Retirement Plan of Conoco GALLUP, NEW MEXICO

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1 Retirement Plan of Conoco GALLUP, NEW MEXICO The Painted Desert is in the Four Corners area within the Navajo Nation who have lived in the region for at least five hundred years.

2 ROUTE 66 AT 35 31'25"N '3"W GALLUP, NEW MEXICO Founded in 1881, Gallup is named after David Gallup, paymaster for the Atlantic and Pacific Railroad. Its rugged terrain has made it a popular site for Hollywood filmmakers. Gallup is home to many Native American tribes. This book provides you with a summary plan description (SPD) of the Retirement Plan of Conoco. It s an overview of certain terms and conditions, rather than a description of every detail of the plan. It s written in clear, everyday language that s designed to help you understand how the plan works. Every effort has been made to ensure the accuracy of the information provided in this SPD. However, if there s any discrepancy or conflict between this SPD and the terms of the official plan document, the official plan document will control. Phillips 66 reserves the right to amend, change or terminate the plan at any time without notice, at its sole discretion. Nothing in this SPD creates an employment contract between the company or its subsidiaries or affiliates and any employee.

3 RETIREMENT PLAN OF CONOCO Title IV of the Phillips 66 Retirement Plan A plan for retirement... 2 Here s the big picture... 3 Eligibility... 4 Am I eligible?... 4 How the plan works... 5 Calculating your normal retirement income benefit Year Average Compensation Formula (High-3 Formula)... 6 Minimum Benefit Formula (Minimum Formula) Year Average Compensation Formula (High-10 Formula)... 9 Finding the highest benefit When can I begin receiving my retirement benefit? What if I m still working on my normal retirement date? What if my benefit begins before my normal retirement date? Early retirement Separation retirement reduction Let s talk about my payment options If the value of your benefit is $1,000 or less Required forms of payment Optional forms of payment How your choices affect your retirement benefit If you made employee contributions under this plan Do I pay taxes? How do I roll over my lump-sum distribution? How do I name a beneficiary? How do I apply for my retirement benefit?...22 What happens if...22 I take a leave of absence? I leave the company? I become disabled? I m rehired? I die before retirement payments begin? If you re single If you re married More on the Pre-Retirement Surviving Spouse Annuity (PRSSA) I die after retirement payments have begun? How do I file a claim?...26 How do I appeal a claim denial? What other important information do I need to know?...28 Administrative information ERISA information Pension Benefit Guaranty Corporation Agent for service of legal process When the plan changes or ends Funding based restrictions on plan benefits Assignment of benefits Payments to a minor or legally incompetent person If you cannot be located What are my rights under ERISA?...32 Receive information about the plan and your benefits Prudent action by plan fiduciaries Enforce your rights Who administers the plan?...34 Contacts...35 Glossary...36 RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 1

4 A plan for retirement The company-provided* Retirement Plan of Conoco helps you prepare for income during your retirement years. It costs you nothing to participate, and you re already 100% vested in your plan benefit. The Retirement Plan of Conoco, combined with Social Security, any benefit you have from the Phillips 66 Savings Plan and your own personal savings and investments, gives you the building blocks to help you plan for your retirement. * The plan was funded by a combination of employee and company contributions in the past, but is now funded entirely by company contributions. See page 18.

5 RETIREMENT PLAN OF CONOCO Here s the big picture Do I need to enroll? Who pays? What s my benefit? See page 6 When am I vested? When can I take my benefit? See page 11 What is my normal retirement date? How is my benefit paid? See page 15 No. This plan was closed to new entrants on January 1, If you were a participant prior to that date, you re already a plan member. The company currently pays all costs. You can t contribute. Your benefit is determined by formulas that take into account: Your eligible compensation during your career; Your credited service; Your estimated Social Security benefits; When you choose to take your benefit; and The form of payment you choose. Your benefit grows each year as you accumulate more service in the plan and as your eligible compensation increases. All participants in the plan are 100% vested. That means the value of your benefit is yours to keep when you leave the company. After you ve left the company: Generally, you can start taking your benefit any time after the first of the month after your 50th birthday. You must start taking it when you reach your normal retirement date. It s the first day of the month after your 65th birthday. You have a choice of annuities (monthly payments for life). You can choose payments for your lifetime only, or for the combined lifetimes of you and your beneficiary. Or you can choose to take it in a lump sum. If you re married, you ll need your spouse s consent for some of the options. That s the big picture. There s a lot more to the plan though, so don t stop reading now! Don t miss! The Glossary starting on page 36 for details about some of the terms used in this summary plan description (SPD). Contacts on page 35 for the Benefits Center s phone numbers, web and mailing addresses and hours of operation. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 3

