CONOCOPHILLIPS
CONOCOPHILLIPS FORM INDEMNITY AGMT WITH DIRECTORS
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>22
<FILENAME>h03367exv10w34.txt
<DESCRIPTION>CONOCOPHILLIPS FORM INDEMNITY AGMT WITH DIRECTORS
<TEXT>
<PAGE>
                                                                   Exhibit 10.34


                                 CONOCOPHILLIPS
                            INDEMNIFICATION AGREEMENT

            This Indemnification Agreement (this "Agreement"), made and entered
into as of the 1st day of March, 2003, by and between ConocoPhillips, a Delaware
corporation originally incorporated under the name ConocoPhillips (the
"Company"), and [*Name of Director*] ("Indemnitee").

                              W I T N E S S E T H:

            WHEREAS, Indemnitee is currently serving or is about to begin
serving as a Director of the Company and in the future may serve in some other
Corporate Status, and Indemnitee is willing, subject to, among other things, the
Company's execution and performance of this Agreement, to continue in or assume
such capacity or capacities; and

            WHEREAS, the By-laws of the Company provide that the Company shall
indemnify and advance expenses to all directors of the Company in the manner set
forth therein and to the fullest extent permitted by applicable law, and the
Company's Certificate of Incorporation provides for limitation of liability for
directors; and

            WHEREAS, in order to induce Indemnitee to provide services as
contemplated hereby, the Company has deemed it to be in its best interest to
enter into this Agreement with Indemnitee;

            NOW, THEREFORE, in consideration of Indemnitee's agreement to
provide services to the Company and/or certain of its affiliates as contemplated
hereby, the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto stipulate and agree as follows:

                                    ARTICLE I
                               Certain Definitions

            As used herein, the following words and terms shall have the
following respective meanings (whether singular or plural):

            "Change of Control" means a change in control of the Company after
the date Indemnitee acquired his or her Corporate Status, which shall be deemed
to have occurred in any one of the following circumstances occurring after such
date: (i) there shall have occurred an event required to be reported with
respect to the Company in response to Item 6(e) of Schedule 14A of Regulation
14A (or in response to any similar item or any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), regardless of whether the Company is then subject to such reporting
requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) shall have become the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of the Company's
then outstanding voting securities; (iii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, and
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
of the Company or the ultimate parent entity resulting from or


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after such transaction or event; or (iv) individuals who at the beginning of
such period constituted the Board of Directors (including, for this purpose, any
new director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.

            "Corporate Status" describes the status of Indemnitee as a Director
of the Company, or as a person who is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary of another company
or of a partnership, limited liability company, association, joint venture,
trust or employee benefit plan maintained or sponsored by the Company, or other
enterprise or as a person who consented to be nominated to any of the forgoing
positions.

            "Court" means the Court of Chancery of the State of Delaware.

            "Director" means a non-employee director of the Company.

            "DGCL" means the Delaware General Corporation Law.

            "Expenses" shall include all attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

            "Independent Counsel" means a law firm, or a member of a law firm,
or an independent practicing attorney that is experienced in matters of
corporate law, and who or which, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Company or the claimant in an action to determine the claimant's
rights under this Agreement.

            "Matter" is a claim, an inquiry, an issue, or other substantial
request for relief.

            "Proceeding" includes any threatened, pending or completed action,
claim, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding arising from or in any way
related to the Corporate Status of Indemnitee (whether or not at the time of
such Proceeding Indemnitee has such Corporate Status), whether civil (including
intentional and unintentional tort claims), criminal, administrative or
investigative and whether instituted by or on behalf of the Company or any other
party, or any inquiry or investigation that Indemnitee in good faith believes
might lead to the institution of any such action, suit or other proceedings
hereinabove listed, except such as is initiated by Indemnitee pursuant to
Section 6.1 of this Agreement to enforce Indemnitee's rights under this
Agreement.

                                   ARTICLE II
                             Services by Indemnitee

            Section 2.1. Services by Indemnitee. Indemnitee agrees to serve or
continue to serve in his or her current capacity a Director of the Company.
Indemnitee may also agree to serve (the agreement so to serve being in the sole
discretion of Indemnitee), as the Company may request from time to time, as a
director, officer, employee, agent or fiduciary of any other company,
partnership, limited liability company, association, joint venture, trust or
other


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enterprise in which the Company has an interest. Indemnitee and the Company each
acknowledge that they have entered into this Agreement as a means of inducing
Indemnitee to serve (or continue to serve) the Company in such capacities.
Indemnitee may at any time and for any reason resign from such position or
positions (subject to any other contractual obligation or any obligation imposed
by operation of law). The Company shall have no obligation under this Agreement
to continue Indemnitee in any such position for any period of time and shall not
be precluded by the provisions of this Agreement from removing Indemnitee from
any such position at any time.

                                   ARTICLE III
                                 Indemnification

            Section 3.1. General. Subject to Articles IV and V, if Indemnitee
was or is a party or is threatened to be made a party to any Proceeding, the
Company shall, to the fullest extent permitted by applicable law, indemnify and
hold Indemnitee harmless from and against any and all losses, liabilities,
claims, damages, judgments, fines, penalties, amounts paid in settlement
(subject to Section 7.2) and Expenses (including all interest, assessments and
other charges paid or payable in connection with or in respect of such listed
items), whatsoever incurred in connection with such Proceeding.

            Section 3.2. Claims Initiated by Indemnitee. Notwithstanding
anything to the contrary set forth herein, prior to a Change of Control,
Indemnitee shall not be entitled to indemnification (including any advancement
of Expenses) pursuant to this Agreement in connection with any Proceeding
initiated or claim made by Indemnitee, unless either (i) the Board of Directors
has authorized or consented to the initiation of such Proceeding or the making
of such claim or (ii) such Proceeding or claim seeks to enforce Indemnitee's
rights under this Agreement.

                                   ARTICLE IV
                             Advancement of Expenses

            Section 4.1. Advances. In the event of any threatened or pending
Proceeding in which Indemnitee is a party or is involved and that may give rise
to a right of indemnification under this Agreement, following written request to
the Company by Indemnitee, the Company shall pay to Indemnitee, within 10 days
of such request, amounts to cover Expenses incurred by Indemnitee in such
Proceeding in advance of its final disposition upon the receipt by the Company
of (i) a written undertaking executed by or on behalf of Indemnitee providing
that Indemnitee will repay the advance if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Company as provided in this
Agreement and (ii) satisfactory evidence as to the amount of such Expenses.

            Section 4.2. Repayment of Advances or Other Expenses. Indemnitee
agrees that Indemnitee shall reimburse the Company for all Expenses advanced by
the Company pursuant to Section 4.1 in the event and only to the extent that it
shall be determined pursuant to the provisions of this Agreement or by final
judgment or other final adjudication under the provisions of any applicable law
(as to which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee is not entitled to be indemnified by the Company for such Expenses.

            Section 4.3. Reimbursement for Non-Party Expenses. To the extent
that the Indemnitee is a witness in any Proceeding in which the Indemnitee is
not a party or threatened to


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be made a party, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection
therewith.

                                    ARTICLE V
                   Procedure for Determination of Entitlement
                               to Indemnification

            Section 5.1. Request for Indemnification. To obtain indemnification,
Indemnitee shall submit to the Secretary of the Company a written claim or
request. The Secretary of the Company shall promptly advise the Board of
Directors of such request. All determinations and payments with respect to
indemnification shall be made as promptly as practicable.

            Section 5.2. Determination of Entitlement; No Change of Control. If
there has been no Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined in
accordance with clauses (1), (2), or (3) of Section 145(d) of the DGCL. If
entitlement to indemnification is to be determined by Independent Counsel
pursuant to Section 145(d) of the DGCL, the Company shall furnish written notice
to Indemnitee within 10 days after receipt of the request for indemnification,
specifying the identity and address of Independent Counsel. The Indemnitee may,
within 10 days after such written notice of selection shall have been given,
deliver to the Company a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of "Independent Counsel" as
defined in Article I, and the objection shall set forth with particularity the
factual basis of such assertion. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If (i) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to this Section
and (ii) within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 5.1, no Independent Counsel shall have been
selected and not objected to, the Company or Indemnitee may petition the Court
for resolution of any objection which shall have been made by Indemnitee to the
Company's selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the petitioned Court or by such
other person as the petitioned Court shall designate, and the person with
respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under this Section. If (i) Independent Counsel does
not make any determination respecting Indemnitee's entitlement to
indemnification hereunder within 90 days after receipt by the Company of a
written request therefor and (ii) any judicial proceeding pursuant to Section
6.1 is then commenced, Independent Counsel shall be discharged and relieved of
any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).

