CONOCOPHILLIPS
DEFINED CONTRIBUTION MAKEUP PLAN OF CONOCOPHILLIPS
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>14
<FILENAME>h03367exv10w24.txt
<DESCRIPTION>DEFINED CONTRIBUTION MAKEUP PLAN OF CONOCOPHILLIPS
<TEXT>
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                                                                   Exhibit 10.24

                                                   Amended by Corporate Approval
                                                               December 19, 2002

                        DEFINED CONTRIBUTION MAKEUP PLAN
                                       OF
                                 CONOCOPHILLIPS

SECTION 1. DEFINITIONS.

For purposes of the Plan, the following terms, as used herein, shall have the
meaning specified:

(a)   "AFFILIATED COMPANY" means ConocoPhillips and any company or other legal
      entity that is controlled, either directly or indirectly, by
      ConocoPhillips.

(b)   "AFFILIATED GROUP" shall mean ConocoPhillips and its subsidiaries and
      affiliates in which it owns a 5% or more equity interest.

(c)   "ALLOCATION RATIO" shall mean the ratio determined by dividing (i) an
      amount equal to the total value of the unallocated shares of Stock
      allocated to Stock Savings Feature participants and beneficiaries as of a
      Stock Savings Feature Semiannual Allocation Date or Supplemental
      Allocation Date (as defined in the CPSP) by (ii) an amount equal to the
      total net Stock Savings Feature employee deposits used in the calculation
      of the Stock Savings Feature Semiannual Allocation or Supplemental
      Allocation (as defined in the CPSP).


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(d)   "BENEFICIARY" means a person or persons designated by a Participant to
      receive, in the event of death, any unpaid portion of a Participant's
      Benefit from this Plan. Any Participant may designate one or more persons
      primarily or contingently as beneficiaries in writing upon forms supplied
      by and delivered to the Company, and may revoke such designations in
      writing. If a Participant fails to properly designate a beneficiary, then
      the Benefits will be paid in the following order of priority:

      (i)   Surviving spouse;

      (ii)  Surviving children in equal shares;

      (iii) To the estate of the Participant.

(e)   "BENEFIT" shall mean an obligation of the Company to pay amounts from this
      Plan.

(f)   "BOARD" means the Board of Directors of the Company, as it may be
      comprised from time to time.

(g)   "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, or any successor statute.

(h)   "CPSP" means the ConocoPhillips Savings Plan.

(i)   "COMMITTEE" means the Compensation Committee of the Board of Directors of
      ConocoPhillips or any successor committee with substantially the same
      responsibilities.

(j)   "COMPANY" means ConocoPhillips Company, a Delaware corporation, or any
      successor corporation.


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(k)   "DISABILITY" means the inability, in the opinion of the Medical Director
      of ConocoPhillips, of a Participant, because of an injury or sickness, to
      work at a reasonable occupation that is available with the a member of the
      Affiliated Group.

(l)   "EMPLOYEE" means any individual who is a salaried employee of the Company
      or any Participating Subsidiary.

(m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended and
      in effect from time to time, or any successor statute.

(n)   "HIGHLY COMPENSATED EMPLOYEE" shall mean an Employee whose compensation
      exceeds the amount set forth in Code Section 401(a)(17), as amended from
      time to time, or who is eligible to elect a voluntary salary reduction
      under the provisions of the KEDCP; provided, however, that Employees of
      ConocoPhillips Services Inc. or Employees of any member of the Affiliated
      Group that prior to August 30, 2002, was also a member of the controlled
      group of companies of which Conoco Inc. was then a member shall only be a
      Highly Compensated Employee for purposes of the Supplemental Stock Savings
      Feature of this Plan.

(o)   "KEDCP" shall mean the Key Employee Deferred Compensation Plan of
      ConocoPhillips Company or any similar or successor plan maintained by an
      Affiliated Company.