6 RETIREMENT PLAN OF CONOCO A couple of technical things The official name of this plan is the Retirement Plan of Conoco Title IV. It s one part of an overall plan called the Phillips 66 Retirement Plan. But in this SPD, it s called the plan. The other parts of the overall plan (the other titles ) are described in other SPDs. The plan provides benefits that were previously provided by the Retirement Plan of Conoco Inc. and before that by Title 2 of the DuPont Pension and Retirement Plan. Depending on the context, the term plan may also apply to one of those predecessor plans. Your retirement benefit under this plan is completely separate from any benefit(s) you may have under any other titles of the Phillips 66 Retirement Plan. When we say Phillips 66, the company, we or our, we mean both Phillips 66 Company, Phillips 66 Pipeline LLC and, in some contexts, any other affiliated companies where Phillips 66 owns at least 80% of the affiliate. One more thing In 2003, participants in this plan had a one-time choice to either: Continue to earn benefits in this plan; or Move to the Cash Balance Account (Title II of the Phillips 66 Retirement Plan) for new benefits accumulated after certain dates. If you made the election to move to the Cash Balance Account, you kept the benefit you had already accumulated in this plan but stopped earning credited service and additional compensation under this plan. However, if you continue employment with the company, your age and service will continue to count toward this plan s early retirement eligibility. Eligibility The provisions in this SPD are those that generally apply to currently active participants. The benefits of those participants who have previously terminated employment are generally governed by the provisions in effect at the time their employment ended unless subsequent amendments to the plan apply to them. AM I ELIGIBLE? You re eligible if you were already a participant in the plan on December 31, The plan was closed to new entrants on January 1, If you re not already a participant, you can t join the plan. You became a participant when you first satisfied the eligibility requirements of the plan. You re NOT eligible if You re a foreign national covered by a different Phillips 66 retirement plan. You re covered by a collective bargaining (union) agreement, unless the agreement says you can participate in this plan. You work as an independent contractor to the company, or for a contractor to the company. You re a leased employee. You re paid through a temporary placement agency. Your compensation is not reported on an IRS form W-2. 4 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

7 How the plan works A lot goes into your retirement benefit, which you accumulate during your working years with the company. These factors come into play:* The type of retirement you re eligible for Benefit formulas that apply When you choose to receive your benefit The form of payment you choose Normal retirement: If you have reached at least age 65 at termination, regardless of years of service. Early retirement: If you have reached at least age 50 at termination and have at least 10 years of service. Incapacity retirement: If you have reached at least age 40 at termination, have at least 10 years of service, become disabled while employed and meet the plan s disability criteria. Separation retirement: If you terminated with a vested benefit, and you aren t eligible for any of the three other types of retirement listed above. The plan has three benefit formulas: High-3 Formula. Minimum Benefit Formula. High-10 Formula. Your benefit will be calculated using the applicable eligible formula that produces the greatest benefit. Once you ve left the company, your retirement benefit can begin as early as the first of the month after your 50th birthday, and as late as your normal retirement date. Your benefit may be lower if it begins before your normal retirement date. There are several options: A single life annuity. A choice of joint and survivor annuities. A lump-sum payment. We go into payment options on page 15. * Federal law imposes certain limits on benefits payable under this plan. Generally, these limits only apply to highly paid employees. You ll be notified if they apply to you. Your benefit under this plan will never be less than: The equivalent of the benefit amount based on your contributions plus interest. The equivalent of your vested benefit amount. A special minimum benefit amount, if the plan is ever determined to be top heavy under IRS rules. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 5

8 RETIREMENT PLAN OF CONOCO This plan has some special provisions that apply to certain participants of prior employers: Participants who earned part of their benefit while employed by Dupont de Nemours (Dupont). Participants who earned part of their benefit while employed by Consol Inc. (Consol). Participants hired in connection with Conoco Inc. s acquisition of assets from BP America Inc. on September 1, Some of these provisions have been grandfathered into the plan to recognize benefits you may have accrued while those provisions were in place. If you earned part of your benefit during grandfathered periods, your retirement benefit will be calculated using the assumptions and factors that applied during those periods. For more information about these provisions, contact the Benefits Center. CALCULATING YOUR NORMAL RETIREMENT INCOME BENEFIT This is the starting point for figuring your retirement benefit. Your benefit is calculated under several different formulas. You get whichever amount is highest. The best way to explain things is to tell you the formulas and provide an example of each. We ll do that through Greg, a Phillips 66 employee who retired in Please note that these examples show what Greg would be paid if he were to start his benefit on his normal retirement date as a single life annuity. As we ll describe later in this SPD, his benefit will be lower if it begins earlier or if he chooses a different payment option. 3-Year Average Compensation Formula (High-3 Formula) This formula gives the highest benefit amount for most long-service employees. It uses three factors: Your 3-year average compensation; Your credited service; and Your Primary Social Security benefit. 6 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