            Section 5.3. Determination of Entitlement; Change of Control. If
there has been a Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined in
a written opinion by Independent Counsel selected by Indemnitee. Indemnitee
shall give the Company written notice advising of the identity and address of
the Independent Counsel so selected. The Company may, within 10 days after such
written notice of selection shall have been given, deliver to the Indemnitee a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Article I, and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is


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withdrawn or a court has determined that such objection is without merit. If (i)
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to this Section and (ii) within 20 days after submission by
Indemnitee of a written request for indemnification pursuant to Section 5.1, no
Independent Counsel shall have been selected and not objected to, the Company or
the Indemnitee may petition the Court for resolution of any objection which
shall have been made by the Company to Indemnitee's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the petitioned Court or by such other person as the petitioned Court shall
designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under this Section. If
(i) Independent Counsel does not make any determination respecting Indemnitee's
entitlement to indemnification hereunder within 90 days after receipt by the
Company of a written request therefor and (ii) any judicial proceeding or
arbitration pursuant to Section 6.1 is then commenced, Independent Counsel shall
be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).

            Section 5.4. Presumptions and Burden of Proof; Procedures of
Independent Counsel. In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

            Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5.2 to determine entitlement to indemnification shall
not have made and furnished to Indemnitee in writing a determination within 60
days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification. The termination
of any Proceeding or of any Matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, or with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was unlawful. A person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan of
the Company shall be deemed to have acted in a manner not opposed to the best
interests of the Company.

            For purposes of any determination hereunder, a person shall be
deemed to have acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, or, with respect
to any criminal action or Proceeding, to have had no reasonable cause to believe
his or her conduct was unlawful, if his or her action is based on good faith
reliance on the records or books of account of the Company or another enterprise
or on information supplied to him or her by the officers of the Company or
another enterprise in the course of their duties or on the advice of legal
counsel for the Company or another enterprise or on information or records given
or reports made to the Company or another enterprise by an independent
accountant or by an appraiser or other expert selected with reasonable care by
the Company or another enterprise. The term "another enterprise" as used in this
Section shall mean any other corporation or any partnership, limited liability
company, association, joint venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at the request of the Company
as a director, officer, employee or agent. The provisions of this


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paragraph shall not be deemed to be exclusive or to limit in any way the
circumstances in which an Indemnitee may be deemed to have met the applicable
standards of conduct for determining entitlement to rights under this Agreement.

            Section 5.5. Independent Counsel Expenses. The Company shall pay any
and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Article and in any proceeding to which it is a party or witness
in respect of its investigation and written report and shall pay all reasonable
fees and expenses incident to the procedures in which such Independent Counsel
was selected or appointed. No Independent Counsel may serve if a timely
objection has been made to his or her selection until a court has determined
that such objection is without a reasonable basis.

                                   ARTICLE VI
                         Certain Remedies of Indemnitee

            Section 6.1. Adjudication. In the event that (i) a determination is
made pursuant to Section 5.2 or 5.3 that Indemnitee is not entitled to
indemnification under this Agreement; (ii) advancement of Expenses is not timely
made pursuant to Section 4.1; (iii) Independent Counsel is to determine
Indemnitee's entitlement to indemnification hereunder, but does not make that
determination within 90 days after receipt by the Company of the request for
that indemnification; or (iv) payment of indemnification is not made within 10
days after a determination of entitlement to indemnification has been made or
deemed to have been made pursuant to Section 5.2, 5.3 or 5.4, Indemnitee shall
be entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of Indemnitee's entitlement to
such indemnification or advancement of Expenses. In the event that a
determination shall have been made that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 6.1
shall be conducted in all respects as a de novo trial on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding commenced pursuant to this Section 6.1, the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding commenced pursuant to this Section 6.1, or otherwise.

            The Company shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 6.1 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable, and shall
stipulate in any such proceeding that the Company is bound by all provisions of
this Agreement. In the event that Indemnitee, pursuant to this Section 6.1,
seeks a judicial adjudication to enforce Indemnitee's rights under, or to
recover damages for breach of, this Agreement, (i) Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company against,
any and all Expenses actually and reasonably incurred by Indemnitee in such
judicial adjudication, regardless of whether Indemnitee prevails therein, and
(ii) any determination made pursuant to Section 5.2 or 5.3 that Indemnitee is
not entitled to indemnification under this Agreement shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expenses
advanced pursuant to Section 4.1 until it shall be determined by final judgment
or other final adjudication under the provisions of any applicable law (as to
which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee is not entitled to be indemnified by the Company for such Expenses.


