EX-10.1 2 d093020dex101.htm EX-10.1
Exhibit 10
.1
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
as
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:
1.
Beginning on
the Effective
Date, the Company
appoints the Successor Trustee to
act
as the sole
trustee
under
the Trust,
replacing the
Predecessor Trustee.
2.
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
in
accordance
with this Agreement.
The Successor
Trustee
hereby
agrees to
accept
all assets presently
held in the Trust
and
agrees to deposit such assets
under
the terms of
the Trust Agreement.
3.
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;
a.
to determine
whether any
claims, losses or damages
exist with respect to the
Trust, or
b.
to pursue or take
any
action with respect to any
claims, losses or damages
which exist with
respect to the
Trust, or
c.
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
d.
to remedy
any
breach
of trust which exists with respect
to the
Trust, or
e.
to compel
the Predecessor
Trustee
to deliver the
trust corpus to
it.
4.
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):
a.
which exists as
of the Effective
Date
with respect to
the Trust;
b.
which arise out
of or in connection
with:
i.
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
to
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.
5.
“Wells Fargo
Bank,
N. A.”
shall be substituted
throughout
the Trust Agreement in lieu of Weststar
Bank.
6.
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.
7.
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: