SEC Info - Conocophillips - ‘10-Q’ for 9/30/20

Conocophillips – ‘10-Q’ for 9/30/20 – ‘EX-10.1’

On: Tuesday, 11/3/20, at 11:40am ET · For: 9/30/20 · Accession #: 1562762-20-367 · File #: 1-32395

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/20 Conocophillips 10-Q 9/30/20 104:9.2M Certent, Inc./FA

Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.96M 2: EX-10.1 Material Contract HTML 60K 3: EX-10.2 Material Contract HTML 59K 4: EX-22 Published Report re: Matters Submitted to a Vote HTML 29K of Security Holders 5: EX-31.1 Certification -- §302 - SOA'02 HTML 46K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 47K 7: EX-32 Certification -- §906 - SOA'02 HTML 35K 14: R1 Cover HTML 85K 15: R2 Consolidated Income Statement HTML 128K 16: R3 Consolidated Statement of Comprehensive Income HTML 90K 17: R4 Consolidated Balance Sheet HTML 137K 18: R5 Consolidated Balance Sheet (Parenthetical) HTML 41K 19: R6 Consolidated Statement of Cash Flows HTML 116K 20: R7 Consolidated Statement of Cash Flows - Restricted HTML 32K Cash 21: R8 Basis of Presentation HTML 34K 22: R9 Change in Accounting Principles HTML 34K 23: R10 Inventories HTML 35K 24: R11 Asset Acquisitions and Dispositions HTML 51K 25: R12 Investments, Loans and Long-Term Receivables HTML 49K 26: R13 Investment in Cenovus Energy HTML 40K 27: R14 Suspended Wells HTML 32K 28: R15 Impairments HTML 41K 29: R16 Debt HTML 42K 30: R17 Changes in Equity HTML 63K 31: R18 Guarantees HTML 53K 32: R19 Contingencies and Commitments HTML 83K 33: R20 Derivative and Financial Instruments HTML 116K 34: R21 Fair Value Measurement HTML 99K 35: R22 Accumulated Other Comprehensive Loss HTML 42K 36: R23 Cash Flow Information HTML 34K 37: R24 Employee Benefit Plans HTML 59K 38: R25 Related Party Transactions HTML 37K 39: R26 Sales and Other Operating Revenues HTML 67K 40: R27 Segment Disclosures and Related Information HTML 76K 41: R28 Income Taxes HTML 43K 42: R29 Announced Acquisition of Concho Resources Inc HTML 37K 43: R30 Basis of Presentation (Policies) HTML 42K 44: R31 Inventories (Tables) HTML 32K 45: R32 Impairments (Tables) HTML 34K 46: R33 Changes in Equity (Tables) HTML 63K 47: R34 Derivative and Financial Instruments (Tables) HTML 94K 48: R35 Fair Value Measurement (Tables) HTML 79K 49: R36 Accumulated Other Comprehensive Loss (Tables) HTML 43K 50: R37 Cash Flow Information (Tables) HTML 34K 51: R38 Employee Benefit Plans (Tables) HTML 48K 52: R39 Related Party Transactions (Tables) HTML 35K 53: R40 Sales and Other Operating Revenue (Tables) HTML 51K 54: R41 Segment Disclosures and Related Information HTML 69K (Tables) 55: R42 Consolidated Statement of Cash Flows - 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Exhibit 10

APPOINTMENT AND INDEMNITY OF

SUCCESSOR

TRUSTEE

OF THE AMENDED AND RESTATED

TRUST AGREEMENT BETWEEN

PHILLIPS PETROLEUM

COMPANY AND WESTAR

BANK

This instrument

dated

July____, 2020,

effective

as of ___________

2020

(the “Effective

Date”)

by and

between

CONOCOPHILLIPS COMPANY

(“Company”)

and

WELLS FARGO BANK, N. A.

(“Successor

Trustee”):

WHEREAS,

Company

established the Amended

and Restated

Trust Agreement

between

Phillips

Petroleum

Company

and Weststar

Bank

(the “Trust” or “Trust Agreement”) to

provide

certain

benefits

to a select group

of management

or highly

compensated

employees

on June 23, 1995 and

subsequently

amended

on July 27,

2020;

WHEREAS,

the Trust holds

all monies and

other

property,

together

with the

income

thereon,

as may

be paid

or transferred

to it in accordance

with the terms and conditions of the arrangements

covered

by the

Trust;

WHEREAS,

the Company,

pursuant

to Section 11.4

of the Trust Agreement,

desires to

appoint

Wells

Fargo Bank,

National

Association,

as Successor Trustee, to

replace

Weststar

Bank,

now Arvest Bank,

(the

“Predecessor Trustee”)

upon

its removal;

and

the Successor Trustee desires to accept

its appointment

successor trustee

of the Trust and

serve as

trustee

in accordance

with the provisions of the Trust Agreement

with the

following clarification

as of the Effective

Date:

the Company

waives the right to enforce

Section 10.3

of the Trust

Agreement;

NOW, THEREFORE,

the parties

hereto

agree to

undertake

the following actions:

Beginning on

the Effective

Date, the Company

appoints the Successor Trustee to

act

as the sole

trustee

under

the Trust,

replacing the

Predecessor Trustee.

