Letter Agreement Regarding Administration of Compensation and Benefits under Employment Agreement – ConocoPhillips and Archie W. Dunham

Summary

This letter agreement, dated July 22, 2002, is between ConocoPhillips and Archie W. Dunham. It clarifies that ConocoPhillips will fulfill its obligation to provide Mr. Dunham with compensation and benefits, as outlined in his November 18, 2001 Employment Agreement, by having its wholly owned subsidiary administer these payments. Mr. Dunham acknowledges and agrees to this arrangement by signing the letter. The agreement ensures continuity of benefits and compensation through the designated subsidiary.

EX-10.36.1 23 h03367exv10w36w1.txt LETTER AGREEMENT EXHIBIT 10.36.1 [LETTERHEAD OF CONOCO INC.] July 22, 2002 Archie W. Dunham 600 N. Dairy Ashford Houston, Texas 77070 RE: Employment Agreement of November 18, 2001 Dear Mr. Dunham: Please refer to the Employment Agreement, dated as of November 18, 2001, between you, Conoco Inc. and ConocoPhillips. The capitalized terms in the Agreement will have the same meaning here, unless otherwise specified. Under your Employment Agreement, ConocoPhillips (called "New Parent" in the Agreement) has agreed to provide you the compensation and benefits described in Section 2(b) of the Agreement, beginning on the Agreement Effective Date. By signing this letter, you acknowledge and agree that ConocoPhillips will satisfy this obligation by causing its wholly owned subsidiary administering the payroll for former employees of Conoco Inc., to provide you the compensation and benefits described in Section 2(b) of the Agreement. Sincerely, /s/ R. A. Harrington -------------------------------- R. A. Harrington /s/ Archie W. Dunham - ---------------------------------- Archie W. Dunham