First Amendment to the Successor Trustee Agreement of the Deferred Compensation Trust

Contract Categories: Human Resources - Compensation Agreements
EX-10.2 3 d093020dex102.htm EX-10.2 d093020dex102
Exhibit 10
 
.2
 
FIRST AMENDMENT TO
 
THE
AMENDED AND RESTATED
 
TRUST AGREEMENT BETWEEN
PHILLIPS PETROLEUM
 
COMPANY AND
WESTAR BANK,
 
AS TRUSTEE
 
WHEREAS,
 
Phillips
 
Petroleum
 
Company
 
(now ConocoPhillips Company,
 
hereinafter
 
"Company")
 
and
Weststar
 
Bank,
 
a state
 
banking corporation
 
(now Arvest Bank,
 
hereinafter
 
the "Trustee") entered into an
amended
 
and restated
 
trust agreement
 
as of June 23, 1995 (the "Trust Agreement"), maintaining
 
a trust (the
"Trust") for
 
the purpose
 
of holding monies
 
and
 
other
 
property
 
in connection
 
with the Deferred Compensation
Plan for
 
Non-Employee
 
Directors of
 
Phillips
 
Petroleum
 
Company
 
(now the Deferred Compensation
 
Plan for
Non-Employee
 
Directors of
 
ConocoPhillips, hereinafter
 
the "Plan"); and
 
WHEREAS,
 
in accordance
 
with Section 11.2 of the Trust Agreement,
 
pursuant
 
to a written notice dated
October 16,
 
2019,
 
Arvest Bank
 
has
 
resigned as Trustee of
 
the Trust, effective
 
August 15, 2020,
 
which
resignation has
 
been
 
accepted
 
by the Company;
 
and
 
WHEREAS,
 
in accordance
 
with Section 11.4 of the Trust Agreement,
 
the Company
 
has by letter dated July
30, 2020,
 
designated
 
Wells Fargo
 
Bank,
 
N.A.,
 
as successor Trustee
 
of the
 
Trust, effective
 
contemporaneously
with the
 
resignation of
 
Arvest Bank
 
as Trustee;
 
and
 
WHEREAS,
 
in accordance
 
with Section 11.4 of the Trust Agreement,
 
Wells Fargo
 
Bank,
 
N.A.,
 
has
 
accepted
its designation
 
as successor Trustee
 
of the Trust and
 
has
 
delivered to
 
Arvest Bank
 
as Trustee
 
its written
acceptance
 
of its designation as successor Trustee of
 
the Trust, by
 
letter dated
 
July 29, 2020,
 
and
 
thus
 
Wells
Fargo Bank,
 
N.A.
 
is now Trustee
 
of the Trust; and
 
WHEREAS,
 
pursuant
 
to Section 14.1 of the Trust Agreement, the
 
Trust Agreement
 
may
 
be amended
 
by a
written instrument
 
executed
 
by the Trustee and
 
the
 
Company;
 
NOW, THEREFORE,
 
the Trust
 
Agreement is amended, effective
 
July 27, 2020, as follows:
 
1.
 
Existing references
 
to Westar
 
Bank
 
or Arvest Bank
 
in the Trust Agreement or ancillary
 
documents
related
 
thereto
 
shall be hereafter
 
considered
 
to be references
 
to Wells Fargo,
 
N.A.
2.
 
The following shall be
 
added
 
to Section 17, at the end thereof, to provide
 
as follows:
 
“17.9.
 
This Trust Agreement
 
and
 
certain
 
information
 
relating to the Trust is
 
“Confidential
Information”
 
pursuant to applicable federal
 
and
 
state law, and
 
as such it shall be maintained
 
in
confidence
 
and
 
not
 
disclosed, used or duplicated,
 
except
 
as described
 
in this Section.
 
