Edgar Filing: CONOCOPHILLIPS

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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ConocoPhillips

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LOGO

NOTICE OF 2010 ANNUAL STOCKHOLDERS MEETING

AND PROXY STATEMENT

March 31, 2010

Dear ConocoPhillips Stockholder:

On behalf of your board of directors and management, you are cordially invited to attend the Annual Meeting of Stockholders to be held at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas, on Wednesday, May 12, 2010, at 9:00 a.m.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote on the Internet, by telephone, or, if this proxy statement was mailed to you, by completing and mailing the enclosed traditional proxy card. Please review the instructions on the proxy card or the electronic proxy material delivery notice regarding each of these voting options. Please note that submitting a proxy using any one of these methods will not prevent you from attending the meeting and voting in person. You will find information regarding the matters to be voted on at the meeting in the proxy statement.

In addition to the formal items of business to be brought before the meeting, there will be a report on ConocoPhillips’ operations during 2009 followed by a question and answer period. Your interest in ConocoPhillips is appreciated. We look forward to seeing you on May 12^th.

Sincerely,

LOGO

J. J. Mulva

Chairman of the Board and

Chief Executive Officer

TABLE OF CONTENTS



Notice of 2010 Annual Meeting of Stockholders		1

About the Annual Meeting		2

Corporate Governance Matters and Communications with the Board		7

Board Leadership Structure		8

Board Risk Oversight		8

Code of Business Ethics and Conduct		8

Related Party Transactions		9

Nominating Processes of the Committee on Directors’ Affairs		9

Audit & Finance Committee Report		10

Proposals To Be Voted On

Election of Directors and Director Biographies (Item 1)		11

Proposal to Ratify the Appointment of Ernst & Young LLP (Item 2)		18

Stockholder Proposals (Item 3-10)		20

Executive Compensation

Role of the Human Resources and Compensation Committee		41

Human Resources and Compensation Committee Report		42

Compensation Discussion and Analysis		43

Stock Performance Graph		57

Executive Compensation Tables		58

Executive Severance and Changes in Control		77

Non-Employee Director Compensation		83

Equity Compensation Plan Information		89

Stock Ownership

Holdings of Major Stockholders		91

Securities Ownership of Officers and Directors		92

Section 16(a) Beneficial Ownership Reporting Compliance		93

Submission of Future Stockholder Proposals		93

Available Information		94

Appendix A – Financial Information		A-1

NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS

Time	9:00 a.m. (CDT) on Wednesday, May 12, 2010

Place

Omni Houston Hotel at Westside

13210 Katy Freeway

Houston, Texas 77079

Items of Business

To elect Directors (page 11);

To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for 2010 (page 18);

To consider and vote on eight stockholder proposals (pages 20 through 40); and

To transact other business properly coming before the meeting.

Who Can Vote

You can vote if you were a stockholder of record as of March 15, 2010.

Voting by Proxy

Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy:

- Over the Internet

- By telephone, or

- By mail.

Date of Mailing

This notice and the proxy statement are first being mailed to stockholders on or about March 31, 2010.

By Order of the Board of Directors

LOGO

Janet Langford Kelly

Corporate Secretary

About the Annual Meeting

Who is soliciting my vote?

The Board of Directors of ConocoPhillips is soliciting your vote at the 2010 Annual Meeting of ConocoPhillips’ stockholders.

How does the Board recommend that I vote my shares?

The Board’s recommendation can be found with the description of each item in this proxy statement. In summary, the Board recommends a vote:

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FOR the Board’s proposal to elect nominated Directors;

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FOR the Board’s proposal to ratify the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2010; and

•

AGAINST each of the stockholder proposals.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.

Who is entitled to vote?

You may vote if you were the record owner of ConocoPhillips common stock as of the close of business on March 15, 2010. Each share of common stock is entitled to one vote. As of March 15, 2010, we had 1,526,898,771 shares of common stock outstanding and entitled to vote. There is no cumulative voting.

How many votes must be present to hold the meeting?

Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our meeting, holders of a majority of our outstanding shares of common stock as of March 15, 2010, must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting.

What is a broker non-vote?

If a broker does not have discretion to vote shares held in street name on a particular proposal and does not receive instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on that proposal. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any matter properly introduced at the meeting.

How many votes are needed to approve each of the proposals?

All proposals submitted and each of the director nominees require the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

How do I vote?

You can vote either in person at the meeting or by proxy without attending the meeting.

This proxy statement, the accompanying proxy card and the Company’s 2009 Summary Annual Report to Stockholders are being made available on the Internet at www.proxyvote.com through the notice and access process to the Company’s stockholders. The year 2009 consolidated financial statements and auditors’ report, management’s discussion and analysis of financial condition and results of operations, information concerning the quarterly financial data for the past two fiscal years, and other information, are provided in Appendix A to the proxy statement.

To vote by proxy, you must do one of the following:

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Vote over the Internet (instructions are on the proxy card);

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Vote by telephone (instructions are on the proxy card); or

•

If you elected to receive a hard copy of your proxy materials, fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage-paid envelope.

If you hold your ConocoPhillips stock in a brokerage account (that is, in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voter instruction form carefully.

Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. If you plan to vote in person at the Annual Meeting and you hold your ConocoPhillips stock in street name, you must obtain a proxy from your broker and bring that proxy to the meeting.

How do I vote if I hold my stock through ConocoPhillips’ employee benefit plans?

If you hold your stock through ConocoPhillips’ employee benefit plans, you must either:

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Vote over the Internet (instructions are in the email sent to you or on the notice and access form);

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Vote by telephone (instructions are on the notice and access form); or

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If you received a hard copy of your proxy materials, fill out the enclosed voting instruction form, date and sign it, and return it in the enclosed postage-paid envelope.

You will receive a separate voting instruction form for each employee benefit plan in which you have an interest. Please pay close attention to the deadline for returning your voting instruction form to the plan trustee. The voting deadline for each plan is set forth on the voting instruction form. Please note that different plans may have different deadlines.

Can I change my vote?

Yes. You can change or revoke your vote at any time before the polls close at the Annual Meeting. You can do this by:

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Voting again by telephone or over the Internet prior to 11:59 p.m. Eastern Daylight Time on May 11, 2010;

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Signing another proxy card with a later date and returning it to us prior to the meeting;

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Sending our Corporate Secretary a written document revoking your earlier proxy; or

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Voting again at the meeting.

Who counts the votes?

We have hired Broadridge Financial Solutions, Inc., to count the votes represented by proxies cast by ballot, telephone, and the Internet. Employees of Broadridge will act as Inspectors of Election.

Will my shares be voted if I don’t provide my proxy and don’t attend the Annual Meeting?

If you do not provide a proxy or vote your shares held in your name, your shares will not be voted.

If you hold your shares in street name, your broker may be able to vote your shares for certain “routine” matters even if you do not provide the broker with voting instructions. Only the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2010 is considered to be a routine matter.

If you do not give your broker instructions on how to vote your shares the broker will return the proxy card without voting on proposals not considered “routine.” This is a broker non-vote. Votes in connection with the approval of the election of directors and the eight stockholder proposals are not considered routine matters. The broker may not vote on these matters without instructions from you.

As more fully described on your proxy card, if you hold your shares through certain of ConocoPhillips’ employee benefit plans and do not vote your shares, your shares (along with all other shares in the plan for which votes are not cast) may be voted pro rata by the trustee in accordance with the votes directed by other participants in the plan who elect to act as a fiduciary entitled to direct the trustee of the applicable plan on how to vote the shares.

How are votes counted?

For all proposals, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you “ABSTAIN,” it has the same effect as a vote “AGAINST.”

What if I return my proxy but don’t vote for some of the matters listed on my proxy card?

If you return a signed proxy card without indicating your vote, your shares will be voted “FOR” the director nominees listed on the card, “FOR” the ratification of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm, and “AGAINST” each of the stockholder proposals.

Could other matters be decided at the Annual Meeting?

We are not aware of any other matters that will be considered at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in your proxies will vote in accordance with their best judgment. Discretionary authority to vote on other matters is included in the proxy.

Who can attend the meeting?

The Annual Meeting is open to all holders of ConocoPhillips common stock. Each stockholder is permitted to bring one guest. No cameras, recording equipment, large bags, briefcases or packages will be permitted in the Annual Meeting, and security measures will be in effect to ensure the safety of attendees.

Do I need a ticket to attend the Annual Meeting?

Yes, you will need an admission ticket or proof of ownership of ConocoPhillips stock to enter the meeting. If your shares are registered in your name, you will find an admission ticket attached to the proxy card sent to you. If your shares are in the name of your broker or bank or you received your materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. All stockholders will be required to present valid picture identification. IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN CONOCOPHILLIPS STOCK, YOU MAY NOT BE ADMITTED INTO THE MEETING.

How can I access ConocoPhillips’ proxy materials and annual report electronically?

This proxy statement, the accompanying proxy card and the Company’s 2009 Summary Annual Report are being made available to the Company’s stockholders on the internet at www.proxyvote.com through the notice and access process. Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.

If you own ConocoPhillips stock in your name, you can choose this option and save us the cost of producing and mailing these documents by checking the box for electronic delivery on your proxy card, or by following the instructions provided when you vote by telephone or over the Internet. If you hold your ConocoPhillips stock through a bank, broker or other holder of record, please refer to the information provided by that entity for instructions on how to elect to view future proxy statements and annual reports over the Internet.

If you choose to view future proxy statements and annual reports over the Internet, you will receive a Notice of Internet Availability next year containing the Internet address to use to access our proxy statement and annual report. Your choice will remain in effect unless you change your election following the receipt of a Notice of Internet Availability. You do not have to elect Internet access each year. If you later change your mind and would like to receive paper copies of our proxy statements and annual reports, you can request both by phone at (800) 579-1639, by email at sendmaterial@proxyvote.com and through the internet at www.proxyvote.com. You will need your 12 digit control number located on your Notice of Internet Availability to request a package. You will also be provided with the opportunity to receive a copy of the proxy statement and annual report in future mailings.

Will my vote be kept confidential?

The Company’s Board of Directors has a policy that all stockholder proxies, ballots, and tabulations that identify stockholders are to be maintained in confidence. No such document will

be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the stockholder vote. The policy also provides that inspectors of election for stockholder votes must be independent and cannot be employees of the Company. Occasionally, stockholders provide written comments on their proxy card that may be forwarded to management.

What is the cost of this proxy solicitation?

Our Board of Directors has sent you this proxy statement. Our directors, officers and employees may solicit proxies by mail, by telephone or in person. Those persons will receive no additional compensation for any solicitation activities. We will request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common stock held of record by those entities, and we will, upon the request of those record holders, reimburse reasonable forwarding expenses. We will pay the costs of preparing, printing, assembling and mailing the proxy materials used in the solicitation of proxies. In addition, we have hired Mackenzie Partners, Inc., to assist us in soliciting proxies, which it may solicit by telephone or in person. We anticipate paying Mackenzie Partners, Inc. a fee of $15,500, plus expenses.

Why did my household receive a single set of proxy materials?

Securities and Exchange Commission (SEC) rules permit us to deliver a single copy of an annual report and proxy statement to any household not participating in electronic proxy material delivery at which two or more stockholders reside, if we believe the stockholders are members of the same family. This benefits both you and the Company, as it eliminates duplicate mailings that stockholders living at the same address receive and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus or information statements. Each stockholder will continue to receive a separate proxy card or voting instruction card. Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by phone at (800) 579-1639, through the internet at www.proxyvote.com, by email at sendmaterial@proxyvote.com, or by writing to ConocoPhillips, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer stockholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.

Corporate Governance Matters and Communications with the Board

The Committee on Directors’ Affairs and our Board annually review the Company’s governance structure to take into account changes in SEC and New York Stock Exchange (NYSE) rules, as well as current best practices. Our Corporate Governance Guidelines, posted on the Company’s Internet site under the “Governance” caption and available in print upon request (see “Available Information” on page 94), address the following matters, among others: director qualifications, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation, Board performance evaluations, director orientation and continuing education, and CEO evaluation and succession planning.

The Corporate Governance Guidelines also contain director independence standards, which are consistent with the standards set forth in the NYSE listing standards, to assist the Board in determining the independence of the Company’s directors. The Board has determined that each director, except Mr. Mulva, meets the standards regarding independence set forth in the Corporate Governance Guidelines and is free of any material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In making such determination, the Board specifically considered the fact that many of our directors are directors, retired officers and stockholders of companies with which we conduct business. In addition, some of our directors serve as employees of, or consultants to, companies which do business with ConocoPhillips and its affiliates (as further described in “Related Party Transactions” on page 9). Finally, some of our directors may purchase retail products (such as gasoline, fuel additives or lubricants) from the Company. In all cases, it was determined that the nature of the business conducted and the interest of the director by virtue of such position were immaterial both to the Company and to such director.

The Board of Directors maintains a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board of Directors by contacting our Corporate Secretary, Janet Langford Kelly, as provided below:

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Mailing Address: Corporate Secretary ConocoPhillips P.O. Box 4783 Houston, TX 77210-4783

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Phone Number: (281) 293-3075

Relevant communications are distributed to the Board or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to its duties and responsibilities be excluded, such as: business solicitations or advertisements; junk mail and mass mailings; new product suggestions; product complaints; product inquiries; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any outside director upon request.

Recognizing that director attendance at the Company’s Annual Meeting can provide the Company’s stockholders with an opportunity to communicate with Board members about issues affecting the Company, the Company actively encourages its directors to attend the Annual Meeting of Stockholders. In 2009, all of the Company’s directors attended the Annual Meeting with the exception of Mr. Duberstein.

Board Leadership Structure

The Company currently combines the offices of Chairman and Chief Executive Officer. The Board believes it is in the best interests of the Company’s shareholders to combine these offices because it places the Company’s senior most executive officer in a position to guide the Board in setting priorities for the Company and addressing the risks and challenges the Company faces. The Board believes that, while its independent directors bring a diversity of skills and perspectives to the Board, the Company’s CEO, by virtue of his day-to-day involvement in managing the Company, is in the best position to lead the Board.

The Board believes there is no single organizational model that is the best and most effective in all circumstances. As a consequence, the Board periodically considers whether the offices of Chairman and CEO should be combined and who should serve in such capacities. The Board retains the authority to separate the positions of Chairman and CEO if it deems appropriate in the future.

Our Corporate Governance Guidelines provide that non-employee directors will meet in executive session at each Board meeting. The Chairman of the Committee on Directors’ Affairs, Mr. Auchinleck, presides at these sessions and is responsible for setting the agenda for such meetings.

Board Risk Oversight

While the Company’s management is responsible for the day-to-day management of risks to the Company, the Board has broad oversight responsibility for the Company’s risk management programs. In this oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning as directed, and that necessary steps are taken to foster a culture of risk-adjusted decision-making throughout the organization. In carrying out its oversight responsibility, the Board has delegated to individual Board Committees certain elements of its oversight function. In this context, the Board recently delegated authority to the Audit and Finance Committee to facilitate coordination among the Board’s Committees with respect to oversight of the Company’s risk management programs. As part of this authority, the Audit and Finance Committee will regularly discuss the Company’s risk assessment and risk management policies to ensure that our risk management programs are functioning properly. Additionally, the Chairman of the Audit and Finance Committee will meet with the Chairs of each Board Committee each year to discuss the Board’s oversight of the Company’s risk management programs. The Board receives regular updates from its Committees on individual areas of risk, such as updates on financial risks from the Audit and Finance Committee, health, safety and environmental risks from the Public Policy Committee and compensation program risks from the Human Resources and Compensation Committee. The Board exercises its oversight function with respect to all material risks to the Company, which are identified and discussed in the Company’s public filings with the Securities and Exchange Commission.

Code of Business Ethics and Conduct

ConocoPhillips has adopted a worldwide Code of Business Ethics and Conduct for Directors and Employees designed to help directors and employees resolve ethical issues in an increasingly complex global business environment. Our Code of Business Ethics and Conduct applies to all directors and employees, including the Chief Executive Officer and the Chief Financial Officer. Our Code of Business Ethics and Conduct covers topics including, but not limited to, conflicts of interest, insider trading,

competition and fair dealing, discrimination and harassment, confidentiality, payments to government personnel, anti-boycott laws, U.S. embargos and sanctions, compliance procedures and employee complaint procedures. Our Code of Business Ethics and Conduct is posted on our Internet site under the “Governance” caption. Stockholders may also request printed copies of our Code of Business Ethics and Conduct by following the instructions located under the caption “Available Information” on page 94.

Related Party Transactions

Our Code of Business Ethics and Conduct requires that all directors and executive officers promptly bring to the attention of the General Counsel and, in the case of directors, the Chairman of the Committee on Directors’ Affairs or, in the case of executive officers, the Chairman of the Audit and Finance Committee, any transaction or relationship that arises and of which she or he becomes aware that reasonably could be expected to constitute a related party transaction. Any such transaction or relationship is reviewed by the Company’s management and the appropriate Board Committee to ensure that it does not constitute a conflict of interest and is reported appropriately. Additionally, the Committee on Directors’ Affairs conducts an annual review of related party transactions between each of our directors and the Company (and its subsidiaries) and makes recommendations to the Board regarding the continued independence of each board member. In 2009, there were no related party transactions in which the Company (or a subsidiary) was a participant and in which any director or executive officer (or their immediate family members) had a direct or indirect material interest. The Committee on Directors’ Affairs also considered relationships which, while not constituting related party transactions where a director had a direct or indirect material interest, nonetheless involved transactions between the Company and a company with which a director is affiliated, whether through employment status or by virtue of serving as director. Included in its review were ordinary course of business transactions with companies employing a director, including ordinary course of business transactions with The McGraw-Hill Companies, of which Mr. McGraw serves as Chairman, President and Chief Executive Officer and Lowe’s Companies, Inc., of which Mr. Niblock serves as Chairman of the Board and Chief Executive Officer. The Committee determined that there were no transactions impairing the independence of any director.

Nominating Processes of the Committee on Directors’ Affairs

The Committee on Directors’ Affairs (the “Committee”) comprises four non-employee directors, all of whom are independent under NYSE listing standards and our Corporate Governance Guidelines. The Committee identifies, investigates and recommends director candidates to the Board with the goal of creating balance of knowledge, experience and diversity. Generally, the Committee identifies candidates through business and organizational contacts of the directors and management. Our By-Laws permit stockholders to nominate candidates for director election at a stockholders meeting whether or not such nominee is submitted to and evaluated by the Committee on Directors’ Affairs. Shareholders who wish to submit nominees for election at an annual or special meeting of shareholders should follow the procedures described on page 93. The Committee will consider director candidates recommended by stockholders. If a stockholder wishes to recommend a candidate for nomination by the Committee, he or she should follow the same procedures set forth above for nominations to be made directly by the stockholder. In addition, the stockholder should provide such other information as it may deem relevant to the Committee’s evaluation. Candidates recommended by the Company’s stockholders are evaluated on the same basis as candidates recommended by the Company’s directors, CEO, other executive officers, third-party search firms or other sources.

Audit and Finance Committee Report

The Audit and Finance Committee (the “Audit Committee”) assists the Board in fulfilling its responsibility to provide independent, objective oversight for ConocoPhillips’ financial reporting functions and internal control systems. The Audit Committee currently comprises four non-employee directors. The Board has determined that the members of the Audit Committee satisfy the requirements of the NYSE as to independence, financial literacy and expertise. The Board has determined that at least one member, James E. Copeland, Jr., is an audit committee financial expert as defined by the SEC. The responsibilities of the Audit Committee are set forth in the written charter adopted by ConocoPhillips’ Board of Directors and last amended on December 2, 2009, and which is available on our website www.conocophillips.com under the caption “Governance.” One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s financial statements. The following report summarizes certain of the Committee’s activities in this regard for 2009.

Review with Management. The Audit Committee has reviewed and discussed with management the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2009, included therein.

Discussions with Independent Registered Public Accounting Firm. The Audit Committee has discussed with Ernst & Young LLP, independent registered public accounting firm for ConocoPhillips, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board, and has discussed with that firm its independence from ConocoPhillips.

Recommendation to the ConocoPhillips Board of Directors. Based on its review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2009.

THE CONOCOPHILLIPS AUDIT AND FINANCE COMMITTEE

James E. Copeland, Jr., Chairman

Robert A. Niblock

Harald J. Norvik

Victoria J. Tschinkel

PROPOSALS TO BE VOTED ON

Election of Directors and Director Biographies

(Item 1 on the Proxy Card)

What am I voting on?

You are voting on a proposal to re-elect each of the 14 directors to a one year term as a director of the Company.

What is the makeup of the Board of Directors and how often are the members elected?

Our Board of Directors currently has 14 members. Directors are elected at the Annual Meeting of Stockholders every year. Any director vacancies created between annual stockholder meetings (such as by a current director’s death, resignation or removal for cause or an increase in the number of directors) may be filled by a majority vote of the remaining directors then in office. Any director appointed in this manner would hold office until the next election. If a vacancy resulted from an action of our stockholders, only our stockholders are entitled to elect a successor. Each director is required to retire at the next annual stockholders’ meeting of the Company following his or her 72^nd birthday.

What if a nominee is unable or unwilling to serve?

That is not expected to occur. If it does and the Board does not elect to reduce the size of the Board, shares represented by proxies will be voted for a substitute nominated by the Board of Directors.

How are directors compensated?

Please see our discussion of director compensation beginning on page 83.

How often did the Board meet in 2009?

The Board of Directors met nine times in 2009. Each director attended at least 75 percent of the aggregate of:

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the total number of meetings of the Board (held during the period for which she or he has been a director); and

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the total number of full-committee meetings held by all committees of the board on which she or he served (during the periods that she or he served).

Do the Board committees have written charters?

Yes. The charters for our Audit and Finance Committee, Executive Committee, Human Resources and Compensation Committee, Committee on Directors’ Affairs and Public Policy Committee can be found on ConocoPhillips’ website at www.conocophillips.com under the “Governance” caption (accessed through the “Investor Relations” link). Stockholders may also request printed copies of our Board committee charters by following the instructions located under the caption “Available Information” on page 94.

What are the Committees of the Board?


Committee	Members		Principal Functions	Number of Meetings in 2009
Audit and Finance	James E. Copeland, Jr.* Robert A. Niblock Harald J. Norvik Victoria J. Tschinkel	•	Discusses with management, the independent auditors, and the internal auditors the integrity of the Company’s accounting policies, internal controls, financial statements, financial reporting practices, and select financial matters, covering the Company’s capital structure, complex financial transactions, financial risk management, retirement plans and tax planning.	15
		•	Reviews significant corporate risk exposures and steps management has taken to monitor, control and report such exposures.
		•	Monitors the qualifications, independence and performance of our independent auditors and internal auditors.
		•	Monitors our overall direction and compliance with legal and regulatory requirements and corporate governance, including our Code of Business Ethics and Conduct.
		•	Maintains open and direct lines of communication with the Board and our management, internal auditors and independent auditors.
Executive	James J. Mulva* Richard H. Auchinleck James E. Copeland, Jr. Ruth R. Harkin William E. Wade, Jr.	•	Exercises the authority of the full Board between Board meetings on all matters other than (1) those matters expressly delegated to another committee of the Board, (2) the adoption, amendment or repeal of any of our By-Laws and (3) matters which cannot be delegated to a committee under statute or our Certificate of Incorporation or By-Laws.	1
Human Resources and Compensation	William E. Wade, Jr.* Harold W. McGraw III Kathryn C. Turner	•	Oversees our executive compensation policies, plans, programs and practices.	7
Human Resources and Compensation		•	Assists the Board in discharging its responsibilities relating to the fair and competitive compensation of our executives and other key employees.
		•	Annually reviews the performance (together with the Directors’ Affairs Committee) and sets the compensation of the CEO.
Directors’ Affairs	Richard H. Auchinleck* Richard L. Armitage Harold W. McGraw III Kathryn C. Turner	•	Selects and recommends director candidates to the Board to be submitted for election at the Annual Meeting and to fill any vacancies on the Board.	7
Directors’ Affairs		•	Recommends committee assignments to the Board.
		•	Reviews and recommends to the Board compensation and benefits policies for our non-management directors.
		•	Reviews and recommends to the Board appropriate corporate governance policies and procedures for our Company.
		•	Conducts an annual assessment of the qualifications and performance of the Board.
		•	Reviews and reports to the Board annually on the performance of, and succession planning for, the CEO.
		•	Together with the Human Resources and Compensation Committee, annually reviews the performance of the CEO.
Public Policy	Ruth R. Harkin* Kenneth M. Duberstein William K. Reilly Bobby S. Shackouls	•	Advises the Board on current and emerging domestic and international public policy issues.	6
Public Policy		•	Assists the Board in the development and review of policies and budgets for charitable and political contributions.

*	Committee Chairperson

What criteria were considered by the Committee on Directors’ Affairs in selecting the nominees?

In selecting the 2010 nominees for director, the Committee on Directors’ Affairs sought candidates who possess the highest personal and professional ethics, integrity and values, and are committed to representing the long-term interests of the Company’s stockholders. In addition to reviewing a candidate’s background and accomplishments, the Committee reviewed candidates for director in the context of the current composition of the Board and the evolving needs of the Company’s businesses. The Committee also considered the number of boards on which the candidate already serves. It is the Board’s policy that at all times at least a substantial majority of its members meets the standards of independence promulgated by the NYSE and the SEC, and as set forth in the Company’s Corporate Governance Guidelines. The Committee also seeks to ensure that the Board reflects a range of talents, ages, skills, diversity, and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, leadership, and oil and gas related industries, sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. The Board seeks to maintain a diverse membership, but does not have a separate policy on diversity. The Board also requires that its members be able to dedicate the time and resources necessary to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings.

The following are some of the key qualifications and skills the Committee on Directors’ Affairs considered in evaluating the director nominees. The individual biographies below provide additional information about each nominee’s specific experiences, qualifications and skills.

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CEO experience. We believe that directors with experience as CEO of public corporations provide the Company with valuable insights. These individuals have a demonstrated record of leadership qualities and a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Through their service as top leaders at other organizations, they also have access to important sources of market intelligence, analysis and relationships that benefit the Company.

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Financial reporting experience. We believe that an understanding of finance and financial reporting processes is important for our directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company’s success. We seek to have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to be financially knowledgeable.

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Industry experience. We seek to have directors with experience as executives, directors or other leadership positions in the energy industry. These directors have valuable perspective on energy industry business cycles and other issues specific to the Company’s business.

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Government experience. We seek directors with governmental experience because the energy industry is heavily regulated and is directly affected by governmental actions and decisions. The Company recognizes the importance of working constructively with governments around the world and directors with government experience offer valuable insight in this regard.

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Global experience. As a global, integrated energy company, the Company’s future success depends, in part, on its success in growing its businesses outside the United States. Our directors with global business experience provide valued perspective on operations globally.

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Environmental experience. The perspective of directors who have experience within the environmental regulatory field is valued as we implement policies and conduct operations in order to ensure that our actions today will not only provide the energy needed to drive economic growth and social well-being, but also secure a stable and healthy environment for tomorrow.

Who are this year’s nominees?

All directors are standing for annual election this year to hold office until the 2011 Annual Meeting of Stockholders. Included below is a listing of their name, age, tenure and qualifications.


		Richard L. Armitage, 64, Director since March 2006 Mr. Armitage has served as President of Armitage International since March 2005. He is a former U.S. Deputy Secretary of State and held a wide variety of high ranking U.S. diplomatic positions from 1989 to 1993 including: Special Mediator for Water in the Middle East; Special Emissary to King Hussein of Jordan during the 1991 Gulf War; and Ambassador, directing U.S. assistance to the newly independent states of the former Soviet Union. He served as Assistant U.S. Secretary of Defense for International Security Affairs from 1983 to 1989. He serves on the boards of ManTech International Corporation and Transcu, Ltd. The Board believes his extensive experience in government roles and in foreign relations makes him well qualified to serve as a member of the Board. Skills and Qualifications: Government Experience, Global Experience

		Richard H. Auchinleck, 58, Director since August 2002 Mr. Auchinleck began his service as a director of Conoco Inc. in 2001 prior to its merger with Phillips Petroleum Company in 2002. He served as President and Chief Executive Officer of Gulf Canada Resources Limited from 1998 until its acquisition by Conoco in 2001. Prior to his service as CEO, he was Chief Operating Officer of Gulf Canada from 1997 to 1998 and Chief Executive Officer for Gulf Indonesia Resources Limited from 1997 to 1998. Mr. Auchinleck currently serves on the boards of Enbridge Commercial Trust and Telus Corporation and previously served on the board of Red Mile Entertainment Inc. from 2005 to 2008. The Board believes his experience within the energy industry and as a CEO makes him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Industry Experience, Global Experience

		James E. Copeland, Jr., 65, Director since February 2004 Mr. Copeland served as Chief Executive Officer of Deloitte & Touche and Deloitte Touche Tohmatsu from 1999 to 2003. Mr. Copeland formerly served as Senior Fellow for Corporate Governance with the U.S. Chamber of Commerce and as a Global Scholar with the Robinson School of Business at Georgia State University. Mr. Copeland is currently a member of the boards of Equifax Inc. and Time Warner Cable Inc. and previously served on the board of Coca Cola Enterprises from 2003 to 2008. The Board believes his experience within the financial accounting industry and as a CEO makes him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Financial Reporting Experience, Global Experience

		Kenneth M. Duberstein, 65, Director since August 2002 Mr. Duberstein began his service as a director of Conoco Inc. in 2000 prior to its merger with Phillips Petroleum Company in 2002. He has served since 1989 as Chairman and Chief Executive Officer of the Duberstein Group, a strategic planning and consulting company. Prior to this, Mr. Duberstein was the White House Chief of Staff from 1988 to 1989 and Deputy Chief of Staff in 1987 to President Ronald Reagan. Mr. Duberstein currently serves on the boards of The Boeing Company, Mack-Cali Realty Corporation, and The Travelers Companies, Inc. The Board believes his government and global and domestic strategic advisory experience makes him well qualified to serve as a member of the Board. Skills and Qualifications: Government Experience, Global Experience



		Ruth R. Harkin, 65, Director since August 2002 Ms. Harkin began her service as a director of Conoco Inc. in 1998 prior to its merger with Phillips Petroleum Company in 2002. Ms. Harkin served as Senior Vice President, International Affairs and Government Relations of United Technologies Corporation (UTC) and was Chair of United Technologies International, UTC’s international representation arm, from June 1997 to February 2005. She also is a former President and Chief Executive Officer of the Overseas Private Investment Corporation. Ms. Harkin currently serves on the board of AbitibiBowater Inc. She previously served on the Board of Bowater Incorporated from 2005 to 2007. She is a member of the Board of Regents of the State of Iowa. The Board believes Ms. Harkin’s experience in government affairs and foreign investments makes her well qualified to serve as a member of the Board. Skills and Qualifications: Government Experience, Global Experience

		Harold W. McGraw III, 61, Director since September 2005 Mr. McGraw currently serves as Chairman, President and Chief Executive Officer of The McGraw-Hill Companies. Prior to his service as Chairman, he served as President and Chief Executive Officer of The McGraw-Hill Companies from 1998 to 2000 and President and Chief Operating Officer of The McGraw-Hill Companies from 1993 to 1998. Mr. McGraw currently serves on the boards of The McGraw-Hill Companies and United Technologies Corporation. The Board believes his experience as a CEO and within the financial reporting industry makes him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Financial Reporting Experience, Global Experience

		James J. Mulva, 63, Director since August 2002 Mr. Mulva is the Chairman and Chief Executive Officer of ConocoPhillips, serving in such capacities since 2004 and 2002, respectively. Mr. Mulva served as President from 2002 through 2008. Mr. Mulva began his career over 35 years ago with Phillips Petroleum Company. Beginning in 1999 and continuing through its merger with Conoco Inc. in 2002, Mr. Mulva served as Chairman of the Board and Chief Executive Officer of Phillips Petroleum Company. He also served as a member of the Board of Phillips Petroleum Company beginning in 1994 and as the President and Chief Operating Officer of Phillips Petroleum Company from 1994 to June 1999. He currently serves on the board of General Electric Company. The Board believes his service as CEO at ConocoPhillips and Phillips Petroleum Company and experience within the energy industry make him well qualified to serve as Chairman and a member of the Board. Skills and Qualifications: CEO Experience, Industry Experience, Financial Reporting Experience, Global Experience

		Robert A. Niblock, 47, Director since February 2010 Mr. Niblock is Chairman and Chief Executive Officer of Lowe’s Companies, Inc., a position he has held since January 2005. He also served as Lowe’s President from 2003 to 2006, and joined its board of directors when he was named Chairman and CEO-elect in 2004. Mr. Niblock joined Lowe’s in 1993 and, during his career with the company, has served as Vice President and Treasurer, Senior Vice President, and Executive Vice President and CFO. Before joining Lowe’s, Mr. Niblock had a nine-year career with accounting firm Ernst & Young. The Board believes his experiences as a CEO and CFO and his experience within the financial accounting industry make him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Financial Reporting Experience



		Harald J. Norvik, 63, Director since July 2005 Mr. Norvik currently serves as a Strategic Advisor to Econ-Poyry. He was Chairman and a partner at Econ Management AS from 2002 to 2008. He served as Chairman, President & CEO of Statoil from 1988 to 1999. He currently serves on the boards of Telenor ASA (as Chairman) and Petroleum Geo-Services ASA. The Board believes his experience within the energy industry and as a CEO makes him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Industry Experience, Global Experience

		William K. Reilly, 70, Director since August 2002 Mr. Reilly began his service as a director of Conoco Inc. in 1998 prior to its merger with Phillips Petroleum Company in 2002. Since June 1999 he has served as President and Chief Executive Officer of Aqua International Partners, an investment group which finances water improvements in developing countries. He is also a Senior Advisor to TPG Capital. He was Administrator of the U.S. Environmental Protection Agency from 1989 to 1993. Mr. Reilly currently serves on the boards of E. I. du Pont de Nemours and Company and Royal Caribbean Cruises Ltd. The Board believes his environmental regulatory background and his government experience make him well qualified to serve as a member of the Board. Skills and Qualifications: Government Experience, Environmental Experience

		Bobby S. Shackouls, 59, Director since March 2006 Mr. Shackouls was Chairman, President and Chief Executive Officer of Burlington Resources Inc. at the time of its acquisition by ConocoPhillips in 2006. Mr. Shackouls served as Chairman of Burlington Resources Inc. beginning in 1997 and President and Chief Executive Officer beginning in 1995. Mr. Shackouls currently serves on the board of The Kroger Co. The Board believes his experience within the energy industry and his tenure as a CEO make him well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience, Industry Experience

		Victoria J. Tschinkel, 62, Director since August 2002 Ms. Tschinkel began her service as a director of Phillips Petroleum Company in 1993 prior to its merger with Conoco Inc. in 2002. Ms. Tschinkel served as Director of the Florida Nature Conservancy from 2003 to 2006 and was a Senior Environmental Consultant to Landers & Parsons, a Tallahassee, Florida law firm, from 1987 to 2002. Ms. Tschinkel was the Secretary of the Florida Department of Environmental Regulation from 1981 to 1987. She currently serves as Chairwoman of 1000 Friends of Florida. The Board believes her experience within the government and environmental fields makes her well qualified to serve as a member of the Board. Skills and Qualifications: Government Experience, Environmental Experience

		Kathryn C. Turner, 62, Director since August 2002 Ms. Turner began her service as a director of Phillips Petroleum Company in 1995 prior to its merger with Conoco Inc. in 2002. Ms. Turner is currently the Chairperson and Chief Executive Officer of Standard Technology, Inc., a management technology solutions firm she founded in 1985. She currently serves on the board of Carpenter Technology Corporation and served on the board of Schering-Plough Corporation from 2001 to 2009. The Board believes her experience within the management and information technology fields and as a CEO makes her well qualified to serve as a member of the Board. Skills and Qualifications: CEO Experience

William E. Wade, Jr., 67,

Director since March 2006

Mr. Wade served as a director of Burlington Resources Inc. from 2001 through the time of its acquisition by ConocoPhillips in 2006. Mr. Wade served as President of Atlantic Richfield Company from 1998 to 1999 and Executive Vice President of Atlantic Richfield Company from 1993 to 1998. Prior to this, he served in a series of management positions with Atlantic Richfield Company beginning in 1968. The Board believes his experience within the energy industry and as President of Atlantic Richfield makes him well qualified to serve as a member of the Board.

Skills and Qualifications: Industry Experience

What vote is required to approve this proposal?

Each nominee requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What if a director nominee does not receive a majority of votes cast?

Our By-Laws require directors to be elected by the majority of the votes cast with respect to such director (i.e., the number of votes cast “for” a director must exceed the number of votes cast “against” that director). If a nominee who is serving as a director is not elected at the annual meeting and no one else is elected in place of that director, then, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our By-Laws, the holdover director is required to tender his or her resignation to the Board. The Committee on Directors’ Affairs then considers the resignation and recommends to the Board whether to accept or reject the tendered resignation, or whether some other action should be taken. The Board of Directors would then make a decision whether to accept the resignation taking into account the recommendation of the Committee on Directors’ Affairs. The director who tenders his or her resignation will not participate in the Board’s decision. The Board is required to publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR.

Proposal to Ratify the Appointment of Ernst & Young LLP

(Item 2 on the Proxy Card)

What am I voting on?

You are voting on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2010. The Audit and Finance Committee has appointed Ernst & Young to serve as independent registered public accounting firm.

What services does the independent registered public accounting firm provide?