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(p)   "LAYOFF" or "LAID OFF" means layoff under the Phillips Layoff Plan, the
      Work Force Stabilization Plan of Phillips Petroleum Company, the Phillips
      Petroleum Company Executive Severance Plan, The Conoco Inc. Severance Pay
      Plan, the Conoco Inc. Key Employee Severance Plan or any similar plan
      which the Company, any Participating Subsidiary or a member of the
      Affiliated Group may adopt from time to time under the terms of which the
      Participant executes and does not revoke a general release of liability,
      acceptable to the Company, Participating Subsidiary or a member of the
      Affiliated Group, as applicable, under such layoff plan.

(q)   "PARTICIPANT" means an Employee who is eligible to receive a Benefit from
      this Plan as a result of being a Highly Compensated Employee and any
      person for whom a Supplemental Thrift Feature Account and/or a
      Supplemental Stock Savings Feature Account is maintained.

(r)   "PARTICIPATING SUBSIDIARY" means a subsidiary of ConocoPhillips, which has
      adopted the CPSP, and one or more Employees of which are Participants
      eligible to make deposits to the CPSP, or are eligible for Benefits
      pursuant to this Plan.

(s)   "PAY" means, "Pay" as defined in the CPSP except, without regard to Pay
      Limitations or voluntary Salary Reduction under provisions of the KEDCP.

(t)   "PAY LIMITATIONS" means the compensation limitations applicable to the
      CPSP that are set forth in Code Section 401(a)(17), as adjusted.


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(u)   "PLAN ADMINISTRATOR" means the Manager, Compensation and Benefits, of
      ConocoPhillips or his successor.

(v)   "RETIREMENT" means termination of employment with the Company, a
      Participating Subsidiary or a member of the Affiliated Group that
      qualifies the Employee for Retirement as that term is defined in the
      applicable provisions of the ConocoPhillips Retirement Plan or of the
      applicable retirement plan of a member of the Affiliated Group.

(w)   "STOCK" means shares of common stock, $0.01 par value, issued by
      ConocoPhillips, and prior to August 30, 2002, shares of common stock,
      $1.25 par value, of Phillips Petroleum Company.

(x)   "STOCK SAVINGS FEATURE" shall mean the Stock Savings Feature of the CPSP.

(y)   "SUPPLEMENTAL THRIFT CONTRIBUTIONS" means, (i) prior to the month in which
      the Participant's Pay first exceeds the Pay Limitations in a year, the
      same percentage of a Participant's Pay that the Participant is depositing
      as a Basic Deposit to the Thrift Feature for that month multiplied by the
      amount of the Participant's voluntary salary reduction under the KEDCP for
      that month, and (ii) provided the Participant is making deposits to the
      Thrift Feature for the month in which the Participant's Pay exceeds the
      Pay Limitations and each month thereafter until the end of the year, the
      same percentage of the Participant's Pay that the Participant was
      depositing as a Basic Deposit to

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      the Thrift Feature for the month in which he or she reached the Pay
      Limitations for the year, multiplied by the sum of the amount of the
      Participant's voluntary salary reduction under the KEDCP for that month
      plus the amount of the Participant's Pay for that month that is in excess
      of the Pay Limitations for that year.

(z)   "SUPPLEMENTAL STOCK SAVINGS FEATURE ACCOUNT" means the Plan Benefit
      account of a Participant that reflects the portion of his or her Benefit
      that is intended to replace certain Stock Savings Feature benefits to
      which the Participant might otherwise be entitled but for the application
      of the Pay Limitations and/or a voluntary salary reduction under the
      KEDCP.

(aa)  "SUPPLEMENTAL STOCK SAVINGS CONTRIBUTIONS" means (i) prior to the month in
      which the Participant's Pay first exceeds the Pay Limitations in a year,
      for each month that the Participant makes deposits to the Stock Savings
      Feature, 1% of the amount of the Participant's voluntary salary reduction
      under the KEDCP for that month, and (ii) provided the Participant is
      making deposits to the Stock Savings Feature in the month in which the
      Participant's Pay exceeds the Pay Limitations, for that month and for each
      month thereafter until the end of the year, 1% of the sum of the amount of
      the Participant's voluntary salary reduction under the KEDCP for that
      month plus the amount of the Participant's Pay for that month that is in
      excess of the Pay Limitations for that year.