If
 
it is necessary
for the
 
Trustee
 
to disclose Confidential
 
Information
 
to a third party in order to perform
 
the Trustee's
duties hereunder
 
and
 
the Company
 
has
 
authorized the Trustee to do so, the
 
Trustee
 
shall disclose only
such Confidential
 
Information
 
as is necessary for such third party
 
to perform
 
its obligations to the
Trustee
 
and
 
shall, before such disclosure is made,
 
ensure that
 
said third party
 
understands
 
and agrees
to the confidentiality
 
obligations set forth herein.
 
The Trustee
 
and
 
the Company
 
shall maintain
appropriate
 
information
 
security programs
 
and
 
adequate
 
administrative
 
and physical
 
safeguards
 
to
prevent
 
the unauthorized
 
disclosure, misuse, alteration
 
or destruction of Confidential
 
Information,
 
and
shall inform
 
the other
 
party
 
as soon
 
as possible of any
 
security breach
 
or other incident involving
possible unauthorized
 
disclosure of or access to Confidential
 
Information.
 
Confidential
 
Information
shall be returned
 
to the disclosing party
 
upon
 
request.
 
Confidential
 
Information
 
does not
 
include
information
 
that
 
is generally
 
known
 
or available
 
to the public or that
 
is not treated
 
as confidential
 
by
the disclosing party,
 
provided,
 
however,
 
that
 
this exception
 
shall not apply
 
to any
 
publicly available
 
 
 
 
 
 
information
 
to the extent
 
that
 
the disclosure or sharing of the
 
information
 
by one or both parties is
subject
 
to any
 
limitation, restriction, consent,
 
or notification
 
requirement
 
under
 
any
 
applicable
 
federal
or state
 
information
 
privacy law or regulation.
 
If
 
the receiving party
 
is required by
 
law, according
 
to
the advice
 
of competent
 
counsel, to disclose
 
Confidential
 
Information,
 
the receiving party
 
may
 
do so
without
 
breaching
 
this Section,
 
but
 
shall first, if feasible
 
and
 
legally permissible, provide the
disclosing party
 
with prompt notice of such pending disclosure so
 
that
 
the disclosing party
 
may
 
seek a
protective
 
order or other
 
appropriate
 
remedy
 
or waive compliance
 
with the provisions of this Section.
 
17.10.
 
Notwithstanding
 
anything
 
to the contrary
 
contained
 
herein, the Trustee shall not be
responsible or liable for
 
any
 
losses to the
 
Fund
 
resulting from
 
any
 
event
 
beyond
 
the reasonable
 
control
of the Trustee,
 
including but
 
not
 
limited to
 
nationalization,
 
strikes, expropriation,
 
devaluation,
 
seizure,
eminent
 
domain,
 
or similar action by any
 
governmental
 
authority;
 
or enactment,
 
promulgation,
imposition, or enforcement
 
by any such governmental authority
 
of currency
 
restrictions, exchange
controls, levies, or other
 
charges
 
affecting
 
the Trust’s property;
 
or the breakdown,
 
failure,
 
or
malfunction
 
of any utility, telecommunication,
 
or computer
 
systems; or any
 
order or regulation of any
banking
 
or securities industry
 
including changes
 
in market
 
rules and market
 
conditions
 
affecting the
execution
 
or settlement
 
of transactions;
 
or poor or incomplete data
 
provided
 
by the Company;
 
or acts
of war, terrorism, insurrection,
 
or revolution;
 
or acts
 
of God; or any
 
other
 
similar event."
 
The Trust
 
Agreement is in all other
 
respects ratified
 
and
 
confirmed
 
without
 
amendment.
 
IN WITNESS WHEREOF,
 
this amendment
 
to the Trust Agreement has been executed
 
on behalf
 
of the
parties
 
hereto
 
on the
 
___
 
day
 
of ___________,
 
2020.
 
 
CONOCOPHILLIPS COMPANY
 
WELLS FARGO BANK,
 
N.A.
 
By:
 
 
Timothy
 
D. Baker
Its:
Sr. Treasury
 
Consultant
By:
Its:
 
 
 
 
ATTEST
 
ATTEST
 
By:
Its:
By:
Ryan
 
A. Ackerman
Its:
Sr. Analyst,
 
Trust Investments