EX-10.2 3 d093020dex102.htm EX-10.2
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