Audit services of Ernst & Young for fiscal year 2009 included an audit of our consolidated financial statements, an audit of the effectiveness of the Company’s internal control over financial reporting, and services related to periodic filings made with the SEC. Additionally, Ernst & Young provided certain other services as described in the response to the next question. In connection with the audit of the 2009 financial statements, we entered into an engagement agreement with Ernst & Young that sets forth the terms by which Ernst & Young will perform audit services for us. That agreement is subject to alternative dispute resolution procedures.

How much was the independent registered public accounting firm paid for 2009 and 2008?

Ernst & Young’s fees for professional services totaled $19.1 million for 2009 and $20.1 million for 2008. Ernst & Young’s fees for professional services included the following:

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Audit Services — fees for audit services, which relate to the fiscal year consolidated audit, the audit of the effectiveness of internal controls, quarterly reviews, registration statements, comfort letters, statutory and regulatory audits and accounting consultations, were $16.7 million for 2009 and $16.5 million for 2008.

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Audit-Related Services — fees for audit-related services, which consisted of audits in connection with proposed or consummated dispositions, benefit plan audits, other subsidiary audits, special reports, and accounting consultations, were $1.7 million for 2009 and $2.9 million for 2008.

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Tax Services — fees for tax services, consisting of tax compliance services and tax planning and advisory services, were $0.7 million for 2009 and $0.6 million for 2008.

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Other Services — fees for other services were negligible in 2009 and 2008.

The Audit and Finance Committee has considered whether the non-audit services provided to ConocoPhillips by Ernst & Young impaired the independence of Ernst & Young and concluded they did not.

The Audit and Finance Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by Ernst & Young to the Company. The policy (a) identifies the guiding principles that must be considered by the Audit and Finance Committee in approving services to ensure that Ernst & Young’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. Under the policy, all services to be provided by Ernst & Young must be pre-approved by the Audit and Finance Committee. The Audit and Finance Committee has delegated authority to approve permitted services to the Committee’s Chair. Such approval must be reported to the entire Committee at the next scheduled Audit and Finance Committee meeting.

Will a representative of Ernst & Young be present at the meeting?

Yes, one or more representatives of Ernst & Young will be present at the meeting. The representatives will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from the stockholders.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. If the appointment of Ernst & Young is not ratified, the Audit and Finance Committee will reconsider the appointment.

What does the Board recommend?

THE AUDIT AND FINANCE COMMITTEE RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST &

YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2010.

Stockholder Proposal:

Report on Board Risk Management Oversight

(Item 3 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by the Sisters of the Holy Name of Jesus and Mary. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

Report on Board Risk Management Oversight

Whereas, the April 15, 2009 SEC Form 10-K for ConocoPhillips indicated some of the risk factors to which our company is exposed, including, among other things:

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The rate of production from crude oil and natural gas properties generally declines as reserves are depleted… to the extent we are unsuccessful in replacing the crude oil and natural gas we produce with good prospects for future production, our business will suffer reduced cash flows and results of operations.

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If the capital and credit markets continue to experience volatility and the availability of funds remains limited, we, and third parties with whom we do business, may incur increased costs associated with issuing commercial paper and/or other debt instruments and this, in turn, could adversely affect our ability to advance our strategic plans as currently contemplated.

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Our operations are inherently dangerous and require significant and continuous oversight. The scope and nature of our operations present a variety of operational hazards and risks that must be managed through continual oversight and control….Failure to manage these risks could result in injury or loss of life, environmental damage, loss of revenues and damage to our reputation.

Oversight of risk management currently is delegated among board committees to the Audit and Finance Committee. The Committee’s charter delineates how it addresses risk management issues:

Risk Management

31. Meet periodically with management to discuss the Company’s major risk exposures and the steps taken to insure appropriate processes are in place to identify, manage, and control business risks associated with the Company’s business objectives.

32. Discuss with management, significant risk management failures, if any, including management’s response.

In the proponents’ opinion, this is a superficial treatment of risk management when compared with the more numerous details in the Audit and Finance Committee charter relating, for instance, to oversight of the auditing process. A growing number of commentators, and at least one major congressional proposal, have suggested that the important task of risk management may in many companies merit delegation to a separate board of directors committee to ensure adequate attention.

Therefore, be it resolved:

Shareholders request that the Board of Directors issue a report by October 15, 2010 regarding risk management oversight, at reasonable expense and excluding proprietary information, providing additional details, beyond what has been provided in the annual report, proxy statement and committee charters, regarding how the board of directors oversees risk management, and whether risk management oversight should be delegated to a separate board committee.

Supporting Statement

Proponents urge that such report review how the board is overseeing the management of risks to the company’s finances and operations, including market and reputation risks and environmental hazards. This should include, for example, discussion of oversight of pollution and climate risk, and risks associated with changing markets and supplies for energy resources. It should describe how the board is ensuring that management is taking sufficient action to reduce unnecessary risks and to mitigate risks such as through insurance coverage.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Board has considered this proposal and believes that adoption of this resolution is unnecessary and would not be in the best interests of ConocoPhillips or its stockholders. The Board is satisfied that it has all necessary procedures in place to fulfill its role in the oversight of the risk management programs of the Company. The Company’s management is responsible for the day-to-day management of risks to the Company, with the Board having broad oversight responsibility for the Company’s risk management programs. In this oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning as directed, and that necessary steps are taken to foster a culture of risk-adjusted decision-making throughout the organization. In carrying out its oversight responsibility, the Board has delegated to individual Board Committees certain elements of its oversight function. The Audit and Finance Committee facilitates coordination among the Board’s Committees with respect to oversight of the Company’s risk management programs. The Audit and Finance Committee regularly discusses the Company’s risk assessment and risk management policies to ensure that our risk management programs are functioning properly. Additionally, the Chairman of the Audit and Finance Committee meets with the Chairs of each Board Committee each year to discuss the Board’s oversight of the Company’s risk management programs. The Board exercises its oversight function with respect to all material risks to the Company, which are identified and discussed in the Company’s public filings with the Securities and Exchange Commission. The Board sees no need for an additional report on its oversight of risk management, believes the expenditures of Company resources would be disproportionate to any benefit from such report, and, therefore, recommends that you vote AGAINST this proposal.

Stockholder Proposal:

Greenhouse Gas Reduction

(Item 4 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by The Board of Pensions of the Presbyterian Church (USA). We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

2010 Resolution to ConocoPhillips on Greenhouse Gas Reduction Goals

Whereas: The American Geophysical Union, the world’s largest organization of earth, ocean and climate scientists, states that it is now “virtually certain” that global warming is caused by emissions of greenhouse gases (GHG) and that the warming will continue.

The International Energy Agency warned in its 2007 World Energy Outlook that “urgent action is needed if greenhouse gas concentrations are to be stabilized at a level that would prevent dangerous interference with the climate system.

The Kyoto Protocol obliges Annex I signatories (industrialized countries) to reduce national GHG emissions below 1990 levels by 2012. However, the Kyoto reduction targets may be inadequate to avert the most serious impacts of global warming. United Kingdom Prime Minister Gordon Brown says the EU should aim to reduce its carbon dioxide emissions by 30% below 1990 levels by 2020, and by at least 60% by 2050.

Since Kyoto was adopted, the urgent need for action to prevent the most damaging effects of climate change has become increasingly clear. Current negotiations on a successor agreement to Kyoto are focused on deeper reductions of emissions.

The 2006 Stern Review on the Economics of Climate Change, led by the former chief economist at the World Bank, “…estimates that if we don’t act, the overall (worldwide) costs and risks of climate change will be equivalent to losing at least 5% of global GDP each year, now and forever.” In contrast, the costs of action would be about 1% of global GDP each year. While some may criticize this scenario, Nobel Prize economists have applauded this work, urging immediate responses.

ConocoPhillips spent $80 million in 2006 to develop technology for alternative and unconventional energy sources, and planned to increase such spending to $150 million in 2007. However, the company emitted 64.3 million metric tons of CO2 equivalent GHG emissions in 2008, up from 2007 by 1.4%.

Failure to reduce operational emissions, or to offer lower-carbon products may necessitate the purchase of expensive carbon credits even as competitors are generating new revenue through the sale of excess credits.

Resolved: shareholders request that the Board of Directors adopt quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the Company’s products

and operations; and that the Company report (omitting proprietary information and prepared at reasonable cost) to shareholders by September 30, 2010, on its plan to achieve these goals.

Supporting Statement

For several years, ConocoPhillips has acknowledged the importance of addressing global climate change, and the need to develop GHG targets for its operations, a process the company says is underway. However, no targets for reductions have been established after all this time. We believe setting targets is an important step in the development of a comprehensive long term strategy to significantly reduce GHG emissions from operations and products.

Last year, this resolution was supported by 27.43 percent of the shares for or against. We urge you to vote in favor to help move our company forward.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

ConocoPhillips has demonstrated significant commitment to addressing the challenges and issues of climate change through active participation in, and funding of, internal and external programs to understand and reduce greenhouse gas emissions, and to develop sound government policy for their regulation. In support of our commitment, the Company is implementing an action plan that includes measures to reduce emissions from Company assets. As part of this corporate-wide plan, ConocoPhillips is developing internal emission reduction-related actions and milestones for our operations as well as technology options and commercial plans. In addition, the Company is integrating an understanding of emissions impacts into long-range business planning and capital project evaluations. The Company also evaluates when it is in the Company’s best interest to purchase emissions credits, when it makes economic sense to implement mitigation projects, and when a mixture of both is most appropriate. Further, the Company will continue to report progress on its plans and will regularly report emissions data for our operations.

The Company is working to understand and address the environmental, technological and economic impact of greenhouse gases and other emissions in its operations. ConocoPhillips is improving the energy efficiency of its refineries and investigating the potential use of carbon capture and storage technology as a means to reduce emissions. In December 2007, ConocoPhillips joined the World Bank’s Global Gas Flaring Reduction partnership (GGFR). By joining GGFR, ConocoPhillips has committed to reduce natural gas flaring and to make efforts to minimize flaring practices by finding alternative uses for the natural gas associated with oil production. And in 2006, ConocoPhillips reinforced its commitment to reduce methane emissions through participation in the U.S. Environmental Protection Agency’s Natural Gas STAR program.

In addition to taking actions to reduce our emissions, we also intend to play a constructive role in public policy dialogue to devise practical, equitable and cost-effective approaches to stabilize the concentration of GHG in the atmosphere. It is our view that mandatory national legislative frameworks which link to international ones are most likely to achieve meaningful global GHG reductions.

Because these on-going efforts are moving the Company forward to address climate change, the Board does not believe it is in the best interests of the Company, and it would not be an efficient use of Company resources, to establish at this time quantitative goals for reducing total greenhouse gas emissions from the Company’s products and operations and issue a report by September 30, 2010, regarding its plans to achieve these goals. The proposed report would not add value to the Company’s efforts in this area; therefore the Board recommends you vote AGAINST this proposal.

Stockholder Proposal:

Oil Sands Drilling

(Item 5 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by the California State Teachers’ Retirement System Investments (CalSTRS). We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

WHEREAS

ConocoPhillips has extensive interests in oil sands operations in the Canadian boreal forest region. Our company is the operating partner of the Surmont oil sands venture and is a partner in the FCCL Oil Sands Partnership, in addition to having interests in other properties.

Oil sands extraction presents a unique set of challenges due to its resource intensive and environmentally damaging nature. Oil sands mining requires heavy water use, land disturbance, toxic waste storage, and emission of air pollutants. These environmental impacts, along with their implications for local populations and wildlife, can introduce legal, regulatory and reputational problems to oil sands companies. In addition, volatile oil prices and changing oil demand during the lifetime of these projects can impact both their costs and associated income.

Industrial logging and oil sands have reduced the boreal to less than 40% of its original size; the remaining forest is fragmented, with harmful impacts on many species. According to the Canadian Parks and Wildness Association, it will take over 300 years before reclaimed areas become functioning forest again.

Oil sands companies have not proven that full reclamation of toxic tailing ponds is possible. The long-term persistence of these ponds, which have been shown to leak toxic pollutants into local water sources, presents additional challenges to companies.

Extracting one barrel of bitumen requires 2-5 barrels of fresh water.

An average barrel’s extraction requires enough natural gas to heat a Canadian home for 1.5-5.5 days, and the removal of four tons of earth. While processed sand must be replaced and the site reclaimed, in 40+ years of oil sands operations, not a single acre has received a reclamation certificate from the Canadian government.

Oil sands have made Alberta the largest emitter of industrial pollutants in Canada.

Litigation from First Nations presents possible problems to both oil sands and pipeline companies, which may face increased costs and restrictions on development. Even after a project has been approved, it can be subject to lawsuits challenging its development.

Oil sands extraction projects are long-term, capital-intensive developments with multi-decade payback horizons. Compliance with local, regional and national regulations may not be enough to protect our company from adverse consequences.

RESOLVED

Shareholders request that an independent committee of the Board prepare a report (at reasonable cost and omitting proprietary information) on the environmental damage that would result from the company’s expanding oil sands operations in the Canadian boreal forest. The report should consider the implications of a policy of discontinuing these expansions and should be available to investors by November 2010.

SUPPORTING STATEMENT

The requested report should discuss the intense environmental and social impacts of oils sands operations that occur despite best efforts at mitigation, including the environmental impact on water resources and biodiversity, and the social impact on Albertans, including indigenous populations.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

ConocoPhillips has publicly committed to set a high standard in environmental protection, and it regularly reports on its performance in such publications as the ConocoPhillips Sustainable Development Report. The Company believes that development of the oil sands and the conversion of the crude oil produced from oil sands to fuel can be conducted in an environmentally sustainable manner. The perceived choice between economic development and safeguarding the environment is a false one. The Board believes that the report requested by CalSTRS is unnecessary and not an efficient use of Company resources because it will not provide more, or better, information than the Company will be providing or obtaining through the regulatory process and its own internal protection protocols.

The oil sands are an area of potentially significant future growth for ConocoPhillips and the success of our oil sands investments is important to our shareholders. The Company’s goal is to be a successful, long-term contributor to the Canadian economy and the communities in which we operate. We believe we can find a balance that accomplishes our goals of delivering the energy our society needs while concurrently minimizing the environmental impact associated with such development.

ConocoPhillips’ oil sands development portfolio is primarily focused on steam assisted gravity drainage (SAGD). This in-situ extraction method occurs within the reservoir deep underground and requires only a limited surface footprint for the plant site and well pads. It does not require the accumulation of tailings, diversion of rivers, or withdrawals from or discharges to rivers or lakes.

Surmont’s SAGD operation currently recycles 90% of the water used in the process, and has a projected water intensity of less than half a barrel of water per barrel of bitumen production. The water used for the Surmont project comes from deep non-potable, or saline, aquifers. Detailed groundwater aquifer mapping and monitoring will continue during the life of operations to ensure sustainability.

Syncrude Canada employs significant efforts to ensure the efficient use of resources, responsible extraction of bitumen and careful reclamation of the land affected by its operations. Syncrude Canada leads the industry with about 22% of its land, over 4,600 hectares, now reclaimed. Likewise, Syncrude Canada manages air emissions in order to minimize any operational impact on the environment, operating in strict compliance with regulatory requirements. We and our partners continue to work in concert with communities, Aboriginal neighbors and other key stakeholders in our reclamation plans and activities.

ConocoPhillips was an early adopter of low-impact seismic practices that substantially reduce the amount of forest clearing required, and thus accelerate reforestation. Exploration wells drilled are abandoned and reclaimed promptly, with reclamation certificates generally received within 3 to 5 years. Other examples of reducing footprint include environmental constraint mapping to place facilities away from sensitive eco-sites such as wetlands, and integrated landscape planning with other companies to use common roads and thereby reduce forest clearing, access, and ecosystem fragmentation. Ongoing research supported by ConocoPhillips to improve construction and reclamation practices will further reduce the size of the environmental footprint required, and facilitate later recovery of the land. In total, oil sands development by the industry is currently expected to impact less than 0.1% of the boreal forest located in Canada.

ConocoPhillips was a founding member of the Cumulative Environmental Management Association (CEMA), a multi-stakeholder organization established in Fort McMurray in 2000 with members representing various levels of government, industry regulatory bodies, non-government environmental groups, Aboriginal groups, and the local health authority. CEMA’s mandate is to make recommendations on how to best manage cumulative impacts from industrial activity on the land, water and air in the region. This includes the development and application of environmental management tools, regional environmental guidelines, objectives and thresholds. ConocoPhillips remains committed to exceeding the minimum requirements of reclamation of lands affected by its operations through initiatives like the “Faster Forest” program, which goes beyond the current reclamation standards by proactively planting trees in affected areas.

ConocoPhillips believes that our investments in people and technology will help us increase the production of oil sands while reducing the impacts on a per barrel basis. To enable ongoing improvement, ConocoPhillips and its partners are funding research and studies on heavy oil technology, including technology to reduce greenhouse gas emissions, water use and land disturbance. It is anticipated that this funding will continue over the next 5 years and total approximately $300 million when completed.

ConocoPhillips operates in sensitive areas only where the respective governmental entities have legally authorized such operations and where the Company is confident it can comply with all regulatory requirements. The Company is confident that it can simultaneously protect the environment and develop oil and gas reserves in areas like the Canadian oil sands region, just as it has in other environmentally sensitive locations.

The Board believes developing a special report by an independent committee of the Board on the environmental damage that would result from the Company’s oil sands operations in the Canadian boreal forest is unnecessary, duplicative and would add no value; therefore, the Board recommends that you vote AGAINST this Proposal.

Stockholder Proposal:

Louisiana Wetlands

(Item 6 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by The Domestic and Foreign Missionary Society of the Episcopal Church. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

WHEREAS, it is irrefutable that oil and gas-related activities have had a major impact on Louisiana’s fragile coastal environment and are directly linked to wetland loss in coastal Louisiana. Studies have empirically demonstrated that the direct and indirect effects of oil and gas exploration, recovery and processing are together responsible for 40 to 60 percent of documented wetland loss;¹

Oil and gas-related activities, as well as the 10,000 miles of canals dredged throughout the coastal zone of Louisiana, have resulted in the disruption of the natural hydrologic regime of the Mississippi delta, in enhanced subsidence, in deterioration of vegetation habitats, in increases in turbidity and in decreases in the nursery grounds for estuarine consumers (i.e. fish and shrimp). ²

In Louisiana alone, 1.3 million acres of coastal wetlands has been lost since the 1930s; it is estimated that every 38 minutes a wetlands area the size of a football field is lost.³ If nothing is done to prevent the rapid loss of wetlands and restore Louisiana’s coast, another 500-700 acres will be lost over the next 50 years;⁴

The loss of wetlands combined with the resulting hydrologic isolation of the remaining local marshes has robbed the two million residents of coastal Louisiana of the vital storm protection provided by wetlands. As a result, Louisiana cities, like New Orleans, are now almost completely exposed to the Gulf of Mexico. Consequently, minor storms that had relatively little effect 20 to 30 years ago now cause serious flooding and storm-related damage due to the continuous encroachment of the Gulf of Mexico and the loss of the storm protection afforded by wetlands.⁵

The cost of a wetlands restoration plan for Louisiana is estimated to be at least $50 billion and will take over three decades to complete.⁶

¹ Ko, Jae-Young, Impacts of Oil and Gas Activities on Coastal Wetlands Loss in the Mississippi Delta, Harter Research Institute available at www.harteresearchinstitute.org/ebook/ch33-oil-gas-impacts-on-coastal-wetland-loss.pdf (last visited Sept. 16, 2009). See also Penland, Shea, et al., Process Classification of Coastal Land Loss Between 1932 and 1990 in the Mississippi River Delta Plain, Southeastern Louisiana (1990). U.S. Dept. of the Interior, U.S. Geological Survey, Open File Report 00-418.