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(bb)  "SUPPLEMENTAL THRIFT FEATURE ACCOUNT" means the Plan Benefit account of a
      Participant which reflects the portion of his or her Benefit which is
      intended to replace certain Thrift Feature benefits to which the
      Participant might otherwise be entitled but for the application of the Pay
      Limitations and/or a voluntary salary reduction under the KEDCP.

(cc)  "THRIFT FEATURE" shall mean the Thrift Feature of the CPSP.

(dd)  "TRUSTEE" shall mean the trustee of the grantor trust established by the
      Trust Agreement between the Company (known then as Phillips Petroleum
      Company) and Wachovia Bank, N.A. dated as of June 1, 1998, or any
      successor trustee.

(ee)  "VALUATION DATE" means "Valuation Date" as defined in the CPSP.

SECTION 2. PURPOSE.

The purpose of this Plan is to provide supplemental benefits for those Highly
Compensated Employees whose benefits under the CPSP are affected by Pay
Limitations or by a voluntary reduction in salary under provisions of KEDCP.
This Plan is intended to be and shall be administered as an unfunded benefit
plan for Highly Compensated Employees.

SECTION 3. ELIGIBILITY.

Benefits may only be granted to Highly Compensated Employees.


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SECTION 4. SUPPLEMENTAL THRIFT FEATURE ACCOUNT BENEFITS.

For each month in which Company Contributions to a Participant's account in the
Thrift Feature are, or would be, limited by the Pay Limitations and/or by a
voluntary salary reduction to the KEDCP, a Benefit amount shall be credited to
his or her Supplemental Thrift Feature Account no later than the end of the
month following the Valuation Date that Company contributions are made to the
Participant's Thrift Feature Account, or would be made to such account but for
Pay Limitations. The Participant will be credited with an amount equal to the
amount of his or her Supplemental Thrift Contributions each month to the same
investment funds and in the same proportions as the Participant has directed his
or her latest available investment allocation for Deposits to the Thrift
Feature.

SECTION 4.1 SUPPLEMENTAL THRIFT FEATURE ACCOUNT EARNINGS

The Supplemental Thrift Feature Account shall be eligible to be invested in the
same investment funds as are made available to Participants in the Thrift
Feature from time to time. While such investments shall consist solely of book
entries and shall not actually be invested in such funds, the book entry share
value of such deemed investment funds in this Plan shall be determined to be the
same share value as the actual value of shares in the investment funds of the
CPSP. The amounts deemed invested in this Plan shall be valued at the same time
and in the same manner as though they were actually invested in the CPSP. Also,
deemed investments in the Participant's Supplemental Thrift Feature Account may
be exchanged into other available investment funds in


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the same manner, at the same times, and subject to the same limitations as
though the deemed amounts were actually invested in the CPSP. However, to the
extent that earnings in the form of dividends on Company Stock in the CPSP are
eligible to be passed through to the Participant, such dividends will be deemed
to have been reinvested in the Company Stock Fund of this Plan, without regard
to whether the Participant has made a pass through election under the CPSP.


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SECTION 5. SUPPLEMENTAL STOCK SAVINGS FEATURE ACCOUNT BENEFITS.

For each month in which a Semiannual Allocation or Supplemental Allocation (as
defined in the CPSP) to a Participant's account in the Stock Savings Feature is,
or would be, limited by the Pay Limitations and/or by a voluntary salary
reduction under the KEDCP, a Benefit amount shall be credited to his or her
Supplemental Stock Savings Feature Account. The amount to be credited shall be
calculated in shares in the Leveraged Stock Fund of this Plan as though the
Participant had made Supplemental Stock Savings Contributions and shall be equal
to (i) the Participant's Supplemental Stock Savings Contributions during the
applicable Allocation Period (as defined in the CPSP) multiplied by the
applicable Allocation Ratio, divided by (ii) the share value for the Leveraged
Stock Fund of the CPSP on the applicable Allocation Date. This amount shall be
credited no later than the end of the month following the Valuation Date that
the Semiannual Allocation or Supplemental Allocation to the Leveraged Stock Fund
would have been made had the Participant received a Semiannual Allocation or
Supplemental Allocation under the Stock Savings Feature. A share in the
Leveraged Stock Fund of the Supplemental Stock Savings Feature Account shall
have a value equivalent to a share in the Leveraged Stock Fund of the CPSP.