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                                   ARTICLE VII
                          Participation by the Company

            Section 7.1. Participation by the Company; No Change of Control. If
there has been no Change of Control at the time Indemnitee notifies the Company
of the commencement of a Proceeding, the Company will be entitled to participate
therein at its own expense and, except as otherwise provided below, to the
extent that it may wish, the Company (jointly with any other indemnifying party
similarly notified) will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee. After receipt of notice from the Company
to Indemnitee of the Company's election so to assume the defense thereof, the
Company will not be liable to Indemnitee under this Agreement for any legal or
other Expenses subsequently incurred by Indemnitee in connection with the
defense thereof other than reasonable costs of investigation, Expenses incurred
in being or preparing to be a witness or in assisting, at the request of the
Company, with the defense, and as otherwise provided below. At the request of
the Company, Indemnitee agrees to use Indemnitee's reasonable efforts to assist
in such defense. Indemnitee shall have the right to employ Indemnitee's own
counsel in such Proceeding but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be
at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee
has been authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there is a conflict of interest between the Company and
Indemnitee in the conduct of the defense of such action or (iii) the Company
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel employed by Indemnitee
shall be subject to indemnification pursuant to the terms of this Agreement. The
Company shall not be entitled to assume the defense of any Proceeding brought in
the name of or on behalf of the Company or as to which Indemnitee shall have
made the conclusion provided for in (ii) above.

            Section 7.2. Settlements. Prior to a Change of Control, the Company
shall not be liable to indemnify Indemnitee under this Agreement for any amounts
paid in settlement of any action or claim effected without its written consent,
which consent shall not be unreasonably withheld. The Company shall not settle
any action or claim in any manner that would impose any limitation or
unindemnified penalty on Indemnitee without Indemnitee's written consent, which
consent shall not be unreasonably withheld.

                                  ARTICLE VIII
                                  Miscellaneous

            Section 8.1. Nonexclusivity of Rights. The rights of indemnification
and advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Company's Certificate of Incorporation, the Company's
By-laws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration or repeal of this Agreement or any provision
hereof shall be effective as to any Indemnitee for acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Agreement shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason.

            Section 8.2. Insurance and Subrogation. The Company shall not be
liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if, but only to the extent that, Indemnitee has
otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.


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            In the event of any payment hereunder, the Company shall be
subrogated to the extent of such payment to all the rights of recovery of
Indemnitee, who shall execute all papers required and take all action reasonably
requested by the Company to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.

            Section 8.3. Acknowledgment of Certain Matters. Both the Company and
Indemnitee acknowledge that in certain instances, applicable law or public
policy may prohibit indemnification of Indemnitee by the Company under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake, by the Securities
and Exchange Commission, to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

            Section 8.4. Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

            Section 8.5. Waivers. The observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce such term only
by a writing signed by the party against which such waiver is to be asserted.
Unless otherwise expressly provided herein, no delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

            Section 8.6. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or
contemporaneous oral or written understandings or agreements with respect to the
matters covered hereby are superseded by this Agreement.

            Section 8.7. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

            Section 8.8. Notices. Promptly after receipt by Indemnitee of notice
of the commencement of any action, suit or proceeding, Indemnitee shall, if
Indemnitee anticipates or contemplates making a claim for expenses or an advance
pursuant to the terms of this Agreement, notify the Company of the commencement
of such action, suit or proceeding; provided, however, that any delay in so
notifying the Company shall not constitute a waiver or release by Indemnitee of
rights hereunder and that any omission by Indemnitee so to notify the Company
shall not relieve the Company from any liability that it may have to Indemnitee
otherwise than under this Agreement. Any communication required or permitted to
the Company shall be addressed to the Secretary of the Company and any such
communication to Indemnitee shall be addressed to Indemnitee's address as shown
on the Company's records unless Indemnitee specifies otherwise and shall be
personally delivered or delivered by overnight mail delivery. Any such notice
shall be effective upon receipt.


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<PAGE>

            Section 8.9. Binding Effect. The provisions of this Agreement shall
be binding upon all successors and assigns of the Company (including any
transferee of all or substantially all of the company's assets and any successor
by merger or operation of law) and shall inure to the benefit of the personal
representatives and estate of the Indemnitee.

            Section 8.10. Governing Law. Jurisdiction. This Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware
without regard to any principles of conflict of laws that, if applied, might
permit or require the application of the laws of a different jurisdiction. The
Company agrees to the jurisdiction of the Court, and agrees that it is a
convenient forum, for the adjudication of any dispute with Indemnitee under this
Agreement.

            Section 8.11. Headings. The Article and Section headings in this
Agreement are for convenience of reference only, and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

            Section 8.12. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

            Section 8.13. Use of Certain Terms. As used in this Agreement, the
words "herein," "hereof," and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, section, subsection, shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

            IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.


                                            CONOCOPHILLIPS

                                            By: ________________________________
                                                Rick A. Harrington
                                                Senior Vice President, Legal,
                                                and General Counsel


                                            INDEMNITEE

                                            ____________________________________
                                            [Name of Director]


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