² Id.

³ Shell Oil, Protecting Louisiana’s Coastal Wetlands, available at www.shell.us/home/content/usa/responsible_energy/respecting_the_environment/sustainable_development/americaswetlands_13082007.html (last visited Oct. 1, 2009).

⁴ Id. See also USGS, 100+Years of Land Change for Southeast Coastal Louisiana available at http://www.coast2050.gov/images/landloss8XII.pdf (last visited Oct. 10, 2009). See also

⁵ Turner, R. E. 1997. Wetland Loss in the Northern Gulf of Mexico: Multiple Working Hypotheses. Estuaries, Vol. 20, No. 1:1-13. See also Gulf Restoration Network, Wetland Loss available at http://healthygulf.org/wetlandimportance/wetland-loss.html (last visited Oct. 1, 2009).

⁶ U.S. Gov’t Accountability Office, Report to Congressional Addressees, Lessons Learned from Past Efforts in Louisiana Could Help Guide Future Restoration and Protection, Dec. 2007 available at http://www.gao.gov/new.items/d08130.pdf (last visited Sept. 16, 2009).

From 1981 to present, ConocoPhillips has obtained 197 coastal use permits for oil and gas exploration in coastal Louisiana and has dredged 3,309,128.6 cubic yards.⁷ Of the land dredged, reports from the Louisiana Department of Natural Resources have documented that 813.94 acres of wetlands have been destroyed as a result of oil and gas related activities.⁸

We believe that ConocoPhillips, which represents itself as a socially and environmentally responsible company concerned about Louisiana’s coastal wetlands crisis, has an obligation to adopt policies that will prevent future damage to wetland and that will assist in the amelioration of past harm.

RESOLVED, that the shareholders request that the board of directors of ConocoPhillips adopt environmental policies to address the environmental hazards of its oil and gas-related activities in coastal Louisiana by devising and implementing business practices that will prevent future harms to coastal Louisiana and by aiding in the restoration of wetlands lost through past actions of ConocoPhillips.

⁷ Louisiana Department of Natural Resources, Coastal Use Permit Tracking System, available at http://sonris.com/direct.asp?server=sonris-www&path=sonris/cmdPermit.jsp?sid=PROD (last visited Oct. 1, 2009).

⁸ Id.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

ConocoPhillips conducts exploration and production activities along the southeast Louisiana coast and currently operates eight fields in this area, a small percentage of industry activity in the region. Some of these lands and associated minerals are owned by ConocoPhillips while others are owned by the State of Louisiana and other third parties. In total ConocoPhillips owns approximately 600,000 acres in coastal Louisiana, most of which came into ConocoPhillips ownership as part of the Burlington Resources acquisition in 2006.

ConocoPhillips adheres to all regulations governing these properties and has appropriate internal policies and practices in place to address the environmental impacts of its activities. In addition the Company supports other programs designed to minimize damage to wetlands and to encourage restoration.

Specifically, ConocoPhillips’ operations are subject to a number of local, state and federal programs and regulatory bodies such as the Louisiana Coastal Resources Program, Louisiana Department of Wildlife and Fisheries and the U.S. Army Corps of Engineers. These regulatory bodies work closely together to protect, develop and, where feasible, restore the state’s coastal zone. Any activity that will disturb the seabed or marshland, including installation and maintenance of equipment, requires permitting. These permits require assessments that include, among other things, consideration for existing commercial uses of the lands as well as other stakeholder impacts.

In addition to compliance with regulations and agency involvement, ConocoPhillips has positions, policies and procedures that outline internal expectations for sustainable development

across all operations including those in coastal Louisiana. ConocoPhillips has committed to making progress on nine different elements of sustainable development, which include minimizing environmental impact and positively impacting the communities where it operates. In addition, the Company’s operations adhere to Company position statements on biodiversity and water sustainability. ConocoPhillips reports on sustainable development progress biannually.

In coastal Louisiana, ConocoPhillips regularly provides access to its lands at no cost and works closely with the government agency or group operating projects beyond the Company’s activities. As of year-end 2009, there were over 60 completed or ongoing third-party projects on our lands to preserve and restore natural resources.

ConocoPhillips also supports restoration and education about wetlands through corporate contribution programs. ConocoPhillips launched the SPIRIT of Conservation program in 2005 to protect threatened migratory birds and their habitats worldwide, especially in regions where the Company operates. Conservation initiatives within this program include replanting migratory bird habitat in Louisiana and along the hurricane-damaged Gulf Coast. The program builds on ConocoPhillips’ 15-year partnership with the National Fish and Wildlife Foundation, which has funded more than 50 projects with a total value in excess of $6 million.

In 2009, ConocoPhillips was awarded two Gulf Guardian Awards from the EPA Gulf of Mexico Program for education about Louisiana wetlands. The Company hosted teacher workshops and tours across the Gulf Coast region to promote awareness of biodiversity and the importance of wetlands to the region. Additionally, through the Company’s partnership with the Barataria-Terrebonne National Estuary Program, birders across the country are educated about the Louisiana’s wetlands and their importance to migratory birds.

Based on the fact that ConocoPhillips has environmental policies to address the environmental impact of its activities in coastal Louisiana and is involved in a number of conservation and restoration programs in the region, the Company believes it has already satisfied the intent of this stockholder proposal. The Board therefore recommends voting AGAINST adoption of the proposal.

Stockholder Proposal:

Financial Risks of Climate Change

(Item 7 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by the Needmor Fund. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

CONOCOPHILLIPS: REPORT TO SHAREOWNERS ON

FINANCIAL RISKS RESULTING FROM CLIMATE CHANGE

AND ITS IMPACT ON SHAREOWNER VALUE

Whereas:

There is a general consensus among climate scientists that, without significant intervention, climate change will result in dramatic weather events, rising sea levels, drought in some areas and significant impacts on human and ecosystem health. The Pentagon also believes that climate change will have significant national security implications.

Climate change will therefore have profound negative effects on global economies, confronting business leaders with major challenges.

Scientific, business, and political leaders globally have identified the risks of climate change for the natural environment and the global economy and are calling for urgent action.

In response, numerous companies are proactively reducing their carbon footprints. ConocoPhillips is advertising on its website and in public ads the many creative steps the company is taking to reduce greenhouse gases contributing to climate change. Proponents commend our company for this leadership.

Others, including ConocoPhillips, are lobbying actively for specific, legislative changes to shape future laws and regulations.

Many investors, including members of the Investor Network on Climate Risk, representing approximately $7 trillion of assets under management, are urging companies to provide full disclosure of climate risk and urging the Securities and Exchange Commission to mandate such disclosure.

Many companies are conducting internal assessments of the business risks and opportunities posed by climate change and some, such as AES, Dow Chemical, DuPont, Exelon, Ford, Intel, PG&E, and Xcel are adding sections in their 10K Reports on present and future risks.

We are concerned about ways in which climate change and related government policies can adversely affect our investment in ConocoPhillips.

Hence, we believe it is important for ConocoPhillips to carefully study the impacts, risks and opportunities posed by climate change for our company and its future operations to enable management to respond effectively to protect shareowner value. The results of the study would be reported to shareowners.

Resolved: Investors request ConocoPhillips Board of Directors to prepare a report to shareowners on the financial risks resulting from climate change and its impacts on shareowner value over time, as well as actions the Board deems necessary to provide long-term protection of our business interests and shareowner value. The Board shall decide the parameters of the study and summary report.

A summary report will be made available to investors by September 15, 2010. Cost of preparation will be kept within reasonable limits and proprietary information omitted.

Supporting Statement:

We suggest management consider the following issues in their risk analysis.

Emissions management;

Physical risks of climate change on our business and operations, e.g. the impact of rising sea levels on drilling operations and refineries, including the supply chain;

U.S. and global regulatory risks of legislative proposals for carbon taxes and cap and trade;

“Material risk” with respect to climate change;

Positive business opportunities;

Reputation, brand and legal risk.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

In accordance with the rules and regulations of the Securities and Exchange Commission, the Company discloses in its periodic reports filed with the Securities and Exchange Commission all material risks management believes are facing the Company as well as all known trends that are reasonably likely to affect our Company’s earnings. The Board, the Audit and Finance Committee and the Company’s management each review such filings and believe that such disclosures describe all material risks to the Company associated with climate change at this time. These filings are updated on a regular basis to ensure they reflect our current assessment of the risks associated with climate change and related legislative and regulatory actions.

In addition, the Company’s views, actions, and progress on climate change are widely available, for example, in speeches by Company executives, in the Sustainable Development Report, as most recently updated and available on the Company’s website, and through our participation in disclosure initiatives, such as the Carbon Disclosure Project. As outlined in the Sustainable Development Report, the Company is implementing the first phase of a Climate Change Action Plan. Key elements of this plan include: equipping for a low-emission world, reducing emissions, pursuing new business opportunities, leveraging carbon trading and technology innovation, and engaging external stakeholders. The Company is also integrating an understanding of emissions impacts into long-range business planning and capital project evaluations. At this time, the Company believes this Plan is the best way to address the issues related to climate change in a well thought-out, orderly and timely manner, consistent with its sustainable development commitments.

The Company is committed to fully disclosing, and addressing the concerns of its stockholders relating to, the potential impact of climate change, and related regulations, on the Company’s business operations and financial results. Based on the foregoing factors, the Board does not believe that engaging in the requested study will provide any meaningful benefits to its stockholders and recommends a vote AGAINST this proposal.

Stockholder Proposal:

Toxic Pollution Report

(Item 8 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by the Northwest Women Religious Investment Trust. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

ConocoPhillips – 2010

Reduce Toxic Pollution

Whereas:

ConocoPhillips, the nation’s second largest oil refiner, owns 12 refineries operating in 9 states. Despite its commitment to protecting the environment in order to “secure a stable and healthy environment for tomorrow,” our company is responsible for emitting over 6.56 million pounds of toxic chemicals into the air. It ranks 13^th on the 2008 Toxic 100 list of worst U.S. corporate air polluters.

(http://www.peri.umass.edu/Toxic-100-Table.265.0.html)

The 2008 Toxic 100 list is based on 2005 data on chemical releases reported by companies to the U.S. Environmental Protection Agency’s Toxic Release Inventory (TRI), and weighted for toxicity and other factors according to EPA’s Risk Screening Environmental Indicators. Valero, the largest U.S. oil refiner, ranks 16^th among the Toxic 100, BP ranks 29^th, and Chevron is not among the Toxic 100. Of all its U.S. refinery competitors, only ExxonMobil has a worse toxic score than ConocoPhillips, ranking 9^th on the list.

Five ConocoPhillips refineries accounted for over 60% of our company’s toxic air score: Roxana, IL (34.5%); West Lake, LA (14%); Trainer, PA (9.85%); Belle Chasse, LA (9.19%) and Linden, NJ (7.25%).

(http://data.rtknet.orgtox100/index.php?search=yes&database=t1&detail=1&datype=T&reptype=a& company2=57 54&company1=&parent=&chemfac=fac&advbasic=bas)

Our company, however, has announced no goals or programs to reduce the toxic air emissions from these five facilities, or the short- and long-term risks they pose to community residents, workers and shareowners.

In January 2005, ConocoPhillips settled proceedings brought by EPA for violations of the Federal Clean Air Act (CAA) at its refineries. The 2005 settlement, the largest from the 13 refiners pursued by EPA, followed a 2001 settlement of CAA enforcement proceedings against our company. ConocoPhillips is now implementing two separate consent decrees, obligating it to spend over $600 million on pollution control technologies.

Although, on its website, ConocoPhillips discloses company-wide emissions data for CAA pollutants, it does not publish data on releases of many other toxic chemicals that are not currently

covered by the CAA but that are reportable to the TRI. Unfortunately, complete TRI data sets are made public two years after they are reported by companies, reducing their utility for investor risk analysis.

Since 2005, concerns persist about pollution control at ConocoPhillips’ refineries. In 2008, five states sought over $1.5 million in fines and penalties for air pollution violations at ConocoPhillips’ refineries. Our company’s plan to “increase its processing capabilities for handling lower quality crudes” from Canadian tar sands was dealt a blow last June when EPA refused permission to expand the Roxana, IL, refinery because air pollution from the refinery’s flares was not sufficiently controlled. (http://www.ensnewswire.com/ens/jun2008/2008-06-10-091.asp)

Resolved:

The shareholders request the board to adopt stringent goals to reduce significantly the emission of TRI chemicals from our Company’s refineries and to report annually by September 15^th (i) its progress in implementing these goals as well as (ii) a comprehensive description of the quantities of toxic chemicals reportable under the TRI that were emitted at those facilities during the prior calendar year.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

ConocoPhillips is committed to reporting on our environmental and social performance. In our sustainability reporting, we annually provide the key environmental metrics recommended by industry reporting guidance, both on a company-wide basis and by sector and region. We also comply with all regulatory reporting requirements, including reporting to the Toxic Release Inventory. We take seriously our responsibility to provide accurate and timely reporting of environmental data and invest resources accordingly. We therefore minimize the channels for our reporting in order to maximize reporting efficiency and quality of the data.

Numerous community engagement activities, including the use of Community Advisory Councils and Citizen Advisory Panels, help ensure accountability and are an additional forum for local stakeholders to discuss environmental performance directly with the refineries. All of the Company’s twelve U.S. refineries, and the Humber refinery in the United Kingdom, have established community panels. In our U.S. refineries, we continue to significantly reduce air emissions. By the end of 2010, we will have installed nine wet gas scrubbers on our fluidized catalytic cracking units, resulting in a substantial reduction in sulfur dioxide emissions and particulates. By year-end 2014, we will have completed 85 NOx reduction projects on a variety of refinery equipment. Our refineries have undertaken a benzene emission reduction effort through installation of control technologies and asset integrity projects.

We continue working diligently to meet and exceed the requirements of an agreement signed with the U.S. Environmental Protection Agency (EPA) in January 2005 to reduce air emissions at nine of our 12 U.S. refineries. The other three refineries reached a similar settlement in 2001.

ConocoPhillips agreed to invest $525 million to install control technologies to reduce emissions from these refineries. However, our clean air initiatives will go beyond the agreement with the EPA, and by 2011 we expect to have invested more than $1 billion in projects to reduce air emissions.

Based on the fact that ConocoPhillips has publicly issued a comprehensive report on its sustainable development objectives and its performance metrics, and that it will continue to make its sustainability reports publicly available as part of its commitment to be transparent and accountable, the Company believes it has already satisfied the intent of this stockholder proposal. The Board therefore recommends AGAINST adoption of the proposal because it would result in unnecessary expense and duplicative reporting.

Stockholder Proposal:

Gender Expression Non-Discrimination

(Item 9 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by the Unitarian Universalist Association of Congregations. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

GENDER IDENTITY NON-DISCRIMINATION POLICY

Whereas: ConocoPhillips Company does not explicitly prohibit discrimination based on gender identity or expression in its written employment policy, yet ConocoPhillips’ policy already does explicitly prohibit discrimination based on sexual orientation;

Over 30% of the Fortune 500 companies have adopted written nondiscrimination policies prohibiting harassment and discrimination on the basis of gender identity as well as 400 leading private sector companies and eighty-five U.S. colleges and universities, according to the Human Rights Campaign;

Ninety three City and County Governments and twelve States have passed clear gender identity and expression legislative protections including California, Colorado, the District of Columbia, Hawaii, Illinois, Maine, Minnesota, New Mexico, Pennsylvania, Rhode Island, Vermont and Washington;

Over 350 U.S. based human rights organizations and every U.S. State civil rights advocacy group has endorsed national legislation explicitly prohibiting discrimination based on sexual orientation as well as gender identity.

Our company has operations in, and makes sales to institutions in States and Cities that currently prohibit discrimination on the basis of sexual orientation and gender identity;

We believe that corporations that prohibit discrimination both on the basis of sexual orientation and gender identity have a competitive advantage in recruiting and retaining employees from the widest talent pool.

Resolved: The Shareholders request that ConocoPhillips Company, amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and gender identity or expression and to substantially implement the policy.

Supporting Statement: Employment discrimination on the basis of sexual orientation and gender identity diminishes employee morale and productivity. Because state and local laws are inconsistent with respect to such employment discrimination, our company would benefit from a consistent, corporate-wide policy to enhance efforts to prevent discrimination, resolve complaints internally, and ensure a respectful and supportive atmosphere for all employees. Wal-Mart will enhance its competitive edge by joining the growing ranks of companies guaranteeing equal opportunity for all employees.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Company is an equal opportunity employer and fully committed to complying with all applicable equal employment opportunity laws. The Board believes that the Company’s current policies and practices fully achieve the objectives of this proposal. It is not practical or even possible to list all categories on which to prohibit discrimination. The Board believes that such an effort would only divert attention from the overall goal of a truly non-discriminatory workplace. The Company’s equal employment policy prohibits discrimination on the basis of race, sex, marital status, ancestry, physical or mental disability, veteran status, sexual orientation or any other basis prohibited by applicable law. This policy applies to all areas of employment, including, but not limited to, hiring and recruitment, training, promotion, transfer, demotion, counseling and discipline, employee benefits and compensation and termination of employment. The Company recognizes the value of a truly diverse workforce and is dedicated to ensuring that diversity brings its employees, customers, vendors and communities to their full potential. The Board of Directors recommends a vote AGAINST this proposal.

Stockholder Proposal:

Political Contributions

(Item 10 on the Proxy Card)

What am I voting on?

You are voting on a proposal submitted by The Nathan Cummings Foundation. We will provide the proponent’s address, and the number of the corporation’s voting securities that the proponent holds, to stockholders promptly upon receiving a request for the information. The text of the resolution and the supporting statement are printed below verbatim from the proponent’s submission.

What is the Proposal?

Resolved, that the shareholders of ConocoPhillips (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing:

Monetary and non-monetary political contributions and expenditures not deductible under section 162 (e)(1)(B) of the Internal Revenue Code, including but not limited to any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution that if made directly by the Corporation would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code.

The report shall include an accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above.

The report shall be posted on the Company’s website to reduce costs to shareholders.

Stockholder Supporting Statement

As long-term shareholders of ConocoPhillips, we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

Disclosure is consistent with public policy, in the best interest of the Company and its shareholders and critical for compliance with recent federal ethics legislation. Absent a system of accountability, Company assets can be used for policy objectives that may be inimical to the long-term interests of the Company and its shareholders.