9 Here s a simplified summary of how the High-3 Formula works: Here s how to calculate the High-3 Formula benefit Step 1: Figure out your 3-year average compensation This is the greater of: Your highest 36 consecutive months of compensation, divided by 3 years; or Your highest three calendar years compensation (not necessarily consecutive years), divided by 3 years. (See page 36 for what s included in compensation.) Step 2: Figure out your months of credited service You generally receive credited service for each month in which you have membership service in this plan. (See credited service in the Glossary for more information.) Step 3: The plan calculates your primary Social Security benefit This is the estimated monthly Social Security benefit that you would receive at your normal retirement age, regardless of your age when you leave the company. See Primary Social Security in the Glossary for details. Step 4: Calculate your gross benefit 3-year average compensation times 1.6% divided by 12 times credited service equals the gross benefit Step 5: Calculate your Social Security offset* Social Security benefit times 1.5% times credited service equals the Social Security offset And here s Greg s High-3 Formula benefit Greg s highest 36 consecutive months of compensation added up to $180,000 $180,000 3 = $60,000 Greg s highest three calendar years eligible compensation were: $ 57,500 + $ 59,500 + $ 61,500 = $ 178,500 $178,500 3 = $59,500 The first amount is higher, so we ll use $60,000 as his 3-year average compensation. Greg retired in 2012 with 25 years of credited service Greg s monthly primary Social Security benefit is $1,821 $ 60,000 (from step 1 above) x 1.6% 12 x 25 years credited service = $ 2, (Greg s gross benefit) $ 1,821 (from step 3 above) x 1.5% x 25 years credited service = $ (his Social Security offset) * The Social Security offset can t be more than 50% of your primary Social Security benefit. (continued) RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 7

10 RETIREMENT PLAN OF CONOCO Here s how to calculate the High-3 Formula benefit Step 6: Calculate your High-3 Formula benefit Gross benefit minus Social Security offset equals monthly High-3 Formula benefit And here s Greg s High-3 Formula benefit $ 2, (from step 4 above) $ (from step 5 above) = $ 1, (Greg s monthly High-3 Formula benefit) Minimum Benefit Formula (Minimum Formula) The plan then calculates your Minimum Formula. This formula uses only your units of service. Units of service means all your years of service, except for some service that may be disregarded in special circumstances. See units of service in the Glossary for more detail. The Minimum Formula is pretty simple, but it generally produces a smaller benefit than the other plan formulas. Here s how to calculate the Minimum Formula benefit Step 1: Figure out your units of service As with the High-3 Formula, you generally receive units of service for each year in which you participate in this plan. Step 2: Calculate your Minimum Formula benefit $12 x units of service minus Your benefit under the High-3 Formula or High-10 Formula (whichever is greater) for any time period in which you were eligible for membership but didn t participate in the plan equals Your monthly Minimum Formula benefit And here s Greg s Minimum Formula benefit Greg retired in 2012 with 25 units of service (25 years of credited service) $ 12 x 25 units of service = $ 300 minus $0 (Greg always participated in the plan) equals Greg s monthly Minimum Formula benefit of $300 8 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

11 10-Year Average Compensation Formula (High-10 Formula) This formula applies only to participants who were members of the plan before January 1, This formula is similar to the High-3 Formula, but uses only two factors: Your 10-year average compensation. Your credited service. Here s how the High-10 Formula works. It doesn t apply to Greg he was hired after 1971 but we re going to show you how the formula would have applied to him if he had been eligible. Here s how to calculate the High-10 Formula benefit Step 1: Figure out your 10-year average compensation This is your highest 120 consecutive months of compensation, divided by 10 years. (See page 36 for what s included in compensation.) Step 2: Figure out your months of credited service You generally receive credited service for each month in which you have membership service in this plan. (See credited service in the Glossary for more information.) Step 3: Calculate your High-10 Formula benefit (1% of the first $3,000 of 10-year average compensation plus 1.5% of 10-year average compensation above $3,000) times credited service divided by 12 equals Your monthly High-10 Formula benefit And here s Greg s High-10 Formula benefit (if he had been eligible) Greg s highest 120 consecutive months of compensation totaled $400,000 $400, = $40,000 (Greg s 10-year average compensation) Greg retired in 2012 with 25 years of credited service $ 30 (1% x $3,000*) + $ 555 (1.5% x 37,000**) $ 585 $ 585 x 25 years credited service = $ 14,625 (Greg s annual High-10 Formula benefit) Greg s monthly High-10 Formula benefit is $1, ($14,625 12) * This is the first $3,000 of Greg s $40, year average compensation calculated in step 1 above ** This is the part of Greg s 10-year average compensation above $3,000 ($40,000 $3,000) RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 9

12 RETIREMENT PLAN OF CONOCO Finding the highest benefit So let s finish our example. Finding the highest benefit Your normal retirement benefit would be the highest of the benefit calculated under all of the benefit formulas. And here s Greg s highest benefit Greg s monthly benefit under the: High-3 Formula is $1, Minimum Formula is $ High-10 Formula (if eligible) is $1, If Greg were to start his benefit on his normal retirement date in the single life annuity form, he would receive $1, per month. You probably noticed the caveat If Greg were to start his benefit on his normal retirement date in the single life annuity form. As described over the next few sections, there are a few other factors that affect your retirement benefit: Your age and service when you left the company; Your age when your benefit begins; and How your benefit is paid. So you ve got some decisions to make: Retire now, or work for a few more years? Take my benefit as soon as I m eligible, or wait until later? Take an annuity (monthly payments), or a lump sum? In the following sections, we ll explore how the date you start your benefit and the form in which you take it affect the calculation. Help is available! When the time comes for you to make this important decision, you have access to the retirement benefit planning tools at Your Benefits Resources (YBR), which allow you to estimate your benefit online. You may also contact the Benefits Center for a reasonable number of estimates of your benefit at future dates. These resources will help you explore the options to help you make the right decision for yourself and your family. See Contacts on page 35 for the Benefits Center phone and web access. 10 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

13 WHEN CAN I BEGIN RECEIVING MY RETIREMENT BENEFIT? After you ve left the company, you can start your retirement benefit as early as the first of the month after your 50th birthday. You must start it by your normal retirement date (the first of the month after your 65th birthday). Your benefit may be reduced if it begins before your normal retirement date (at right). What if I m still working on my normal retirement date? If you re still employed by the company, your benefits won t begin on your normal retirement date. Instead, you ll continue to earn additional credited service and compensation. Your additional credited service and possibly higher compensation may add to your retirement benefit. Your benefit MUST begin on Your retirement benefit must begin on the earliest of the following dates: Your normal retirement date, if you left the company before that date. The first of the month after you leave the company, if you work beyond your normal retirement date. WHAT IF MY BENEFIT BEGINS BEFORE MY NORMAL RETIREMENT DATE? If you choose to begin your benefit earlier than your normal retirement date, it may be reduced. There are two reduction methods: The early retirement reduction; and The separation retirement reduction. Early retirement You re eligible for early retirement if: You ve completed 10 years of service; and You re at least age 50 but less than age 65 when your employment ends. If you are eligible for early retirement and begin your benefit before your normal retirement date, your benefit will be subject to the early retirement benefit reduction. Under this type of retirement: The plan calculates your normal retirement benefit at your normal retirement date as shown starting on page 6; and then Multiplies that benefit by the reduction percentage shown on page 12 to determine your retirement benefit. Your early retirement reduction percentage varies, depending on which benefit calculation formula applies (High-3, Minimum or High-10) and your age when you start your benefit. Here are a couple of examples that show how it works. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 11

14 RETIREMENT PLAN OF CONOCO The retirees below had earned the same $2,000 monthly retirement benefit payable at their normal retirement date. However, they both elected to begin their benefit earlier. This meant their $2,000 benefit was subject to reduction. Tim Joel Applicable reduction schedule (from the table below) Schedule I (High-3 Formula applies) Schedule I (High-10 Formula applies. Benefits were accrued AFTER January 1, 1971) Benefits began at age Reduced monthly benefit would be 53 $1,360 ($2,000 x 68%) 60 $2,000 ($2,000 x 100%) The following table shows the percentage of a retirement benefit that would be payable after applying the applicable early retirement reduction. (Schedule I will apply for most participants.) For Tim and Joel, just match the colors above to the chart below to see how their reductions were calculated and applied. If benefit begins at age Percentage of benefit payable under Schedule I (Applies to all High-3 Formula and Minimum Formula benefits, as well as to High-10 Formula benefits accrued ON OR AFTER January 1, 1971) Schedule II (Applies only to High-10 Formula benefits accrued BEFORE January 1, 1971) 50 53% 64% 51 58% 67% 52 63% 70% 53 68% 73% 54 73% 76% 55 78% 79% 56 83% 82% 57 88% 85% 58 92% 88% 59 96% 91% % 94% % 97% % 100% Please note that this chart shows full years of age only, but your actual reduction would be calculated in years and months. For example, the early retirement reduction percentage in column 2 is 78% if benefits begin at age 55 and 83% if they begin at age 56. If benefits begin at age 55½, the percentage would be 80.5% (half way between the age 55 and age 56 percentages). 12 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

15 Separation retirement reduction The separation retirement reduction applies if you re not eligible for the early retirement reduction discussed above. That would occur if: You have less than 10 years of service when you leave the company; OR You re under age 50 when your employment ends. Under this method: The plan calculates your normal retirement benefit at your normal retirement date as shown starting on page 6; and then Multiplies that benefit by a reduction percentage that s based on: Your age when your benefit begins; and Plan rules that take into account interest rates and mortality assumptions at different periods of time. The separation retirement reduction is determined using your age and applicable rates in effect at the time of your benefit commencement. You have access to the retirement benefit planning tools at Your Benefits Resources (YBR), which allow you to estimate your benefit online. Here s an example of a separation retirement reduction. Howard was 48 years old when he left the company. All of his benefit was accrued on or after January 1, His benefit payable at age 65 is $2,000 a month. If the applicable 30-year Treasury Securities interest rate is 3%, here s how his $2,000 benefit would be reduced if it began earlier. If benefit begins at age Calculation Age-65 benefit x reduction factor 50 (earliest age) $2,000 x 41.54% $ $2,000 x 53.83% $ 1, $2,000 x 71.89% $ 1, (latest age) $2,000 x % $ 2, Howard s reduced monthly benefit would be Note: These calculations vary based on the 30-year Treasury securities rate. Your actual reduction would depend on the interest rates in effect at the time your benefit begins. Also, benefits accrued during grandfathered periods of service may have different reduction factors. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 13

16 RETIREMENT PLAN OF CONOCO The following table shows the percentage of your age-65 benefit that would be payable after applying the reduction schedule. Please note: The table shows examples of ranges of separation retirement early receipt factors between ages 50 and 65 when the assumed 30-year Treasury securities rate is between 3% and 4%. Note that the lower the interest rate, the higher the pre-65 percentage payable. The factors in the table apply to the benefit accrued on or after January 1, 2000 only. Factors using other actuarial assumptions are used for the benefit accrued in grandfathered periods. The table shows full years of age only; your actual reduction would be calculated in years and months. For example, at a 3.00% interest rate, if you are age 55 years and 6 months when your retirement benefits begin, you will receive 53.83% of your age-65 benefit amount for being age 55, plus a prorated share for the partial year (1.53%) for a total percentage of 55.36% of the unreduced age-65 retirement benefit. Percentage of age-65 single life annuity payable when interest rates are between 4% and 3% Age when payments begin (at 4.00% interest) (at 3.00% interest) % to 41.54% % to 43.67% % to 45.94% % to 48.38% % to 51.01% % to 53.83% % to 56.89% % to 60.19% % to 63.77% % to 67.66% % to 71.89% % to 76.52% % to 81.58% % to 87.14% % to 93.25% % to % The basis for this table is the Group Annuity Reserving 1994 mortality table projected to 2002 with a 50%/50% gender mix (GAR-94). These factors apply to benefit accruals on or after January 1, Factors based on other assumptions are used for benefits accrued during earlier grandfathered periods. 14 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

17 LET S TALK ABOUT MY PAYMENT OPTIONS The form of payment you choose can affect the amount of your retirement benefit. You have a number of forms from which to choose. And, as we mentioned on page 10, the retirement benefit planning tools at Your Benefits Resources (YBR) and Benefits Center representatives can help you understand your options. If the value of your benefit is $1,000 or less If the present value of your benefit is $1,000 or less on the date it s scheduled to be paid, and you have no other benefit from another title of the Phillips 66 retirement plan, your benefit will be paid to you in a lump sum. No other form of payment will be available. Regardless of your benefit value, you can roll all or part of your plan distribution into another tax-qualified plan or IRA. By doing so, you postpone paying taxes and avoid early withdrawal penalties. See Do I pay taxes? on page 19 for details. Required forms of payment Federal law requires that your benefit be paid as shown below unless you elect a different payment form by the time your benefit must begin (see page 11). If you re single, your benefit will be paid as a single life annuity. This means monthly payments are made to you during your lifetime and stop at your death. If you re married, your benefit will be paid as a 50% joint and survivor annuity. This means reduced monthly payments are made to you during your lifetime. If you die before your spouse, 50% of your benefit amount will continue to your surviving spouse for his or her lifetime. A word about annuities If you choose to have your retirement benefit paid to you each month (rather than in a lump sum), that monthly payment is an annuity. Your annuity is based on your retirement benefit at the time the benefit begins and is calculated according to plan provisions or rules. We re not going to go into detail about annuity calculations, but did want to point out a few things: If you choose to have your annuity begin before you reach age 65, your monthly payment may be lower than if you had waited until age 65. If you choose a joint and survivor annuity: Your monthly benefit will be lower than if you had chosen a single life annuity. That s because the benefit is being paid over two lifetimes (yours and your joint annuitant s) rather than just one. The younger your joint annuitant is (compared to you), the greater the reduction. The ages of both you and your joint annuitant are taken into account when calculating your actual benefit. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 15

18 RETIREMENT PLAN OF CONOCO Optional forms of payment If you re married, part of your benefit consists of a pre-retirement survivor benefit for your spouse. With respect to that part of your benefit, your spouse must agree in writing for you to receive your benefit as a single life annuity or in a lump sum, or to name a beneficiary other than your spouse. Your spouse s consent must be witnessed and certified by a notary public. For the remainder of your benefit, you may elect another beneficiary. The optional forms of payment are: A single life annuity (monthly payments during your lifetime). This is the required form of payment if you re single, but an optional form if you re married. A joint and survivor annuity (reduced monthly payments during your lifetime, with a percentage of your benefit amount continuing to your joint annuitant after your death). The continuation percentage can be 50%, 75% or 100%. If married, your spouse must consent to the naming of a beneficiary other than your spouse A lump-sum payment (your entire account value paid to you). You can roll all or part of your plan distribution into another tax-qualified plan or IRA. By doing so, you postpone paying taxes and avoid early withdrawal penalties. See Do I pay taxes? on page 19 for details. 16 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

19 HOW YOUR CHOICES AFFECT YOUR RETIREMENT BENEFIT Meet Sam. When he ends his employment on December 31, 2013 (his 59th birthday!), he is eligible for early retirement. His retirement benefit payable on his normal retirement date as a single life annuity will be $1,800 a month. Here s what his retirement benefit will be under a variety of scenarios. If Sam takes his benefit as an annuity Right away Sam jumps right into retirement and wants his benefit to start the very next day, January 1, At age 59, Sam hasn t reached his normal retirement date. Therefore, his benefit is subject to the early retirement reduction. Per Schedule I on page 12, his monthly benefit is reduced to $1,728 as follows: $1,800 x 96% early retirement reduction = $1,728 This is the amount that s payable right away as a single life annuity. However, Sam has several forms of annuity from which to choose: His monthly annuity payment will be the full $1,728 if he chooses a single life annuity (payments stop at his death). If Sam chooses a joint and survivor annuity with his spouse as the beneficiary (monthly payments continue to his spouse after his death): Sam s monthly payment will be lower than if he d chosen a single life annuity. The amount of the reduction will be calculated based on his age and his spouse s age on January 1, It s also based on the joint and survivor percentage he chose (50%, 75% or 100%). Regardless of the type of annuity Sam chooses, his monthly payments will be calculated as of January 1, 2014, and the payments will begin as soon as administratively possible. At age 60 Sam decides to leave his benefit in the plan until age 60, which is January 1, Everything described in the row above applies EXCEPT: Sam s benefit will not be reduced since there is no reduction on or after age 60 for participants who are eligible for early retirement. The plan will use Sam s age (and his spouse s age) as of January 1, 2015 when calculating Sam s annuity amount. For additional information, see Early retirement on page 11. On his normal retirement date Sam decides to leave his benefit in the plan until his normal retirement date, which is January 1, Everything described in the row above applies EXCEPT: The plan will use Sam s age (and his spouse s age) as of January 1, 2020 when calculating Sam s annuity amount. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 17

20 RETIREMENT PLAN OF CONOCO If Sam takes his benefit in a lump sum Right away Sam wants his benefit to begin on January 1, The same early retirement reduction that was calculated for an annuity above also applies to lump-sum payment. After the reduction is applied, the plan will calculate the value of the lump sum based on the plan lump-sum actuarial methodology (mortality tables and interest rates). In this plan, different actuarial methodologies apply to the benefits accrued during different periods. The plan will distribute the lump sum generally within 60 days of that date. At age 60 Sam decides to leave his benefit in the plan until age 60, which is January 1, Everything described in the row above applies EXCEPT: Sam s benefit will not be reduced since there is no reduction on or after age 60 for participants who are eligible for early retirement. For additional information, see Early retirement on page 11. On his normal retirement date In all of the scenarios above Sam decides to leave his benefit in the plan until his normal retirement date, which is January 1, Everything described in the row above applies. There is no reduction for early retirement. Please note that: Any lump sum is based on age and applicable mortality tables and interest rates in effect at the time the benefit commences. Timing of payment varies depending on when all applicable forms are received by the Benefits Center. The plan is required to withhold 20% federal income tax on lump-sum distributions. Sam can avoid this by directly rolling it over into an individual retirement account (IRA) or other tax-qualified plan. See page 20. IF YOU MADE EMPLOYEE CONTRIBUTIONS UNDER THIS PLAN In the past, employee contributions were required or allowed under this plan. If you made any such contributions: You may not withdraw them while you re still working. Special rules provide for the return of your contributions in certain circumstances after your termination or death. For more details, contact the Benefits Center. 18 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

21 Do I pay taxes? Yes. All or part of your retirement benefit is taxable. You may need to pay federal and (if applicable) state and/or local income taxes on payments from the plan, depending on how your benefit is paid. Here s how it works: If your benefit is paid as A monthly annuity A lump sum Taxes and penalties Under current law, federal, state and/or local income taxes, as applicable, may be withheld from each payment at required income tax rates. 20% federal income tax will be withheld. If you re under age 59½, a 10% early withdrawal federal tax penalty may also apply, but this amount will not be withheld. Under current law, this 10% federal tax penalty would not apply if you end employment with the company during or after the year you reach age 55.* State and local taxes and penalties may also apply. But you can avoid some or all of the withholding and tax penalties by electing a direct rollover, as described below. * The penalty is waived for permanent and total disability and for certain medical expenses. You should consult your personal financial or tax advisor for guidance. For more information, see the Special Tax Notice Regarding Plan Payments that s available from the Benefits Center. You will also receive this Notice when you apply to begin your benefit. It is strongly recommended that you talk to your tax or financial advisor before choosing the way your benefit is paid or when your benefit begins. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 19

22 RETIREMENT PLAN OF CONOCO HOW DO I ROLL OVER MY LUMP-SUM DISTRIBUTION? You can roll over your lump-sum distribution to a tax qualified retirement plan such as an IRA, the Phillips 66 Savings Plan or another employer s plan that accepts rollovers. When you elect a direct rollover: Mandatory tax withholding doesn t apply to the amount that s rolled over; and You ll postpone paying taxes on the amount rolled over until it s eventually distributed from the plan receiving the rollover. There are two ways to do a rollover: With a direct rollover With an indirect rollover You tell the Benefits Center to make part or all of your distribution payable directly to the custodian of the IRA or trustee of the other plan. No taxes are withheld on the amount of a direct rollover. You get a check for the distribution made payable to you. Taxes (federal and any applicable state/local withholding) are withheld from your distribution. You can choose to roll over part or all of the distribution into another plan. You must make this election and deposit the money within 60 days after you get the check. If you want to roll over the entire amount of your distribution, you ll need to replace any taxes withheld with money from some other source. You re responsible for following all applicable guidelines to make sure you complete the indirect rollover within the 60-day deadline. Andrew s total lump-sum distribution was $400, % was withheld, so the check he received was for $320,000. If he decides to do an indirect rollover within 60 days, he can: Just roll over the $320,000 (the $80,000 withheld will be taxed as a plan distribution); or Roll over the $320,000, plus $80,000 from his other financial resources. If he does that, he gets to postpone taxes on the entire $400,000. (The 20% withheld will be treated as federal taxes paid when he files his federal income tax return for the year.) 20 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