The Successor

Trustee

hereby

acknowledges,

confirms,

and

accepts

its appointment

as trustee

and

agrees to

act

as Successor Trustee

under

the Trust in accordance

with the terms thereof and

accordance

with this Agreement.

The Successor

Trustee

hereby

agrees to

all assets presently

held in the Trust

and

agrees to deposit such assets

under

the terms of

the Trust Agreement.

In consideration

of the agreement

herein of Successor Trustee

to become

trustee

of the Trust,

Company

understands

and agrees the Successor Trustee shall have

no obligation, duty

or liability with

respect to any

period of time prior to

its becoming

Successor Trustee;

to determine

whether any

claims, losses or damages

exist with respect to the

Trust, or

to pursue or take

any

action with respect to any

claims, losses or damages

which exist with

respect to the

Trust, or

to review the performance

by or acts of the Predecessor Trustee or to

determine

whether a breach

of trust exists with respect

to the

Trust or has

been

committed

by the Predecessor Trustee, or

to remedy

any

breach

of trust which exists with respect

to the

Trust, or

to compel

the Predecessor

Trustee

to deliver the

trust corpus to

it.

The Company

further agrees to indemnify and

hold harmless

the Successor Trustee from

any

claims,

losses or damages

(including, but

not

limited to, costs, expenses

and

legal fees):

which exists as

of the Effective

Date

with respect to

the Trust;

which arise out

of or in connection

with:

acts

or omissions with Predecessor

Trustee, or any

actions

taken

prior to the Effective

Date

with respect

to the

Trust;

ii.

failure of

Successor Trustee

to determine

whether any

claims, losses or damages

exist

with respect

to the

Trust or arise out

of or in connection

with any

acts

or omissions which

occurred

prior to

the

date

hereof

with respect to the Trust;

iii.

failure of

Successor Trustee

to determine

whether a breach

of trust exists with respect

the Trust or has

been

committed

by the Predecessor Trustee; and

iv.

failure of

the Successor Trustee

to compel

the Predecessor Trustee

to deliver trust

property

to it.

“Wells Fargo

Bank,

N. A.”

shall be substituted

throughout

the Trust Agreement in lieu of Weststar

Bank.

Except

as herein above

set out and

in consideration

of the covenants

and promise of the Company

contained

herein, the Successor Trustee agrees to

perform

its duties and

obligations as described in

and

under

the Trust Agreement

(the terms

and

conditions

of which are

incorporated

herein) and

applicable

laws and

regulations for the duration

of its term as

Successor Trustee.

In the event

Successor Trustee

becomes

aware

of any

claim, loss, breach

or damage

with respect to the Trust it will

promptly

inform

the Company.

This Agreement

shall be governed

by and

construed

in accordance

with the internal laws

of the

State

of Oklahoma

applicable

to agreements

made and

to be performed

entirely within such State, without

regard to

the conflicts

of law principles of

such

State.

IN WITNESS WHEREOF,

the parties hereto

have

set their hands

and

seals the day

and year

first above

mentioned.

CONOCOPHILLIPS COMPANY

By:

Name:

Title:

WELLS FARGO BANK,

N. A.

As Successor Trustee

By:

Name:

Title:

This ‘10-Q’ Filing

Date

Other Filings

Filed on:

11/3/20

For Period end:

9/30/20

13F-HR, 4

7/27/20

6/23/95

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 ConocoPhillips 10-K 12/31/23 164:25M 2/16/23 ConocoPhillips 10-K 12/31/22 158:28M 2/17/22 ConocoPhillips 10-K 12/31/21 171:23M Certent, Inc./FA 2/16/21 ConocoPhillips 10-K 12/31/20 173:24M Certent, Inc./FA 1/15/21 ConocoPhillips S-8 POS 1/15/21 4:92K Toppan Merrill/FA 12/11/20 Concho Resources Inc. DEFM14A 12/11/20 1:3.4M Toppan Merrill-FA 12/11/20 ConocoPhillips 424B3 1:3.2M Toppan Merrill-FA 12/07/20 ConocoPhillips S-4/A 9:3.7M Toppan Merrill-FA 11/18/20 ConocoPhillips S-4 15:3.7M Toppan Merrill-FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/19/20 ConocoPhillips 8-K:1,8,9 10/18/20 14:5.9M Toppan Merrill/FA

Conocophillips – ‘10-Q’ for 9/30/20 – ‘EX-10.1’

On: Tuesday, 11/3/20, at 11:40am ET · For: 9/30/20 · Accession #: 1562762-20-367 · File #: 1-32395

Previous ‘10-Q’: ‘10-Q’ on 8/4/20 for 6/30/20 · Next: ‘10-Q’ on 5/6/21 for 3/31/21 · Latest: ‘10-Q’ on 5/2/24 for 3/31/24 · 10 References:

Quarterly Report — Form 10-Q
Filing Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

9 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Conocophillips – ‘10-Q’ for 9/30/20 – ‘EX-10.1’

On: Tuesday, 11/3/20, at 11:40am ET · For: 9/30/20 · Accession #: 1562762-20-367 · File #: 1-32395

Quarterly Report — Form 10-QFiling Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

9 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Quarterly Report — Form 10-Q
Filing Table of Contents