ConocoPhillips contributed at least $6.8 million in corporate funds since the 2002 election cycle. (CQ’s PoliticalMoneyLine: http://moneyline.cq.com/pml/home.do and National Institute on Money in State Politics: http://www.followthemoney.org/index.phtml.) While the Company discloses some of its corporate political spending at the state and local level, it does not disclose its political spending through trade associations and other tax-exempt groups.

The Company’s payments to trade associations used for political activities are undisclosed and unknown. In many cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political

contributions, including payments to trade associations and other tax exempt organizations. This would bring our Company in line with a growing number of leading companies, including Hewlett-Packard, Aetna and American Electric Power that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

What does the Board recommend?

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL FOR THE FOLLOWING REASONS:

We continuously make efforts to provide our shareholders useful information about our political activities, and the Company’s Political Policies, Procedures and Giving can be found on our Web site at www.conocophillips.com. We also provide information on our Web site regarding the Company’s political contributions to candidates every six months. In addition, ConocoPhillips complies with all disclosure requirements pertaining to political contributions under federal, state and local laws and regulations. These disclosures provide ample public information about the Company’s political contributions, as demonstrated by the Proponent’s reference to figures on political contributions previously made by ConocoPhillips.

In addition, our candidate contributions are reported regularly to, and overseen by, Company senior management and the Public Policy Committee of the Board. Independent audits of the Company’s and Spirit PAC’s political giving are performed each year.

The Board believes it has a responsibility to shareholders and employees to be engaged in the political process to both protect and promote their shared interests. The Board believes it is in the best interest of shareholders to support the legislative process by making prudent corporate political contributions to political organizations when such contributions are consistent with business objectives and are permitted by federal, state and local laws. The Board also believes in making the Company’s political contributions transparent to interested parties.

As to the issue of contributions to trade associations, ConocoPhillips’ primary purpose in joining such groups, like the National Association of Manufacturers and the American Petroleum Institute, is not for political purposes, nor does the Company agree with all positions taken by trade associations on issues. In fact, the Company publicly acknowledges that it does take contrary positions from time to time. The greater benefit ConocoPhillips receives from trade association membership are the general business, technical and industry standard-setting expertise these organizations provide.

ConocoPhillips has adopted and published its Political Policies, Procedures and Giving, made available information on its Web site regarding political contributions to candidates, and complies with laws regarding disclosure of political giving; therefore, the adoption of this resolution is unnecessary and the Board recommends that you vote AGAINST this proposal.

EXECUTIVE COMPENSATION

Role of the Human Resources and Compensation Committee

Authority and Responsibilities

The Human Resources and Compensation Committee (HRCC) of the Board of Directors of ConocoPhillips is responsible for providing independent, objective oversight for ConocoPhillips’ executive compensation programs and determining the compensation of anyone who meets our definition of a “Senior Officer.” Currently, our internal guidelines define a Senior Officer as an employee who is a senior vice president or higher, an executive who reports directly to the CEO, or any other employee considered an officer under Section 16(b) of the Securities Exchange Act of 1934. All of the Named Executive Officers in the compensation tables that follow are Senior Officers. In addition, the HRCC acts as plan administrator of the compensation programs and benefit plans for Senior Officers and as an avenue of appeal for current and former Senior Officers regarding disputes over compensation and benefits.

One of the HRCC’s responsibilities is to assist the Board in its oversight of the integrity of the Company’s “Compensation Discussion and Analysis” found starting on page 43 of this Proxy Statement. That report summarizes certain of the HRCC’s activities during 2009 and 2010 concerning compensation earned during 2009.

A complete listing of the authority and responsibilities of the HRCC is set forth in the written charter adopted by ConocoPhillips’ Board of Directors and last amended on December 2, 2009, which is available on our website www.conocophillips.com under the caption “Governance.”

Members

The HRCC currently consists of three members. The members of the HRCC and the member to be designated as Chair, like the members and Chairs of all of the Board’s committees, are reviewed and recommended annually by the Committee on Directors’ Affairs to the full Board. The Board of Directors has final approval of the committee structure of the Board. The only pre-existing requirements for service on the HRCC are that members of the HRCC must meet the independence requirements for “non-employee” directors under the Securities Exchange Act of 1934, for “independent” directors under the NYSE listing standards, and for “outside” directors under the Internal Revenue Code.

Meetings

The HRCC has regularly scheduled meetings in association with each regular Board meeting and meets by teleconference between such meetings as necessary to discharge its duties. The HRCC reserves time at each regularly scheduled meeting to review matters in executive session with no members of management or management representatives present except as specifically requested by the HRCC. Additionally, the Committee meets jointly with the Committee on Directors’ Affairs at least annually to evaluate the performance of the CEO. In 2009, the HRCC had seven regularly scheduled meetings. More information regarding the HRCC’s activities at such meetings can be found in the “Compensation Discussion and Analysis” beginning on page 43.

Continuous Improvement

The HRCC is committed to a process of continuous improvement in exercising its responsibilities. To that end, the HRCC also:

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Receives ongoing training regarding best practices for executive compensation;

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Regularly reviews its responsibilities and governance practices in light of ongoing changes in the legal and regulatory arena and trends in corporate governance, which review is aided by the Company’s management, compensation consultants, and, when deemed appropriate, independent legal counsel;

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Annually reviews its charter and proposes any desired changes to the Board of Directors;

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Annually conducts a self-assessment of its performance that evaluates the effectiveness of the Committee’s actions and seeks ideas to improve its processes and oversight; and

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Regularly reviews and assesses whether the Company’s executive compensation programs are having the desired effects and do not encourage an inappropriate level of risk.

Human Resources and Compensation Committee Report

Review with Management. The Human Resources and Compensation Committee (HRCC) has reviewed and discussed with management the “Compensation Discussion and Analysis” presented in this proxy statement starting on page 43. Members of management with whom the HRCC discussed the “Compensation Discussion and Analysis” included the Company’s Chief Executive Officer, Chief Administrative Officer, and Vice President, Human Resources.

Discussion with Independent Executive Compensation Consultant. The HRCC has discussed with Towers Perrin (which has subsequently merged with Watson Wyatt and been renamed Towers Watson), an independent executive compensation consulting firm, the executive compensation programs of the Company, as well as specific compensation decisions made by the HRCC. Towers Perrin was retained directly by the HRCC, independent of the management of the Company. The HRCC has received written disclosures from Towers Perrin concerning other work performed for the Company by Towers Perrin, has discussed with Towers Perrin its independence from ConocoPhillips, and believes Towers Perrin to have been independent of management.

Recommendation to the ConocoPhillips Board of Directors. Based on its review and discussions noted above, the HRCC recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in ConocoPhillips’ proxy statement on Schedule 14A (and, by reference, included in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2009).

THE CONOCOPHILLIPS HUMAN RESOURCES

AND COMPENSATION COMMITTEE

William E. Wade, Jr., Chairman

Harold W. McGraw III

Kathryn C. Turner

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, explains how we compensate our Named Executive Officers, or NEOs. The CD&A is divided into four sections:

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The Objectives and Process of Compensating Our Executives (beginning on page 43)

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The Types of Compensation We Provide to Our Executives (beginning on page 47)

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Measuring Our Performance under Our Compensation Programs (beginning on page 51)

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An Analysis of Compensation Paid to Our Executives (beginning on page 54)

The Objectives and Process of Compensating Our Executives

Our Goals: Our goals are to attract, retain and motivate high-quality employees and to maintain high standards of principled leadership so that we can responsibly deliver energy to the world and provide sustainable value for our stakeholders, now and in the future.

Our Philosophy: We believe that our ability to responsibly deliver energy and to provide sustainable value is driven by superior individual performance. We believe that a company must offer competitive compensation to attract and retain experienced, talented and motivated employees. Moreover, we believe employees in leadership roles within the organization are motivated to perform at their highest levels by making performance-based pay a significant portion of their compensation.

Our Principles: To achieve our goals, we implement our philosophy through the following guiding principles:

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Establish target compensation levels that are competitive with those of other companies with whom we compete for executive talent;

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Create a strong link between executive pay and Company performance;

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Induce prudent risk taking by our executives;

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Motivate performance by considering specific individual accomplishments in determining compensation;

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Encourage talented individuals to stay with the Company until retirement; and

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Integrate all elements of compensation into a comprehensive package that aligns goals, efforts, and results throughout the organization.

The Human Resources and Compensation Committee

The Human Resources and Compensation Committee (the HRCC or Committee) is responsible for all compensation actions related to our Senior Officers, including all of our Named Executive Officers. Although the Committee’s charter permits it to delegate authority to subcommittees or other Board Committees, the Committee made no such delegations in 2009.

Compensation Program Design

Our executive compensation programs take into account marketplace compensation for executive talent, internal equity with our employees, past practices of the Company, corporate, business unit and individual results and the talents, skills and experience that each individual executive brings to ConocoPhillips. Our Named Executive Officers each serve without an employment agreement. All compensation for these officers is set by the Committee as described below.

The HRCC begins by establishing target levels of total compensation for our Senior Officers for a given year. Once an overall target compensation level is established, the Committee considers the weighting of each of our primary compensatory programs (Base Salary, Variable Cash Incentive Program, Stock Option Program and Performance Share Program) within the intended total target compensation.

Salary Grade Structure

Management, with the assistance of outside compensation consultants, thoroughly examines the scope and complexity of jobs throughout ConocoPhillips and studies the competitive compensation practices for such jobs. As a result of this work, management develops a compensation scale under which all positions are designated with specific “grades.” For our executives, the base salary midpoint increases at each increasing grade, but at a lesser rate than increases in target incentive compensation percentages. The result is an increased percentage of “at risk” compensation as the executive’s grade is increased. Any changes in compensation for our Senior Officers resulting from a change in salary grade are approved by the HRCC.

Benchmarking

With the assistance of our outside compensation consultants, we set target compensation by referring to multiple relevant compensation surveys that include but are not limited to large energy companies. We then compare that information to our salary grade targets (both for base salary and for incentive compensation) and make any changes needed to bring the cumulative target for each salary grade to broadly the 50th percentile for similar positions as indicated by the survey data.

For our Named Executive Officers, we conduct benchmarking, using available data, for each individual position. For example, although we determine targets for our CEO by benchmarking against other large, publicly-held energy companies, we often use broader measures (such as other publicly held energy companies) in setting targets for our operating executives. For staff executives’ targets, we may use benchmarking data from other large publicly-held companies, including those outside the energy industry. Towers Perrin then reviews and independently advises on the conclusions reached as a result of this benchmarking, and the Committee uses the results of these surveys as a factor in setting compensation structure and targets relating to our Named Executive Officers.

The HRCC’s use of primary peer groups in the context of our compensation programs generally falls into two broad categories: setting compensation targets and measuring Company performance.

Setting Compensation Targets

In setting total compensation targets and targets within each individual program the Committee uses the following primary peer group for benchmarking purposes – Exxon Mobil Corporation, Royal Dutch Shell plc, BP p.l.c., and Chevron Corporation.

The Committee also utilizes a secondary group of peer companies for benchmarking the compensation of our Named Executive Officers – Valero Energy Corporation, Marathon Oil Corporation, Occidental Petroleum Corporation, and, for staff executives, other large publicly-held companies, including those outside the energy industry.

We utilize the primary peer group in setting compensation targets because these companies are broadly reflective of the industry in which we compete for business opportunities and for executive talent, and because they provide a good indicator of the current range of executive compensation.

Measuring Performance

We believe our performance is best measured against the largest publicly-held, international, integrated oil and gas companies against which we compete in our business operations. Therefore, for our performance-based programs, the Committee assesses our actual performance for a given period by using ExxonMobil, Royal Dutch Shell, BP, Total S.A., and Chevron as our primary benchmarking peer group.

Developing Performance Measures

We have attempted to develop performance metrics that assess the performance of the Company relative to its primary peer group rather than assessing absolute performance. This is based on the belief that absolute performance can be affected positively or negatively by industry-wide factors over which our executives have no control, such as prices for crude oil and natural gas. We have selected multiple metrics, as described below, because we believe no one metric is sufficient to capture the performance we are seeking to drive, and any metric in isolation is unlikely to promote the well-rounded executive performance necessary to enable us to achieve long-term success. The Committee reassesses performance metrics periodically.

Internal Pay Equity

We believe our compensation structure provides a framework for an equitable compensation ratio between executives, with higher targets for jobs at salary grades having greater duties and responsibilities. Taken as a whole, our compensation program is designed so that the individual target level rises as salary grade level increases, with the portion of performance-based compensation rising as a percentage of total targeted compensation. One result of this structure is that an executive’s actual total compensation as a multiple of the total compensation of his or her subordinates is designed to increase in periods of above-target performance and decrease in times of below-target performance.

Alignment of Interests

We place a premium on aligning the interests of executives with those of our stockholders. Our Stock Ownership Guidelines require executives to own stock and/or have an interest in restricted stock units valued at a multiple of base salary, ranging from 1.8 times salary for lower-level executives, to 6 times salary for the CEO. Employees have five years from the date they become subject to these Guidelines to comply. The multiple of equity held by each of our Named Executive Officers exceeds our established guidelines for his or her position.

In addition, we have historically required our executives to hold restricted stock units received under the Performance Share Program, and in predecessor programs, until death, disability, retirement, layoff, or severance after a change in control. The units were generally forfeited if an executive voluntarily left the Company’s employ when not retirement eligible. We were informed by our compensation consultants that this was a highly unusual feature. In light of this fact, the Committee

considered our programs and determined, for performance periods beginning in 2009, restrictions on restricted stock unit awards will lapse five years from the anniversary of the issuance of the units although Senior Officers may elect to defer the lapsing of such restrictions. The Committee believes this change ensures our executives maintain their focus on long-term performance, while also allowing the Company’s programs to be more competitive with those of our peers.

Statutory and Regulatory Considerations

In designing our compensatory programs, we consider and take into account the various tax, accounting and disclosure rules associated with various forms of compensation. The HRCC also reviews and considers the deductibility of executive compensation under section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1 million that is paid to certain individuals. The Company generally will be entitled to take tax deductions relating to compensation that is performance-based or that will not be paid until the executive leaves the Company. This compensation may include cash incentives, stock options, restricted stock, restricted stock units and other performance-based awards. The Committee seeks to preserve tax deductions for executive compensation. However, the Committee has awarded compensation that might not be fully tax deductible when it believes such grants are nonetheless in the best interests of our stockholders.

The Company designs its compensation programs with the intent that they comply with section 409A of the Internal Revenue Code. A discussion of the Company’s principal nonqualified deferred compensation arrangements is provided on page 74 under the heading “Nonqualified Deferred Compensation.”

Option Pricing

When the Committee grants options to its Named Executive Officers, the Company uses an average of the stock’s high and low prices on the date of grant (or the preceding business day, if the markets are closed on the date of grant) to determine the exercise price of the options. Options grants are generally made at the HRCC’s February meeting (the date of which is determined at least a year in advance) or, in the case of new hires, on the date of commencement of employment or the date of Committee approval, whichever is later.

Independent Consultants

Since 2004, the Committee has retained Towers Perrin (which has subsequently merged with Watson Wyatt and been renamed Towers Watson) as its independent executive compensation consultant. The Committee has adopted specific guidelines for outside compensation consultants, which (1) require that work done by such consultants for the Company at management’s request be approved in advance by the Committee; (2) require a review of the advisability of independent consultant rotation after a period of five years; and (3) prohibit the Company from employing any individual who worked on the Company’s account for a period of one year after leaving the employ of the independent consultant. Towers Perrin has provided an annual attestation of its compliance with these guidelines.

The Committee strongly discourages Company proposals to retain Towers Perrin for any work other than advising the Committee and does not approve any work proposed by the Company that it believes would compromise the consultant’s independence. The Committee previously approved a Company request to continue purchasing multi-company non-executive compensation surveys from Towers Perrin in the ordinary course of business at a nominal cost. The Committee does not believe that this activity compromises the independence of Towers Perrin as a consultant to the Committee,

and it concurred with management’s assessment that Towers Perrin was better suited to provide the requested services than alternative providers. No other work proposals for Towers Perrin were submitted by management in 2009. The fees for all services provided by Towers Perrin, other than their services as an independent consultant to the Committee, did not exceed $120,000 in 2009.

In 2009, as a result of the then pending merger of Watson Wyatt and Towers Perrin and the expected retirement of its principal engagement representative to the Committee, the Committee considered whether to rotate its independent consultants. The Committee determined to retain its consultant through the early part of 2010 to provide continuity while making decisions during the February compensation decision process. After that, the Committee will retain a new independent consultant.

The Types of Compensation We Provide Our Executives

Our executive compensation program has four primary components. These four primary components are:

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Base Salary;

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Variable Cash Incentive Program;

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Stock Option Program; and

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Performance Share Program.

In addition to these primary components, the Company also provides its executives with retirement, severance, health and other personal benefits as described below.

Base Salary

Base salary is a major component of the compensation for all of our salaried employees, although it becomes a smaller component as an employee rises through the ConocoPhillips salary grade structure. Base salary is important to give an individual financial stability for personal planning purposes. There are also motivational and reward aspects to base salary, as base salary can be increased or decreased to account for considerations such as individual performance and time in position.

Performance-Based Pay Programs

Annual Incentive—The Variable Cash Incentive Program (VCIP) is an annual incentive program that is broadly available to our employees throughout the world, and it is our primary vehicle for recognizing Company, business unit, and individual performance for the past year. We believe that having an annual “at risk” compensation element for all employees, including executives, gives them a financial stake in the achievement of our business objectives and therefore motivates them to use their best efforts to ensure the achievement of those objectives. We believe that measuring and rewarding performance on an annual basis in a compensation program is appropriate because, like our primary peers and other public companies, we measure and report our business accomplishments annually. Additionally, our valuation is derived, in part, from comparisons of these annual results with those of our primary peers and relative to prior annual periods. We also believe that one year is a time period over which all employees who participate in the program can

have the opportunity to establish and achieve their specified goals. The base award is weighted equally for corporate and business unit performance for the Named Executive Officers other than the CEO, and solely on corporate performance for the CEO. The HRCC has discretion to adjust the base award based on individual performance and makes its decision on individual performance adjustments based on the input of the CEO for all Named Executive Officers (other than for himself).

Long-Term Incentives—Our primary long-term incentive compensation programs for executives are the Stock Option and Stock Appreciation Rights Program (Stock Option Program) and the Performance Share Program (PSP). These programs, along with VCIP, are incentive programs under our stockholder approved 2009 Omnibus Stock and Performance Incentive Plan (2009 Omnibus Plan). These programs evaluate and reward performance over longer periods than our annual incentive program.

Our program targets generally provide approximately 50 percent of the long-term incentive award in the form of stock options and 50 percent in the form of restricted stock units awarded under the PSP.

Stock Option Program—The Stock Option Program is designed to maximize medium- and long-term stockholder value. The practice under this program is to set option exercise prices at not less than 100 percent of the Company stock’s fair market value at the time of the grant. Although the Committee retains discretion to adjust stock option awards up or down by up to 30 percent from the specified target, the Committee did not elect to exercise such discretion with respect to the Stock Option Awards granted in February 2009. Because the option’s value is derived solely from an increase in the Company’s stock price, the value of a stockholder’s investment in the Company must appreciate before an option holder receives any financial benefit from the option. We understand that stock options have been criticized for giving executives incentives to increase the price of the stock in the short term to the detriment of the long term. We believe our program counters these incentives through the one-third annual vesting schedule for stock options combined with the impact of the PSP’s extended restricted stock unit holding period (discussed below). We also believe our Stock Option Program provides a valuable “completely at-risk” complement to the PSP.

Performance Share Program (PSP)—The PSP rewards executives based on their individual performances and the performance of the Company over a three-year period. Each year the Committee establishes a three-year performance period over which it compares the performance of the Company with that of its performance-measurement peer group using pre-established criteria. Thus, in any given year, there are three overlapping performance periods. Use of a multi-year performance period helps to focus management on longer-term results, but it can also provide compensation that may seem anomalous if compared only to performance in the current year (which may be better or worse relative to the multi-year period).

Each executive’s individual award under PSP is subject to a performance adjustment at the end of the performance period. Although the HRCC maintains final discretion to adjust compensation in accordance with any extraordinary circumstances that may arise, and has done so in the past, program guidelines generally result in an award range between 0 to 200 percent of target. Final awards are based on the Committee’s subjective evaluation of the Company’s performance relative to the established metrics (discussed below under the heading “Measuring Our Performance under Our Compensation Programs”) and of each executive’s individual performance. The Committee considers input from the CEO with respect to Senior Officers.

Targets for participants whose salary grades are changed during a performance period are prorated for the period of time such participant remained in each relevant salary grade.

The combination of the Stock Option Program, the PSP, and the PSP’s extended restricted stock unit holding periods provide a comprehensive package of medium and long-term compensation incentives for our executives that align their interests with those of our long-term stockholders. Such extended holding periods also enable the Company to more readily withdraw awards should circumstances arise that merit such action. To date, no Named Executive Officers have been subject to reductions or withdrawals of prior grants or payouts of restricted stock, restricted stock units or stock option awards.

Other Possible Awards—ConocoPhillips may make awards outside the Stock Option Program or the PSP (off-cycle awards). Off-cycle awards (also commonly referred to as “ad hoc” or “special purpose” awards) are awards granted outside the context of our regular compensation programs. Currently, off-cycle awards are granted to certain incoming executive personnel, typically on the first day of employment, (1) to induce an executive to join the Company (occasionally replacing compensation the executive will lose because of termination from the prior employer); (2) to induce an executive of an acquired company to remain with the Company for a certain period of time following the acquisition; and/or (3) to provide a pro-rata equity award to an executive who joins the Company during an ongoing performance period for which he or she is ineligible under the standard PSP or Stock Option Program provisions. In these cases, the HRCC has sometimes approved a shorter period for restrictions on transfers of restricted stock units than those issued under the PSP or Stock Option Program. Pursuant to the Committee’s charter, any off-cycle awards to Senior Officers must be approved by the HRCC. No off-cycle awards were made to any of our Named Executive Officers in 2009.

Broadly-Available Plans

Our Named Executive Officers participate in the same basic benefits package as our other U.S. salaried employees. This includes retirement, medical, dental, vision, life insurance, expatriate benefits and accident insurance plans, as well as flexible spending arrangements for health care and dependent care expenses.

Other Compensation and Personal Benefits

In addition to our four primary compensation programs, we provide our Named Executive Officers a limited number of additional benefits. In order to provide a competitive package of compensation and benefits, we provide our Named Executive Officers with executive life insurance coverage and defined benefit plans. We also provide other benefits that are designed primarily to minimize the amount of time the Named Executive Officers devote to administrative matters other than Company business, to promote a healthy work/life balance, to provide opportunities for developing business relationships, and to put a human face on our social responsibility programs. All such programs are approved by the HRCC.

Comprehensive Security Program—Because our executives face personal safety risks in their roles as representatives of a global, integrated energy company, our Board of Directors has adopted a comprehensive security program for our executives. Under this program, our Manager of Global Security monitors changing developments in risk and threat analysis and security systems and services and recommends to management appropriate security measures. Other than in the case of a serious and immediate risk of harm, changes to the program are approved by our Board of Directors. In the “All Other Compensation” column of the Summary Compensation

Table, we have reflected certain costs associated with this program, such as personal use of Company aircraft, the use of Company automobiles, and home security expenses. Although the Company does not believe that these services are compensatory in nature, we believe we are required to classify them as personal benefits in this proxy statement.

Personal Entertainment—We purchase tickets to various cultural, charitable, civic, entertainment and sporting events for business development and relationship-building purposes, as well as to maintain our involvement in communities in which the Company operates. Occasionally, our employees, including our executives, make personal use of tickets that would not otherwise be used for business purposes. We believe these tickets offer an opportunity to increase morale at a very low or no incremental cost to the Company.

Tax Gross-Ups—Certain of the personal benefits received by our executives are deemed to be taxable income to the individual by the Internal Revenue Service. When we believe that such income is incurred for purposes more properly characterized as Company business than personal benefit, we provide further payments to the executive to reimburse the cost of the inclusion of such item in the executive’s taxable income. Most often, these tax gross-up payments are provided for travel by a family member or other personal guest to attend a meeting or function in furtherance of Company business, such as Board meetings, Company-sponsored events, and industry and association meetings where spouses or other guests are invited or expected to attend.

-	Annual Physical—Our executives are reimbursed for the costs of an annual physical. This program recognizes the importance of the overall health of our executives.

Executive Life Insurance—We maintain life insurance policies and/or death benefits for all of our U.S. based salaried employees (at no cost to the employee) with a face value approximately equal to their annual salaries. For our executives, we maintain an additional life insurance policy and/or death benefits (at no cost to the executive) with a value equal to their annual salary. These two programs combine to provide an executive with life insurance equal to two times annual salary at no cost (other than imputed income for tax purposes, which we do not gross up). In addition to these two plans, we also provide our executives the option of purchasing group variable universal life insurance in an amount up to eight times their annual salary. We believe this is a benefit valued by our executives that can be provided at no cost to the Company.

Defined Contribution Plans—We maintain the following nonqualified defined contribution plans for our executives. These plans allow deferred amounts to grow tax-free until distributed, and also allow the Company to utilize the money for the duration of the deferral period for general corporate purposes.

Voluntary Deferred Compensation Plans—The purpose of our voluntary nonqualified deferred compensation plans is to allow executives to defer a portion of their salary and annual incentive compensation. By making such deferrals, the executive defers paying taxes on such amounts until the year in which distributions are made from the plans. The executives are allowed to direct the investment of deferred amounts held on their behalf.

Make-Up Plans—The purpose of our nonqualified defined contribution make-up plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on qualified plans.

-	Defined Benefit Plans—We also maintain nonqualified defined benefit plans for our executives. The primary purpose of these plans is to provide benefits that an executive would otherwise lose due to limitations imposed by the Internal Revenue Code on qualified plans.

Severance Plans and Changes in Control

We maintain plans to address severance of our executives in certain circumstances as described under the heading “Executive Severance and Changes in Control” beginning on page 77. The structure and use of these plans are competitive within the industry and are intended to aid the Company in attracting and retaining executives.

The Executive Severance Plan was approved by the HRCC and provides benefits to executives in salary grades corresponding to vice president (or equivalent) and higher in the event that the Company discharges the executive without cause. This plan provides the Company with flexibility to make personnel changes when executives impacted by such changes would not be entitled to the layoff benefits provided in the broad-based severance plan for employees. We believe this plan aids us in recruiting executives externally because it provides them with a measure of protection, and it enables us to avoid negotiating individual severance arrangements with newly hired or departing executives. We also believe this plan reduces the likelihood and extent of litigation from executive severance.

The HRCC also approved a Change in Control Severance Plan to provide similar benefits in the event covered executives are discharged after a change in control of the Company. The Change in Control Severance Plan provides benefits to executives in salary grades corresponding to vice president (or equivalent) and higher in the event that the Company discharges the executive without cause following a change in control. In our view, the severance level provided under the plan is appropriate as it is the current standard for senior executives in many U.S. industries. The Change in Control Severance Plan also incorporates a provision to address the impact of the federal excise tax on excess parachute payments. The so-called “golden parachute” tax rules subject “excess parachute payments” to a dual penalty: the imposition of a 20 percent excise tax upon the recipient and non-deductibility of such payments by the paying corporation. While the excise tax is seemingly evenhanded, it can discriminate against long-serving employees in favor of new hires, against individuals who do not exercise stock options in favor of those who do and against those who elect to defer compensation in favor of those who do not. For these reasons, we believe that the provision of the excise tax gross-up in the Change in Control Severance Plan is appropriate.

Measuring Our Performance under Our Compensation Programs

We use corporate and business unit performance criteria in determining individual payouts. In addition, our programs contemplate that the Committee will exercise discretion in assessing and rewarding individual performance.

Corporate Performance Criteria

We utilize multiple measures of performance under our programs to ensure that no single aspect of performance is driven in isolation. We have employed the following measures of overall Company performance under our performance-based programs:

Relative Total Stockholder Return—Total stockholder return represents the percentage change in a company’s common stock price from the beginning of a period of time to the end of the stated period, and assumes common stock dividends paid during the stated period are reinvested into that common stock. We use a total stockholder return measure because it is the most tangible measure of the value we have provided to our stockholders during the relevant program period. We recognize that total stockholder return is not a perfect measure. It can be affected by factors beyond management’s control and by market conditions not related to the intrinsic performance of the Company. Stockholder return over the short-term

can also fail to fully reflect the value of longer-term projects. We seek to mitigate the influence of industry-wide or market-wide conditions on stock price by using total stockholder return relative to our primary peer group.

Relative Adjusted Return on Capital Employed—Our businesses are capital intensive, requiring large investments, in most cases over a number of years, before tangible financial returns are achieved. Therefore, we believe that a good indicator of long-term Company and management performance, both absolute and relative to our primary peer group, is the measure known as return on capital employed (ROCE). Relative ROCE is a measure of the profitability of our capital employed in our business compared with that of our peers. We calculate ROCE as a ratio, the numerator of which is net income plus after-tax interest expense, and the denominator of which is average total equity plus total debt. The use of ROCE as a comparative measure is complicated by the fact that two different accounting methods were used for business combinations prior to June 2001. Accounting for a combination on the “purchase” method generally resulted in a much higher amount of capital employed after the combination than did the “pooling-of-interests” method. While we were required to utilize the “purchase” method for all of our significant business combinations, several members of our performance- measurement peer group utilized the “pooling-of-interests” method for their significant combinations. For comparability, in performance periods beginning prior to 2009, we adjust “capital employed” to take into account the difference in these accounting methods. We also adjust the net income of the Company and our peers for certain non-core earnings impacts. For performance periods before 2005 and after 2007, our programs considered our improvement on Adjusted ROCE relative to our performance-measurement peer group. For the 2005-2007 performance periods, our programs considered our absolute Adjusted ROCE relative to our performance-measurement peer group.

Relative Adjusted Income per Barrel of Oil Equivalent (BOE)—An important measure of operating efficiency and management performance is a comparison of the income earned by the Company per barrel of oil produced by our Exploration & Production (E&P) business segment, and per barrel of petroleum products sold by our Refining & Marketing (R&M) business segment, versus those of our peers. This measure allows us to compare our operating efficiency in producing and refining/marketing products against that of our performance-measurement peer group. The measure is calculated by dividing adjusted income attributable to our E&P and R&M segments by the number of barrels produced or petroleum products sold, respectively. A weighted average of these two segment-level metrics is then calculated and compared against that of our peers. As with our calculation of Adjusted ROCE, we adjust both our own income and that of our peers to reflect certain non-core earnings impacts. We added this metric for performance periods beginning in 2007 and 2008.

Relative Adjusted Cash Contribution per BOE—Like ROCE, another important measure of operating efficiency and management performance is the Company’s cash contributions per barrel of oil produced by our E&P segment, and per barrel of petroleum products sold by our R&M segment. This measure is another way to compare our operating efficiency in producing and refining/marketing products against that of our performance-measurement peer group. The measure is calculated by dividing the adjusted income from operations plus the depreciation, depletion and amortization (or DD&A) attributable to our E&P and R&M segments by the number of barrels produced or petroleum products sold, respectively. A weighted average of these two segment-level metrics is then calculated, and compared against that of our peers. As with our calculation of Adjusted ROCE, we adjust both our own income and that of our peers to reflect certain non-core earnings impacts. We added this metric for performance periods beginning in 2008.

Health, Safety and Environmental Performance—We seek to be a good employer, a good community member and a good steward of the environmental resources we manage. Therefore, we incorporate metrics of health, safety and environmental performance in our annual incentive compensation program.

Implementation of Strategic Plan—This measure is a subjective analysis of the Company’s progress in implementing its strategic plan over a given performance period. We added this metric for performance periods beginning in 2007 and 2008.

Succession Planning/Leadership Development—This measure is a subjective analysis of the Company’s progress in developing and implementing a comprehensive succession plan for senior management, and the development and implementation of a Company-wide program for identifying and developing future leaders within the Company. We added this metric for performance periods beginning in 2007.

Financial Management—This measure is a subjective analysis of the Company’s progress in managing the Company’s capital profile and liquidity needs. We added this metric for performance periods beginning in 2009.

Support of Strategic Corporate Initiatives—This measure is a subjective analysis of our progress in implementing key elements of the company’s strategic initiatives, including but not limited to relationships, climate change, reputation, people/diversity, culture, opportunity capture and execution of company strategies. We added this metric for performance periods beginning in 2009.

Business Unit Performance Criteria

There are approximately 100 discrete award units within the Company designed to measure performance and to reward employees according to business outcomes relevant to the award group. Although most employees participate in a single award unit designated for the operational or functional group to which such employee is assigned, a Senior Officer can participate in a blend of the results of more than one of these award units depending on the scope and breadth of his or her responsibilities over the performance period. Moreover, because our CEO is responsible for overall Company performance, his award is based solely on individual and overall Company performance.

Performance criteria are goals consistent with the Company’s operating plan and include quantitative and qualitative metrics specific to each business unit, such as income from continuing operations (adjusted to neutralize the impact of changes in commodity prices), control of costs, health, safety and environmental performance, support of corporate initiatives, and various milestones set by management. At the conclusion of a performance period, management makes a recommendation based on the unit’s performance for the year against its performance criteria. The HRCC then reviews management’s recommendation regarding each award unit’s performance and has discretion to adjust any such recommendation in approving the final awards.

Individual Performance Criteria

Individual adjustments for our Named Executive Officers are approved by the HRCC, based on the recommendation of the CEO (other than for himself). The CEO’s individual adjustment is determined by the Committee taking into account the prior review of the CEO’s performance, which is conducted jointly by the HRCC and the Committee on Directors’ Affairs.

Tax-Based Program Criteria

Our incentive programs are also designed to conform to the requirements of section 162(m) of the Internal Revenue Code, which allows for deductible compensation in excess of $1 million if certain criteria, including the attainment of pre-established performance criteria, are met. Each year, prior to making awards under the incentive programs, the HRCC determines if the relevant criteria were met for the completed performance periods.

An Analysis of Compensation Paid to Our Executives

In determining performance-based compensation awards for our Named Executive Officers for performance periods concluding in 2009, the HRCC began by considering overall Company performance, including the following accomplishments and operating conditions:

•

The Company’s response to the global economic crisis;

•

Progress on key strategic projects;

•

Exploration success;

•

Participation in the debate on key legislative proposals; and

•

Efforts in managing the Company’s workforce and reputation.

The Committee then considered any adjustments to the awards under our three performance-based compensation programs (VCIP, Stock Option Program and PSP) in accordance with their terms and pre-established criteria, while retaining the discretion to adjust awards based solely on the Committee’s determination of appropriate payouts.

As a result, the Committee made the following award decisions under the Company’s performance-based compensation programs.

2009 VCIP Awards

In determining award payouts under VCIP for 2009, the Committee considered the following performance criteria:

-	Company Performance for 2009—In 2009, our VCIP program used both quantitative and qualitative performance measures relating to the Company as a whole, including:

Ranking 5th in relative annual total stockholder return compared with our performance-measurement peer group (ExxonMobil, Royal Dutch Shell, BP, Total, and Chevron);

Ranking 2nd in absolute change and 4th in percentage change in relative annual adjusted return on capital employed compared with the same peer group noted above;

Ranking 2nd in relative adjusted cash contribution per BOE compared with the same peer group noted above;

Our health, safety and environmental performance; and

Advancement of our key strategic initiatives.

Based on such review, management recommended, and the Committee concluded, that the Company’s performance under these measures in 2009 merited payment of 111% of the targeted amount.

Business Unit Performance in 2009—In determining award unit performance, the Committee reviewed and approved management’s determinations of performance by the Company’s award units under their performance criteria. Messrs. Carrig and Cornelius participated in the operational and staff award units, respectively, over which they had responsibility. Messrs. Meyers and Lance participated in those award units within the E&P segment over which they have, or had, responsibility, weighted to reflect their time of service within such units. Mr. Gallogly participated in all award units within the E&P segment. The Committee determined that the combined corporate and award unit performance merited base awards of between 101% and 115% of target for each of our Named Executive Officers, other than Mr. Mulva. As noted under “Business Unit Performance Criteria” beginning on page 53, Mr. Mulva’s award, as CEO, is based on individual and overall Company performance.

Individual Performance Adjustments—Finally, the Committee considered individual adjustments for each Named Executive Officer’s 2009 VCIP award based upon a subjective review of the individual’s impact on the Company’s financial and operational success during the year. The Committee considered the totality of the executive’s performance in deciding the individual adjustments. Based on the foregoing, the Committee approved individual performance adjustments of between 0% and 15% for each of our Named Executive Officers. The individual adjustments for these officers reflect the Committee’s recognition of these individuals’ contributions to the strong 2009 operational performance of their respective operating units.

CEO Award—Although the Company delivered a strong performance in 2009 in a difficult economic climate, Mr. Mulva advised that he would not accept half the amount of any VCIP award to which the HRCC ultimately determined he otherwise would be entitled. This proposal was a reflection of Mr. Mulva’s belief that, although the Company delivered a strong operational performance in 2009, this performance was not reflected in the Company’s stock price. The HRCC accepted Mr. Mulva’s proposal and ultimately approved an award of 63% of target for Mr. Mulva, which represents 50% of the VCIP award the Committee believed the Company’s and Mr. Mulva’s performance otherwise would have merited.

Stock Option Awards

Although the Committee retains discretion to adjust stock option awards by up to 30 percent from the specified target, the Committee did not elect to exercise such discretion with respect to the Stock Option Awards granted in February 2009.

PSP Awards (2007-2009 Performance Period)

In December 2006, the Committee established the fifth performance period under the PSP, for the three-year period beginning January 1, 2007, and ending December 31, 2009 (PSP V). In February 2010, in determining awards under the PSP for this period, the Committee considered quantitative and qualitative performance measures relating to the Company as a whole, including:

•

Ranking 6th in relative total stockholder return compared with our performance-measurement peer group (ExxonMobil, Chevron, Royal Dutch Shell, BP, and Total);

•

Ranking 5th in relative adjusted return on capital employed compared with the same peer group noted above;

•

Ranking 6th in relative adjusted income per BOE compared with the same peer group noted above;

•

Advancement and implementation of the Company’s strategic plan;

•

Leadership development and succession planning.

Based on this review, the Committee determined that the Company’s performance under the stated criteria during the three-year performance period merited payment of 60% of the targeted amount. With respect to individual adjustments, similar to the 2009 VCIP program, the Committee considered PSP individual adjustments for each Named Executive Officer in recognition of the individual’s personal leadership and contribution to the Company’s financial and operational success over the three-year performance period. Based on the foregoing, the Committee approved individual performance adjustments of between 10% and 15% for each of our Named Executive Officers.

2010 TARGET COMPENSATION

In addition to determining the 2009 compensation payouts, the HRCC established the targets for 2010 compensation for our Named Executive Officers (other than Mr. Gallogly, who retired from the Company on May 22, 2009) under our four primary compensation programs. As discussed under “Performance-Based Pay Programs” beginning on page 47, with the exception of salary, the targeted amounts shown below are performance-based and, therefore, actual amounts received under such programs, if any, may differ from the targets shown below.


Name	Salary	2010 VCIP Target Value	2010 Stock Option Award Target Value	PSP VIII (2010- 2012) Target Value	Total 2010 Target Compensation
J.J. Mulva	$1,500,000	$2,025,000	$5,737,500	$5,737,500	$15,000,000
J.A. Carrig	1,145,000	1,259,500	3,549,500	3,549,500	9,503,500
S.L. Cornelius	698,016	579,353	1,099,375	1,099,375	3,476,119
R.M. Lance	659,016	546,983	1,037,950	1,037,950	3,281,899
K.O. Meyers	644,016	534,533	1,014,325	1,014,325	3,207,199

Stock Performance Graph

This graph shows ConocoPhillips’ cumulative total stockholder return over the five-year period from December 31, 2004, to December 31, 2009. The graph also shows the cumulative total returns for the same five-year period of the S&P 500 Index and our performance peer group of companies consisting of BP, Chevron, ExxonMobil, Royal Dutch Shell, and Total, weighted according to the respective peer’s stock market capitalization at the beginning of each annual period. The comparison assumes $100 was invested on December 31, 2004, in ConocoPhillips stock, in the S&P 500 Index and in ConocoPhillips’ peer group and assumes that all of the dividends were reinvested.

Five-Year Cumulative Total Stockholder Return

LOGO

Five Years Ended December 31, 2009


		December 31
	Initial	2005		2006		2007		2008		2009
ConocoPhillips	$100	$	137	$	173	$	217	$	131	$	134
Peer Group (1)	$100	$	113	$	141	$	172	$	131	$	141
S&P 500	$100	$	105	$	121	$	128	$	81	$	102

(1) Performance Peer Group consists of BP, Chevron, ExxonMobil, Royal Dutch Shell and Total.

Executive Compensation Tables

The following tables and accompanying narrative disclosures and footnotes provide information concerning total compensation paid to certain of our Senior Officers, referred to as Named Executive Officers. Please also see our discussion of the relationship between the “Compensation Discussion and Analysis” to these tables under “An Analysis of Compensation Paid to Our Executives” beginning on page 54. The data presented in the tables that follow include amounts paid to the Named Executive Officers by ConocoPhillips or any of its subsidiaries for 2009.

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below reflects amounts earned with respect to 2009 and performance-periods ending in 2009. We have excluded arrangements that are generally available to our U.S.-based salaried employees, such as our medical, dental, disability, and flexible spending account arrangements, since all of our Named Executive Officers are U.S.-based salaried employees. Based on the salary and total compensation amounts for Named Executive Officers for 2009 shown in the table below, salary accounted for approximately 11.5 percent of the total compensation of the Named Executive Officers and incentive compensation programs (stock awards, option awards, and non-equity incentive plan compensation) accounted for approximately 75.2 percent. For the CEO alone in 2009, salary accounted for approximately 10.4 percent of his total compensation and incentive compensation programs accounted for approximately 88.2 percent of his total compensation. These numbers reflect the emphasis placed by the Company on performance-based pay.


Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾	Option Awards ($)⁽⁴⁾	Non-Equity Incentive Plan Compensation ($)⁽⁵⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁶⁾	All Other Compensation ($)⁽⁷⁾	Total ($)
J.J. Mulva Chairman & CEO	2009	$1,500,000	$ —	$5,669,518	$5,737,576	$1,278,788	$ —	$ 202,779	$14,388,661	⁽⁸⁾
	2008	1,500,000	—	5,454,676	5,738,304	1,417,500	9,776,065	519,007	24,405,552
	2007	1,500,000	—	4,826,891	4,938,290	3,442,500	1,727,552	387,647	16,822,880
J.A. Carrig President & COO	2009	1,145,000	—	3,507,419	3,549,650	1,474,560	2,487,509	133,033	12,297,171
	2008	967,333	—	3,938,728	1,748,208	1,054,944	3,644,373	143,670	11,497,256
	2007	817,500	—	1,409,832	1,443,088	1,186,291	1,424,708	131,904	6,413,323
S.L. Cornelius Senior Vice President, Finance, and CFO	2009	688,008	—	1,055,177	1,068,808	575,615	926,945	73,968	4,388,521
	2008	599,667	—	814,518	857,648	514,522	774,791	106,244	3,667,390
	2007	515,000	—	1,071,958	639,388	596,607	1,088,376	84,684	3,996,013
R.M. Lance Senior Vice President, Exploration & Production– International	2009	649,508	—	996,020	1,008,436	637,117	693,413	53,171	4,037,665
	2008	590,167	—	814,518	857,648	512,371	460,200	85,007	3,319,911
	2007	499,000	—	911,777	623,314	545,032	210,937	79,096	2,869,156

K.O. Meyers Senior Vice President, Exploration & Production– Americas	2009	615,318	—	1,042,261	802,724	654,572	658,563	644,392	4,417,830
	2008	567,167	—	716,008	755,040	511,812	580,384	1,561,067	4,691,478
	2007	535,335	—	714,407	732,260	662,102	310,344	1,076,504	4,030,952

J.L. Gallogly ⁽⁹⁾ Executive Vice President, Exploration and Production	2009	531,900	—	2,086,300	2,111,902	438,731	—	83,006	5,251,839
	2008	938,458	—	1,710,321	1,800,480	991,322	2,842,903	177,640	8,461,124
	2007	858,666	—	1,657,259	1,696,700	1,237,698	1,046,381	135,267	6,631,971

(1)	Includes any amounts that were voluntarily deferred to the Company’s Key Employee Deferred Compensation Plan.

(2)

Because our primary short-term incentive compensation arrangement for salaried employees (the Variable Cash Incentive Program or VCIP) has mandatory performance measures that must be achieved before there is any payout to Named Executive Officers, amounts paid under VCIP are shown in the Non-Equity Incentive Plan Compensation ($) column of the table, rather than the Bonus ($) column.

(3)

Amounts shown represent the aggregate grant date fair value of awards made under the Performance Share Program (PSP) during each of the years indicated, as determined in accordance with FASB ASC Topic 718. See the “Share-Based Compensation Plans” section of Note 19 in the Notes to Consolidated Financial Statements in the Company’s 2009 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination.

The amounts shown for stock awards are from our PSP or for off-cycle awards, although no off-cycle awards were granted to any of the Named Executive Officers during 2009, 2008, or 2007. These may include awards that are expected to be finalized as late as 2012. The amounts shown for awards from PSP relate to the three-year performance period that began in the years presented. Performance periods under PSP generally cover a three-year period and, as a new performance period has begun each year since the program commenced, there are three overlapping performance periods ongoing at any time.

In December 2006, the HRCC approved the commencement of a performance period covering 2007 through 2009. In February 2007, the HRCC determined performance and approved final payout with regard to the performance period that began in 2004 and ended in 2006. In December 2007, the HRCC approved the commencement of a performance period covering 2008 through 2010. In February 2008, the HRCC determined performance and approved final payout with regard to the performance period that began in 2005 and ended in 2007. In February 2009, the HRCC approved the commencement of a performance period covering 2009 through 2011 and determined performance and approved final payout with regard to the performance period that began in 2006 and ended in 2008. In December 2009, the HRCC approved the commencement of a performance period covering 2010 through 2012. In February 2010, the HRCC determined performance and approved final payout with regard to the performance period that began in 2007 and ended in 2009.

In addition to the performance criteria contained within PSP, in order for a Named Executive Officer to receive any award under PSP beginning with the performance period that began in 2009, a second set of threshold criteria must be met. This tier of performance measure and methodology is designed to meet requirements for deductibility of this item of compensation under section 162(m) of the Internal Revenue Code. Pursuant to this tier, a maximum payment for the performance period under PSP is set, but it is subject to downward adjustment through the application of the generally applicable methodology for PSP awards discussed in the CD&A, so it effectively establishes a ceiling for PSP payouts to each Named Executive Officer. Performance criteria for the 2009 program year required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer: (1) Top two-thirds of specified companies in improvement in return on capital employed (adjusted net income); (2) Top two-thirds of specified companies in total stockholder return; (3) Top two-thirds of specified companies in cash per barrel-of-oil-equivalent; or (4) Cash from operations (normalized to assumptions made in our budgeting process as to price for oil equivalents and excluding non-cash working capital) of at least $30 billion. In addition to ConocoPhillips, the specified companies for this purpose were BP, Chevron, ExxonMobil, Royal Dutch Shell, and Total. The HRCC is scheduled to determine if this threshold has been achieved at its February 2012 meeting.

Amounts shown are targets set for awards for 2009, 2008, and 2007, since it is most probable at the setting of the target for the applicable performance periods that targets will be achieved. If payout was made at maximum levels for company performance, the amounts shown would double from the targets shown, although the value of the actual payout would be dependent upon the stock price at the time of the payout. If payout was made at minimum levels, the amounts would be reduced to zero. No adjustment is made to the target shown for prior years based upon any change in probability subsequent to the time the target is set. Changes to targets resulting from promotion or demotion of a Named Executive Officer are shown as awards in the year of the promotion or demotion, even though the awards may relate to a program period that began in an earlier year. Actual payouts with regard to the targets set for 2007 were approved by the HRCC at its February 2010 meeting, at which the Committee determined the payouts to be made to Senior Officers (including the Named Executive Officers) for the performance period that began in 2007 and ended in 2009. Those payouts were as follows (with values shown at fair market value on the date of payout): Mr. Mulva, 48,000 performance share units, $2,322,480; Mr. Carrig, 23,581 performance share units, $1,140,967; Mr. Cornelius, 7,856 performance share units, $380,113; Mr. Lance, 7,327 performance share units, $354,517; Mr. Meyers, 7,928 performance share units, $383,596; and Mr. Gallogly, 12,818 performance share units, $620,199.

Awards under PSP are made in restricted stock or restricted stock units that will generally be forfeited if the employee is terminated prior to the end of the escrow period set in the award (other than for death or following disability or after a change in control). For target awards for program periods beginning in 2008 and earlier, the escrow period lasts until separation from service, except in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, when the escrow period ends at the exceptional termination event. For target awards for program periods beginning in 2009 and later, the escrow period lasts five years from the grant of the award (which would be more than eight years after the beginning of the program period, when measured including the performance period) unless the employee makes an election

prior to the beginning of the program period to have the escrow period last until separation from service instead; except that in the cases of termination due to death, layoff, or retirement, or after disability or a change in control, the escrow period ends at the exceptional termination event. In the event of termination due to layoff or retirement after age 55 with five years of service, a value for the forfeited restricted stock or restricted stock units will generally be credited to a deferred compensation account for the employee for awards made prior to 2005; for later awards, restrictions lapse in the event of termination due to layoff or early retirement after age 55 with five years of service, unless the employee has elected to defer receipt of the stock until a later time.

(4)

Amounts represent the dollar amount recognized as the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718. See the “Share-Based Compensation Plans” section of Note 19 in the Notes to Consolidated Financial Statements in the Company’s 2009 Annual Report on Form 10-K for a discussion of the relevant assumptions used in this determination. All such options were awarded under the Company’s Stock Option (and Stock Appreciation Rights) Program. Options awarded to Named Executive Officers under that program generally vest in three equal annual installments beginning with the first anniversary from the date of grant and expire ten years after the date of grant. However, in the event that a Named Executive Officer has attained the early retirement age of 55 with 5 years of service, the value of the options granted is taken in the year of grant or over the number of months until the executive attains age 55 with 5 years of service.

Option awards are made in February of each year at a regularly-scheduled meeting of the HRCC. Occasionally, option awards may be made at other times, such as upon the commencement of employment of an individual. In determining the number of shares to be subject to these option grants, the HRCC used a Black-Scholes-Merton-based methodology to value the options. In February 2009, the HRCC determined option awards for that year, which become exercisable on the anniversary date of the grant in years 2010, 2011, and 2012. In February 2008, the HRCC determined option awards for that year, which become exercisable on the anniversary date of the grant in years 2009, 2010, and 2011. In February 2007, the HRCC determined option awards for that year, which became exercisable on the anniversary date of the grant in years 2008, 2009, and 2010. In February 2010, the HRCC determined option awards for that year, which become exercisable on the anniversary date of the grant in years 2011, 2012, and 2013, although the value for those awards will not appear in the tables until next year.

(5)

Includes amounts paid under VCIP, our primary non-equity short-term incentive arrangement, and includes amounts that were voluntarily deferred to the Company’s Key Employee Deferred Compensation Plan. For the 2009 program year, payments were made in February 2010, for the 2008 program year, payments were made in February 2009, and for the 2007 program year, payments were made in February 2008. See also note (2) above.

With regard to Named Executive Officers, the HRCC sets two tiers of performance criteria. First, performance criteria under VCIP apply to all eligible employees, including the Named Executive Officers. The HRCC assessed individual performance of Senior Officers, including all of the Named Executive Officers, at its February 2010 meeting for the 2009 program year, at its February 2009 meeting for the 2008 program year, and at its February 2008 meeting for the 2007 program year. Under VCIP, the amounts of individual awards are discretionary, but are expected, except in extraordinary cases, to range from zero to 200 percent of the target amount for the award year, based on the HRCC’s assessment of total Company and business unit performance, with an award for individual performance available of up to an additional 50 percent. At its February 2010 meeting, the HRCC approved the individual awards for Senior Officers, including the Named Executive Officers, for the 2009 program year. At its February 2009 meeting, the HRCC approved the individual awards for Senior Officers, including the Named Executive Officers, for the 2008 program year. At its February 2008 meeting, the HRCC approved the individual awards for Senior Officers, including the Named Executive Officers, for the 2007 program year. Individual awards for other employees were approved by the CEO effective at the same time.

In addition, in order for a Named Executive Officer to receive any award under VCIP a second set of threshold criteria must be met. This tier of performance measure and methodology is designed to meet requirements for deductibility of this item of compensation under section 162(m) of the Internal Revenue Code. Pursuant to this tier, a maximum payment for the performance period under VCIP is set, but it is subject to downward adjustment through the application of the generally applicable methodology for VCIP awards discussed in the prior paragraph, so it effectively establishes a ceiling for VCIP payments to each Named Executive Officer. Performance criteria for the 2009 program year required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer: (1) Top two-thirds of specified companies in improvement in return on capital employed (adjusted net income); (2) Top two-thirds of specified companies in total stockholder return; (3) Top two-thirds of specified companies in cash per barrel-of-oil-equivalent; or (4) Cash from operations (normalized to assumptions made in our budgeting process as to price for oil equivalents and excluding non-cash working capital) of at least $8 billion. In addition to ConocoPhillips, the specified companies for this purpose were BP, Chevron, ExxonMobil, Royal Dutch Shell, and Total. At its February 2010 meeting, the HRCC determined that this threshold had been achieved. Performance criteria for the 2008 program year required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer: (1) Top two-thirds of specified companies in improvement in return on capital employed (adjusted to purchase accounting); (2) Top two-thirds of specified companies in total stockholder return; (3) Top two-thirds of specified companies in income per barrel-of-oil-equivalent; or (4) Cash from operations (normalized to assumptions made in our budgeting process as to price for oil equivalents and excluding non-cash working capital) of at least $14.875 billion. In addition to ConocoPhillips, the

specified companies for this purpose were BP, Chevron, ExxonMobil, Royal Dutch Shell, and Total. At its February 2009 meeting, the HRCC determined that this threshold had been achieved. Performance criteria for the 2007 program year required that the Company meet one of the following measures as a threshold to an award being made to any Named Executive Officer: (1) Top two-thirds of specified companies in return on capital employed (adjusted to purchase accounting); (2) Top two-thirds of specified companies in total stockholder return; (3) Top two-thirds of specified companies in income per barrel-of-oil-equivalent; or (4) Cash from operations (normalized to assumptions made in our budgeting process as to price for oil equivalents and excluding non-cash working capital) of at least $14.5 billion. In addition to ConocoPhillips, the specified companies for this purpose were BP, Chevron, ExxonMobil, Royal Dutch Shell, and Total. At its February 2008 meeting, the HRCC determined that this threshold had been achieved.

(6)

Amounts represent the actuarial increase in the present value of the Named Executive Officer’s benefits under all pension plans maintained by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Interest rates assumption changes have a significant impact on the pension values with periods of lower interest rates having the effect of increasing the actuarial values reported and vice versa. Primarily as a result of such actuarial factors, the present value of the benefit to Mr. Mulva decreased from 2008 to 2009 by $7,885,466, although in accordance with SEC rules that do not permit the inclusion of values less than $0 for this column, an amount of zero is shown above.