SECTION 5.1 SUPPLEMENTAL STOCK SAVINGS ACCOUNT FEATURE EARNINGS

After being initially invested in the Leveraged Stock Fund account, the amounts
in the Participant's Supplemental Stock Savings Feature Account shall thereafter
be eligible to be invested in the same investment funds as are made available to


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Participants in the CPSP from time to time. While such investments shall consist
solely of book entries and shall not actually be invested in such funds, the
book entry share value of such deemed investment funds in this Plan shall be
determined to be the same share value as the actual value of shares in the
investment funds of the CPSP. The amounts deemed invested in this Plan shall be
valued at the same time and in the same manner as though they were actually
invested in the CPSP. Also, deemed investments in the Participant's Supplemental
Stock Savings Feature Account may be exchanged into other available investment
funds in the same manner, at the same times, and subject to the same limitations
as though the deemed amounts were actually invested in the CPSP. However, to the
extent that earnings in the form of dividends on Company Stock in the CPSP are
eligible to be passed through to the Participant, such dividends will be deemed
to have been reinvested in the Company Stock Fund of this Plan, without regard
to whether the Participant has made a pass through election under the CPSP.

SECTION 6. PAYMENT.

If a Participant terminates employment with the Affiliated Group for any reason
except death, Disability, Layoff during or after the year in which the
Participant reaches age 50, or Retirement, Benefits which the Participant is
eligible to receive under this Plan shall be paid in one lump sum cash payment
as soon as practicable following his or her termination. If a Participant dies
prior to Retirement, Benefits which the Participant is eligible to receive under
this Plan shall be paid in one lump sum cash payment to the Participant's
Beneficiary as soon as practicable after his or her death. If a Participant
Retires, is


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Laid off during or after the year in which the Participant reaches age 50, or
becomes Disabled, Benefits which the Participant is eligible to receive under
this Plan shall be paid in one lump sum cash payment as soon as practicable
following the Participant's Retirement, Layoff, determination of Disability or
termination of employment; provided that such a Participant may indicate a
preference to defer part or all of such lump sum cash payment under the terms of
the KEDCP.

All lump sum cash payments shall be made only as of a Valuation Date and shall
be net of withholding for applicable taxes required by law.

The Chief Executive Officer of ConocoPhillips, with respect to Participants who
are not subject to Section 16 of the Exchange Act, and the Committee, with
respect to Participants who are subject to Section 16 of the Exchange Act, shall
consider such indication of preference and shall respectively decide in the
Chief Executive Officer's or the Committee's sole discretion whether to accept
or reject the preference expressed. In the event the Chief Executive Officer or
the Committee, as applicable, accepts such Participant's preference, the
Participant's Benefit from this Plan shall be credited as an Award under the
KEDCP as soon as practicable after the Participant's Retirement, Layoff or the
date the Participant is determined to be Disabled.

SECTION 7. ADMINISTRATION.


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(a)   The Plan shall be administered by the Plan Administrator. The Plan
      Administrator may delegate to employees of the Company or any Affiliated
      Company the authority to execute and deliver such instruments and
      documents, to do all such acts and things, and to take all such other
      steps deemed necessary, advisable or convenient for the effective
      administration of the Plan in accordance with its terms and purpose,
      except that the Plan Administrator may not delegate any discretionary
      authority with respect to substantive decisions or functions regarding the
      Plan or Benefits thereunder.

(b)   Any claim for benefits hereunder shall be presented in writing to the Plan
      Administrator for consideration, grant or denial. In the event that a
      claim is denied in whole or in part by the Plan Administrator, the
      claimant, within ninety days of receipt of said claim by the Plan
      Administrator, shall receive written notice of denial. Such notice shall
      contain:

      (1)   a statement of the specific reason or reasons for the denial;

      (2)   specific references to the pertinent provisions hereunder on which
            such denial is based;

      (3)   a description of any additional material or information necessary to
            perfect the claim and an explanation of why such material or
            information is necessary; and


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      (4)   an explanation of the following claims review procedure set forth in
            paragraph (c) below.

(c)   Any claimant who feels that a claim has been improperly denied in whole or
      in part by the Plan Administrator may request a review of the denial by
      making written application to the Trustee. The claimant shall have the
      right to review all pertinent documents relating to the claim and to
      submit issues and comments in writing to the Trustee. Any person filing an
      appeal from the denial of a claim must do so in writing within sixty days
      after receipt of written notice of denial. The Trustee shall render a
      decision regarding the claim within sixty days after receipt of a request
      for review, unless special circumstances require an extension of time for
      processing, in which case a decision shall be rendered within a reasonable
      time, but not later than 120 days after receipt of the request for review.
      The decision of the Trustee shall be in writing and, in the case of the
      denial of a claim in whole or in part, shall set forth the same
      information as is required in an initial notice of denial by the Plan
      Administrator, other than an explanation of this claims review procedure.
      The Trustee shall have absolute discretion in carrying out its
      responsibilities to make its decision of an appeal, including the
      authority to interpret and construe the terms hereunder, and all
      interpretations, findings of fact, and the decision of the Trustee
      regarding the appeal shall be final, conclusive and binding on all
      parties.


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      (d)   Compliance with the procedures described in paragraphs (b) and (c)
            shall be a condition precedent to the filing of any action to obtain
            any benefit or enforce any right that any individual may claim
            hereunder. Notwithstanding anything to the contrary in this Plan,
            these paragraphs (b), (c) and (d) may not be amended without the
            written consent of a seventy-five percent (75%) majority of
            Participants and Beneficiaries and such paragraphs shall survive the
            termination of this Plan until all benefits accrued hereunder have
            been paid.

SECTION 8. RIGHTS OF EMPLOYEES AND PARTICIPANTS.

Nothing contained in the Plan (or in any other documents related to this Plan or
to any Benefit) shall confer upon any Employee or Participant any right to
continue in the employ or other service of the Company or any member of the
Affiliated Group or constitute any contract or limit in any way the right of the
Company or any member of the Affiliated Group to change such person's
compensation or other benefits or to terminate the employment of such person
with or without cause.

SECTION 9. AWARDS IN FOREIGN COUNTRIES.

The Board or its delegate shall have the authority to adopt such modifications,
procedures and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Company or
Participating Subsidiaries may


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operate to assure the viability of the Benefits of Participants employed in such
countries and to meet the purpose of this Plan.


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SECTION 10. AMENDMENT AND TERMINATION.

The Board reserves the right to amend or terminate this Plan at any time, and to
delegate such authority as the Board deems necessary or desirable; provided that
no member of the Board who is also a Participant shall participate in any action
which has the actual or potential effect of increasing his or her Benefits
hereunder; and further provided, the Company shall remain liable for any
Benefits accrued under this Plan prior to the date of amendment or termination.

SECTION 11. UNFUNDED PLAN.

All amounts payable under this Plan shall be paid solely from the general assets
of the Company and any rights accruing to a Participant under the Plan shall be
those of a general creditor; provided, however, that the Company or
ConocoPhillips may establish a grantor trust to satisfy part or all of the
Company's Plan payment obligations so long as the Plan remains unfunded for
purposes of Title I of ERISA.

SECTION 12. MISCELLANEOUS PROVISIONS.

(a)   No right or interest of a Participant under this Plan shall be assignable
      or transferable, in whole or in part, directly or indirectly, by operation
      of law or otherwise (excluding devolution upon death or mental
      incompetency), without the prior consent of the Board.

(b)   This Plan shall be restated and amended effective as of January 1, 2003.


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(c)   No amount accrued or payable hereunder shall be deemed to be a portion of
      an Employee's compensation or earnings for the purpose of any other
      employee benefit plan adopted or maintained by the Company, nor shall this
      Plan be deemed to amend or modify the provisions of the CPSP.

(d)   This Plan shall be construed, regulated, and administered in accordance
      with the laws of the State of Texas except to the extent that said laws
      have been preempted by the laws of the United States.

(e)   Except as otherwise provided herein, the Plan shall be binding upon the
      Company, its successors and assigns, including but not limited to any
      corporation which may acquire all or substantially all of the Company's
      assets and business or with or into which the Company may be consolidated
      or merged.


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