23 How do I name a beneficiary? Naming (or designating ) a beneficiary ensures that any death benefits from the plan are paid as you want. You may make or update your beneficiary designation on Your Benefits Resources (YBR). If you have additional questions, you may contact the Benefits Center. Several rules apply to beneficiary designations: The Benefits Center will use the last designation on file prior to commencement of the benefit. If a new beneficiary designation is received after the death benefit payment was made or has begun, the new designation is not valid and will not apply. If all of your beneficiaries die before you do, or there is no valid designation on file at your death, your beneficiary will be determined based on the following order of priority: Your surviving spouse. Your estate. The rules also vary depending on your marital status: If you re married If you re single Your spouse is your primary beneficiary for the legally-required Pre-Retirement Surviving Spouse Annuity (PRSSA) for members who die on or after June 22, You may name another or other primary beneficiary(ies) to receive any part of the lump sum remaining after your spouse has been paid the PRSSA described above. Your spouse may waive his/her right to the PRSSA. The waiver must be in writing and witnessed and certified by a notary public. In such cases your entire lump-sum benefit would be paid to the named primary beneficiary. If your spouse is your designated beneficiary and your marriage ends before your retirement benefit begins, that designation is void as of the date the marriage ends. You should update your designation if your marital status changes. You can name contingent beneficiaries who would receive a benefit if your spouse or other primary beneficiaries die before you. You can name any person or persons, including a trust or estate, as primary beneficiary(ies) and contingent beneficiary(ies). RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 21

24 RETIREMENT PLAN OF CONOCO How do I apply for my retirement benefit? To apply for your benefit, the first step is to log into Your Benefits Resources (YBR) and apply for your benefit online or contact the Benefits Center to request a retirement packet. That packet will contain the forms and information you need to make your elections. You ll need to apply online or contact the Benefits Center for the retirement packet no later than the 15th of the month prior to the month you want your benefit to begin. The properly completed and signed forms must be received by the Benefits Center within the timeframe stated in your retirement packet. Otherwise the benefit election will expire and you will need to start over. This may delay the start date of your benefit or change the interest rate you had anticipated (which can affect your final benefit amount). Remember, after employment ends You can start your retirement benefit as early as the first of the month after your 50th birthday. You must start it by your normal retirement date (the first of the month after your 65th birthday). If you don t apply for your benefit, you ll receive an estimate of your retirement benefit 60 to 90 days after your employment ends. What happens if I TAKE A LEAVE OF ABSENCE? If you take an approved leave of absence, you still participate in the plan during your leave. You ll get credited service for the time spent on leave if you return to work within the time specified. If you don t return from your leave when you re supposed to and your employment ends, you ll receive credited service for the time you were on an approved leave. See I leave the company? below. Please also see your leave papers or contact the Benefits Center for more information. I LEAVE THE COMPANY? You can apply to begin your retirement benefit as early as the first day of the month after your 50th birthday. See How do I apply for my retirement benefit? at left to see what you need to do. If you don t do anything, your benefit will be paid at your normal retirement date using the required form described on page 15, unless you elect a different option at that time. 22 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

25 I BECOME DISABLED? If you become disabled while employed, you may be eligible for an incapacity retirement under the plan. You re eligible if: You become disabled after completing 10 years of service; and You re age 40 or older when your employment ends. To apply for an incapacity retirement, you must meet one of the following requirements: You re determined to be eligible for Social Security disability benefits. You re determined to be eligible for incapacity retirement using the plan s definition of disability. The plan follows these rules when calculating your incapacity retirement benefit: We calculate your retirement benefit as a single life annuity payable at age 65 using the appropriate retirement formula (High-3, Minimum or High-10). We don t reduce your benefit for payment before your normal retirement date. The lump-sum payment option isn t available. Your benefit is calculated as of the first day of the month after your employment ends and may not be deferred. I M REHIRED? Being rehired doesn t change the retirement benefit you had earned prior to leaving the company. If, when you re rehired: You ve already started receiving monthly benefit payments, those payments will continue unchanged. If you have not yet taken your benefit, you still have the same payment options and choices you had prior to leaving the company. However, you may not commence that benefit until after your employment ends. Years of service and age accrued after rehire will be used to determine early retirement eligibility for any unpaid benefit previously earned under this plan. Upon your rehire and if you re eligible, further retirement benefits will accrue under the Cash Balance Account (Title II of the Phillips 66 Retirement Plan) rather than under this plan. That plan is described in the separate Phillips 66 Cash Balance Account SPD. Even though you may be eligible for an incapacity retirement benefit, you are not required to take it. You may also qualify for other retirement types and their related benefit forms. RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 23

