryCash Balance Formula” for details.p“Appendix B — Alliance Refinery Cash Balance Formula,”page 38Break in ServiceIf you terminated your employment with the Companybefore you were fully vested and later returned after 12or more months of absence, you normally had what iscalled a break in service. The number of break in serviceyears between when you left the Company and yourrehire determined whether any unvested benefits youmay have forfeited when you left the Company wererestored. If your break in service lasts more than fiveyears, you lost any prior service you had earned.pVestingAll participants in Title III are vested.How Your Benefit Is CalculatedYour retirement benefit under Title III will depend onthe following factors: The benefit determined under the applicable benefitformula; When you choose to start receiving your benefit; and The form of payment you elect.Each of these factors is discussed in more detail inthe following sections. Examples are included ineach section to help you understand how thecalculations work.cIf you have service with a predecessor employer, differentprovisions may apply that affect the way your Title IIIbenefit is calculated. See “Grandfather Provisions” fordetails.p“Appendix A — Grandfather Provisions,” page 33cAlliance Refinery EmployeesIf you are (or were) an eligible employee at the AllianceRefinery, some provisions of this section do not applyto you. Your benefits are calculated as described in the“Alliance Refinery C
Bakersfield Union Pension Plan 33 ExxonMobil Pension Plan (Union) 34 ExxonMobil Pension Plan (Employees Eligible for Pension Equity Retirement Contributions) 34 Shell Oil/Equiva Pension Plan 35 Chemical Plant (Union) 36 Monsanto Company (Salaried) 36 Diablo Service Corporation