26 RETIREMENT PLAN OF CONOCO I DIE BEFORE RETIREMENT PAYMENTS BEGIN? If you die before your retirement benefits begin, a lump sum survivor benefit will be paid to your spouse or other designated beneficiary. This benefit is equal to the amount you would have received had you: Remained employed until the date of your death;* Lived to the first of the month following your date of death; and Received payment immediately. * This assumes you were actively employed on that date. If you weren t, your benefit would be the benefit you had accrued through the date you left the company. The benefit depends on your marital status and whether you chose to waive the Pre-Retirement Surviving Spouse Annuity described at right. The following sections summarize the plan s death benefits. If you re single You can name any person or persons, including a trust or estate, as primary beneficiary(ies) and contingent beneficiary(ies) for your lump-sum survivor benefit. If the Benefits Center doesn t have a properly completed beneficiary designation on file for you, the lump-sum survivor benefit will be paid to your estate. If you re married The lump-sum survivor benefit includes the legallyrequired Pre-Retirement Surviving Spouse Annuity (PRSSA), which must be provided to your surviving spouse unless PRSSA has been waived and your spouse consented to the waiver. If you DON T waive PRSSA If you don t waive PRSSA and you have named another primary beneficiary in addition to or instead of your spouse: The PRSSA benefit will be paid to your spouse. The lump-sum survivor benefit will be reduced by the value of the PRSSA. The remaining benefit will be paid as a lump sum to your designated beneficiary(ies). Note: The value of the PRSSA benefit is approximately one-half of the lump-sum survivor benefit. If you DO waive PRSSA If you waive PRSSA, the lump-sum survivor benefit will be paid to your designated beneficiary. If you want someone other than your spouse to receive your entire survivor benefit, you must waive PRSSA and your spouse must consent to the waiver. To obtain a PRSSA waiver form, contact the Benefits Center. 24 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

27 More on the Pre-Retirement Surviving Spouse Annuity (PRSSA) Your spouse is legally entitled to receive a PRSSA if you die before your retirement benefits begin. The PRSSA is a lifetime annuity paid only to your spouse. Only your spouse can receive the benefit as an annuity all other beneficiaries will receive lump sums. The annuity payment will be one-half the amount that would have been payable to you had you: Terminated prior to death; Lived to the first of the next month; and Received your benefit immediately in the form of a 50% joint and survivor annuity. If you have waived PRSSA coverage and you are under age 35, your waiver will automatically expire on your 35th birthday as required by federal regulation. If you want to continue to waive the coverage, you must submit a new waiver form to the Benefits Center after your 35th birthday. Otherwise PRSSA coverage will be in effect again until you submit a new waiver form. I DIE AFTER RETIREMENT PAYMENTS HAVE BEGUN? Any survivor benefits depend on the form of benefit payment you chose at the time of retirement. If you chose a joint and survivor annuity, your joint annuitant will get the specified percentage (50%, 75% or 100%) of your retirement benefit until their death. If you chose a single life annuity, no survivor s annuity is payable. If you chose and received payment as a lump sum, no survivor benefit is payable. If you have made employee contributions to the plan and payments in any form of annuity have begun, a cash death benefit may be payable if the annuity already paid out does not exceed the value of any applicable contributions. The cash benefit ensures that the full refund value of your contributions is paid out. (This applies to a limited group of participants employed prior to Contact the Benefits Center for details.) RETIREMENT PLAN OF CONOCO PHILLIPS 66 BENEFITS FOR TOMORROW 25

28 RETIREMENT PLAN OF CONOCO How do I file a claim? If benefits are denied and you believe you have a claim against the plan, you should mail or deliver a statement in writing to the Plan Benefits Administrator (see page 34) explaining the reasons for your claim. Provide as much information about the basis for your claim as you can. The Plan Benefits Administrator will notify you of the approval or denial of your claim within: 45 days from receipt of your claim involving a determination of disability. If additional time is needed to render a decision, two additional 30-day periods may be taken, and written notice of those extensions will be provided prior to the end of the preceding period. 90 days from receipt of any other type of claim. If additional time is needed to render a decision, an additional 90-day period may be taken, and written notice of this extension will be provided prior to the end of the initial period. If your request to begin benefits (or other claim) is denied, the Plan Benefits Administrator will notify you in writing with: Specific reason(s) for the denial. References to the plan provisions that support the denial. A description of any additional materials or information that is necessary to complete the claim, and an explanation of why the material is necessary. An explanation of the plan s claims review procedures and the applicable time limits. A statement of your right to bring a civil action under ERISA section 502(a) within three years following denial of your claim on review. For a claim involving a determination of disability: If a period of time is extended due to your failure to submit information necessary for a claim decision, you ll be notified of this in writing and given at least 45 days to provide the information. In that event, the deadline for making the decision will be extended by the length of time that passes between the date you were notified that more information is needed and the date the Plan Benefits Administrator receives your response to the request for more information. 26 PHILLIPS 66 BENEFITS FOR TOMORROW RETIREMENT PLAN OF CONOCO

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