(7)

As discussed in the Compensation Discussion and Analysis section of this proxy statement, ConocoPhillips provides its executives with a number of compensation and benefit arrangements. The tables below reflect amounts earned under those arrangements. We have excluded arrangements that are generally available to our U.S.-based salaried employees, such as our medical, dental, disability, and flexible spending account arrangements, since all of our Named Executive Officers are U.S.-based salaried employees. Certain of the amounts reflected below were paid in local currencies, which we value in this table in U.S. dollars using a monthly currency valuation for the month in which costs were incurred. For Mr. Lance, Singapore dollars were converted to U.S. dollars, and for Mr. Meyers, Canadian dollars were converted to U.S. dollars. All Other Compensation includes the following amounts, which were determined using actual cost paid by the Company unless otherwise noted:


Name		Personal Use of Company Aircraft^(a)	Automobile Provided by Company^(b)	Home Security^(c)	Financial Planning^(d)	Club Dues^(e)	Annual Physical^(f)	Executive Group Life Insurance Premiums^(g)
J.J. Mulva	2009	$ 3,375	$14,967	$ 874	$ —	$ —	$1,964	$11,880
	2008	54,802	25,409	230	20,000	—	3,032	11,880
	2007	35,309	22,740	10,498	20,000	—	—	11,880
J.A. Carrig	2009	—	—	—	—	—	795	5,908
	2008	—	—	—	—	—	867	4,898
	2007	—	—	—	—	—	665	4,219
S.L Cornelius	2009	—	—	—	—	—	638	3,550
	2008	—	—	—	10,000	—	1,276	1,633
	2007	—	—	—	10,000	1,306	—	1,405
R.M. Lance	2009	—	—	—	—	—	—	1,169
	2008	—	—	—	9,500	—	—	1,054
	2007	—	—	—	9,500	—	—	884
K.O. Meyers	2009	—	—	—	—	3,111	—	3,162
	2008	—	—	—	10,000	4,200	—	2,927
	2007	—	—	207	10,000	35,373	—	1,478
J.L. Gallogly	2009	—	—	945	—	—	6,097	2,188
	2008	—	—	599	1,454	—	2,994	4,803
	2007	—	—	6,652	2,600	—	265	4,431


Name		Tax Reimbursement Gross-Up^(h)	Relocation⁽ⁱ⁾	Expatriate^(j)	Director Charitable Gift Program^(k)	Matching Gift Program^(l)	Matching Contributions Under the Tax-Qualified Savings Plans^(m)	Company Contributions to Nonqualified Defined Contribution Plans⁽ⁿ⁾
J.J. Mulva	2009	$17,954	$ —	$ —	$ —	$18,000	$13,947	$119,818
	2008	27,163	—	—	113,537	18,500	22,576	221,878
	2007	8,427	—	—	43,628	18,000	22,668	194,497
J.A. Carrig	2009	745	—	—	—	30,000	13,947	81,638
	2008	—	—	—	—	2,500	22,576	112,829
	2007	—	—	—	—	24,500	22,668	79,852
S.L. Cornelius	2009	823	—	—	—	14,250	13,947	40,760
	2008	1,252	—	—	—	13,300	22,576	56,207
	2007	—	—	—	—	10,864	22,668	38,441
R.M. Lance	2009	—	—	—	—	—	13,947	38,055
	2008	367	—	—	—	1,000	22,576	50,510
	2007	733	—	3,680	—	7,500	22,967	33,832
K.O. Meyers	2009	849	18,587	572,297	—	800	14,299	31,287
	2008	—	—	1,466,980	—	1,484	20,063	55,413
	2007	—	24,826	935,161	—	—	23,199	46,260
J.L. Gallogly	2009	823	—	—	—	—	13,947	59,006
	2008	9,168	—	—	—	21,000	22,576	115,046
	2007	2,943	—	—	—	5,000	22,668	90,708

(a)

The Comprehensive Security Program of the Company requires that Mr. Mulva fly on Company aircraft, unless a determination is made by the Manager of Global Security that other arrangements are an acceptable risk. Numbers above represent the approximate incremental cost to ConocoPhillips for personal use of the aircraft, including travel for any family member or guest. Approximate incremental cost has been determined by calculating the variable costs for each aircraft during the year, dividing that amount by the total number of miles flown by that aircraft, and multiplying the result by the miles flown for personal use during the year. Included in incremental costs reported are $28 in 2009, $24,202 in 2008, and $20,551 in 2007 associated with flights to the Company hangar or other locations without passengers, commonly referred to as “deadhead” flights. Effective June 22, 2007, the Company and Mr. Mulva entered into an agreement, the Time Share Agreement, with regard to certain of the Company’s aircraft, pursuant to which Mr. Mulva agreed to reimburse the Company for his personal use of the aircraft, subject to certain limitations required by the Federal Aviation Administration. The amounts shown for incremental costs related to the personal use of an aircraft by Mr. Mulva reflect the net incremental costs to the Company after giving effect to any reimbursements received under the Time Share Agreement.

(b)

The value shown in the table represents the approximate incremental cost to the Company of providing and maintaining an automobile, excluding Company security personnel. Approximate incremental cost was calculated using actual expenses incurred during the year. Other executives and employees of the Company may also be required to use Company-provided transportation and security personnel, especially when traveling or living outside of the United States, in accordance with risk assessments made by the Company’s Manager of Global Security.

(c)

The use of a home security system is required as part of ConocoPhillips’ Comprehensive Security Program for certain executives and employees, including the Named Executive Officers noted above, based on risk assessments made by the Company’s Manager of Global Security. Amounts shown represent the approximate incremental cost to ConocoPhillips for the installation and maintenance of the home security system with features required by the Company in excess of the cost of a “standard” system typical for homes in the neighborhoods where the Named Executive Officers’ homes are located. The Named Executive Officer pays the cost of the “standard” system himself.

(d)

Historically, the Company had an Executive Financial Planning Program under which financial and tax planning expenses incurred by eligible executives were reimbursed by the Company up to $20,000 for the CEO and up to $10,000 for other Named Executive Officers. This personal benefit was discontinued effective at the end of 2008.

(e)

Historically, the Company had provided a nominal amount for membership in a social club to certain executives for use in conducting Company business. The amount shown here is for annual dues since it is possible for the executive to use the club for personal use. No other amounts for personal use were reimbursed or paid by the Company, although the Company did pay or reimburse any amounts for business use of the club, such as entertaining customers. This personal benefit was discontinued for executives located in the United States effective at the end of 2007. The amounts shown for Mr. Meyers relate to club memberships held while serving in Canada.

(f)

The Company maintains a program under which costs associated with annual physical examinations of eligible employees, including the Named Executive Officers, are paid for by the Company.

(g)

The amounts shown are for premiums paid by the Company for executive group life insurance provided by the Company, with a value equal to the employee’s annual salary. In addition, certain employees of the Company, including the Named Executive Officers, are eligible to purchase group variable universal life insurance policies for which the employee pays all costs, so that there is no incremental cost to the Company.

(h)

The amounts shown are for payments by the Company relating to certain taxes incurred by the employee. These primarily occur when the Company requests family members or other guests to accompany the employee to Company functions and, as a result, the employee is deemed to make a personal use of Company assets (for example, when a spouse accompanies an employee on a Company aircraft). The Company believes that such travel is appropriately characterized as a business expense and, if the employee is imputed income in accordance with the applicable tax laws, the Company will generally reimburse the employee for any increased tax costs.

(i)

Mr. Meyers relocated from Canada to our Houston offices in connection with his appointment as Senior Vice President, Exploration and Production – Americas in 2009. The Company, in accordance with its standard relocation policies, reimbursed Mr. Meyers for certain of his relocation costs, including payments for increased tax costs related to such relocation costs.

(j)

Messrs. Lance and Meyers were previously on assignment in Singapore and Canada, respectively. These amounts reflect net expatriate benefits under our standard policies for such service outside the United States, and these amounts include payments for increased tax costs related to such expatriate assignments and benefits. Not included in the footnote table are values less than $0 that primarily relate to tax amounts returned to the company in the normal course of the expatriate tax protection process that may relate to a prior period. These amounts are returned to the Company when they are known or received through the tax reporting and filing process. The amounts noted for Mr. Lance were $(314,163) in 2009, $(43,857) in 2008 and $0 in 2007. The amounts noted for Mr. Meyers were $(164,564) in 2009, $(33,002) in 2008 and $0 in 2007.

(k)

Mr. Mulva is a member of the Board of Directors and as such was entitled to participate in the Director Charitable Gift Program. This program allowed eligible directors to designate charities and tax-exempt educational institutions to receive a donation from the Company of up to $1 million upon his or her death. Directors were vested in the program after one year of service on the Board, and Mr. Mulva was thus eligible. In 2008, as part of its regular review of the compensation of directors, the Committee on Directors’ Affairs decided to discontinue the Director Charitable Gift Program for current directors and future director appointees. With respect to current directors, the Company made payments equal to the net present value of the outstanding awards to charities designated by such directors in 2008. Amounts above reflect the cost to the Company of the 2008 payments, less any costs reported in previous periods with respect to the Director Charitable Gift Program.

(l)

The Company maintains a Matching Gift Program under which certain gifts by employees to qualified educational or charitable institutions are matched. For executives, the program matches up to $15,000 with regard to each program year. Administration of the program can cause more than $15,000 to be paid in a single fiscal year of the Company, due to processing claims from more than one program year in that single fiscal year. The amounts shown are for the actual payments by the Company during the year. In December 2009, the Board of Directors approved changes in the Matching Gift Program provisions for employees that brought it into parity with the provisions for executives, effective in 2010.

(m)

Under the terms of its tax-qualified defined contribution plans, the Company makes matching contributions and allocations to the accounts of its eligible employees, including the Named Executive Officers.

(n)

Under the terms of its nonqualified defined contribution plans, the Company makes contributions to the accounts of its eligible employees, including the Named Executive Officers. See the narrative, table, and notes to the “Nonqualified Deferred Compensation Table” for further information.

(8)

In accordance with SEC rules prohibiting issuers from reporting a negative value in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)” column, Mr. Mulva’s total compensation for 2009 excludes the effect of a $7,885,466 decrease in the net present value of Mr. Mulva’s pension benefits in 2009. Including the effects of this decrease in value, Mr. Mulva’s total compensation in 2009, as reported in the Summary Compensation Table, would have been $6,503,195.

(9)

Mr. Gallogly became an employee of ConocoPhillips on April 1, 2006. Prior to joining ConocoPhillips, Mr. Gallogly was President and Chief Executive Officer for Chevron Phillips Chemical Company LLC. ConocoPhillips owns a 50 percent interest in Chevron Phillips Chemical Company LLC. None of the compensation or benefits earned by Mr. Gallogly as an employee of Chevron Phillips Chemical Company LLC is included in the Table. Mr. Gallogly retired from ConocoPhillips effective May 22, 2009.

With regard to the retirement of Mr. Gallogly, awards under VCIP and PSP (respectively reflected in the Non-Equity Incentive Plan Compensation ($) and Stock Awards ($) columns above) are usually reduced to reflect service for less than the full time of the relevant performance period, subject to the discretion of the HRCC to set actual payout. For PSP, except in cases of death, disability, or demotion, if the employee has participated for less than a year in a program period, awards related to that program period are forfeited. The amounts shown for VCIP in the Non-Equity Incentive Plan Compensation ($) column above reflect actual amounts paid for the applicable time. The amounts shown for PSP in the Stock Awards column ($) above reflect the gross targets set for awards for 2009, 2008, and 2007. For 2007, relating to the performance period beginning in 2007, amounts shown were paid out in accordance with the decision of the HRCC at its February 2010 meeting, and reflect reductions for service of less than the full time of the performance period. For 2008, relating to the performance period beginning in 2008, the amounts shown reflect the gross target amount prior to any such reductions, although it is expected that the HRCC will reduce the payout to be determined at its February 2011 meeting to account for service for only 16 full months during the three-year performance period. Due to his retirement less than one year after the beginning of the PSP performance period that began in 2009, Mr. Gallogly will no longer participate in such performance period.

For options (2009 option grant of which is reflected in the Option Awards ($) column), except in cases of death or disability, the Stock Option Program provides that if an employee retires prior to a date six months from the grant date, the option award will be forfeited. The 2009 option amounts shown in the Option Awards ($) column for Mr. Gallogly reflect the full amount of the stock options awarded to Mr. Gallogly under the Stock Option Program in 2009, although, due to his retirement less than six months after the grant date and in accordance with the terms of the award, these options were forfeited at the time of his retirement.

GRANTS OF PLAN-BASED AWARDS TABLE

The Grants of Plan-Based Awards Table is used to show participation by the Named Executive Officers in the incentive compensation arrangements described below.

The columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards show information regarding the ConocoPhillips Variable Cash Incentive Program (VCIP). The amounts shown in the Table are those applicable to the 2009 program year using a minimum of zero and a maximum of 250 percent of VCIP target for each participant and do not represent actual payouts for that program year. Actual payouts for the 2009 program year were made in February 2010 and are shown in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

The columns under the heading Estimated Future Payouts Under Equity Incentive Plan Awards show information regarding the ConocoPhillips Performance Share Program (PSP). The amounts shown in the Table are those set for 2009 compensation tied to the 2009 through 2011 program period under PSP (PSP VII) and do not represent actual payouts for that program year. Actual payouts of restricted stock or restricted stock units, if any, for PSP VII are not expected to be made until February 2012, after the close of the three-year performance period.

The All Other Option Awards column reflects option awards granted under our Stock Option (and Stock Appreciation Rights) Program (SOP). The option awards shown were granted on the same day that the target was approved. For the 2009 program year under SOP, targets were set and awards granted at the regularly scheduled February 2009 meeting of the HRCC.


Name	Grant Date⁽¹⁾	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽²⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽³⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾	Exercise or Base Price of Options Awards Average Price ($Sh)⁽⁵⁾	Exercise or Base Price of Options Awards Closing Price ($Sh)⁽⁶⁾	Grant Date Fair Value of Stock and Options Awards⁽⁷⁾
Name	Grant Date⁽¹⁾	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)					Grant Date Fair Value of Stock and Options Awards⁽⁷⁾
J.J. Mulva		$ —	$2,025,000	$5,062,500	—	—	—	—	—	$ —	$ —	$ —
	2/12/2009	—	—	—	—	124,687	249,374	—	—	—	—	5,669,518
	2/12/2009	—	—	—	—	—	—	—	513,200	45.47	46.20	5,737,576
J.A. Carrig		—	1,259,500	3,148,750	—	—	—	—	—	—	—	—
	2/12/2009	—	—	—	—	77,137	154,274	—	—	—	—	3,507,419
	2/12/2009	—	—	—	—	—	—	—	317,500	45.47	46.20	3,549,650
S.L. Cornelius		—	571,047	1,427,618	—	—	—	—	—	—	—	—
	2/12/2009	—	—	—	—	23,206	46,412	—	—	—	—	1,055,177
	2/12/2009	—	—	—	—	—	—	—	95,600	45.47	46.20	1,068,808
R.M. Lance		—	539,092	1,347,730	—	—	—	—	—	—	—	—
	2/12/2009	—	—	—	—	21,905	43,810	—	—	—	—	996,020
	2/12/2009	—	—	—	—	—	—	—	90,200	45.47	46.20	1,008,436
K.O. Meyers		—	503,023	1,257,558	—	—	—	—	—	—	—	—
	2/12/2009	—	—	—	—	17,433	34,866	—	—	—	—	792,679
	2/12/2009	—	—	—	—	—	—	—	71,800	45.47	46.20	802,724
	5/14/2009	—	—	—	—	726	1,452	—	—	—	—	32,380
	5/14/2009	—	—	—	—	1,461	2,922	—	—	—	—	65,161
	5/14/2009	—	—	—	—	3,409	6,818	—	—	—	—	152,041
J.L. Gallogly⁽⁸⁾		—	390,678	976,695	—	—	—	—	—	—	—	—
	2/12/2009	—	—	—	—	45,883	91,766	—	—	—	—	2,086,300
	2/12/2009	—	—	—	—	—	—	—	188,900	45.47	46.20	2,111,902

(1)

The grant date shown is the date on which the HRCC approved the target, except with regard to the May 14, 2009 awards shown for Mr. Meyers. Under the terms of the Performance Share Program, an adjustment in the target and maximum awards under three ongoing performance periods automatically occurred on the effective date of his promotion, which promotion was effective May 14, 2009, and was approved by the HRCC.

(2)

Threshold and maximum are based on the program provisions under VCIP. Actual awards earned can range from zero to 200 percent of the target awards for corporate and business unit performance, with a further possible adjustment of up to 50 percent of the target awards for individual performance. Amounts reflect estimated possible cash payouts under the Company’s VCIP after the close of the performance period. The estimated amounts are calculated based on the applicable annual target and base salary for each Named Executive Officer in effect for the 2009 performance period. If threshold levels of performance are not met, then the payout can be zero. The HRCC also retains the authority to make awards under the program at its discretion, including the discretion to make awards greater than the maximum payout. Actual payouts under the VCIP for 2009 are based on actual base salaries earned in 2009 and are reflected in the Non-Equity Incentive Plan Compensation ($) column of the Summary Compensation Table.

(3)

Threshold and maximum are based on the program provisions under PSP. Actual awards earned can range from zero to 200 percent of the target awards. The HRCC retains the authority to make awards under the program at its discretion, including the discretion to make awards greater than the maximum payout. Mr. Meyers was promoted effective May 14, 2009, resulting, under the terms of the Performance Share Program, in an adjustment in the target and maximum awards under three ongoing performance periods. This adjustment is shown as separate awards on that date.

(4)	These amounts represent stock options granted during 2009.

(5)

The exercise price is the average of the high and low prices of ConocoPhillips common stock, as reported on the NYSE, on the date of the grant (or on the last preceding date for which there was a reported sale, in the absence of any reported sales on the grant date); therefore, on the grant date, the option has no immediately realizable value and any potential payout reflects an increase in share price after the grant date. The Company’s stockholder-approved 2009 Omnibus Stock and Performance Incentive Plan provides for the use of such an average price in setting the exercise price on options, unless the HRCC directs otherwise. The immediate predecessor plan, the stockholder-approved 2004 Omnibus Stock and Performance Incentive Plan, had the same provision. Grants made before May 13, 2009, were made under the 2004 Plan.

(6)	The closing price is the closing price of ConocoPhillips common stock, as reported on the NYSE, on the date of the grant.

(7)

For equity incentive plan awards, these amounts represent the grant date fair value at target level under PSP as determined pursuant to FASB ASC Topic 718. For option awards, these amounts represent the grant date fair value of the option awards using a Black-Scholes-Merton-based methodology to value the options. Actual value realized upon option exercise depends on market prices at the time of exercise. For other stock awards, these amounts represent the grant date fair value of the restricted stock or restricted stock unit awards determined pursuant to FASB ACR Topic 718. See the “Share-Based Compensation Plans” section of Note 19 in the Notes to Consolidated Financial Statements in the Company’s 2009 Annual Report on Form 10-K, for a discussion of the relevant assumptions used in this determination. Under the terms of the Performance Share Program, Mr. Meyers received incremental targeted awards on the three ongoing performance periods due to a change in salary grade.

(8)

With regard to the retirement of Mr. Gallogly, awards under VCIP and PSP (the target award levels of which are reflected in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards and Estimated Future Payouts Under Equity Incentive Plan Awards columns) are usually reduced to reflect service for less than the full time of the relevant performance period, subject to the discretion of the HRCC to set actual payout. For VCIP, the amount reflects estimated possible cash payouts under the Company’s VCIP after the close of the performance period. The estimated amounts are calculated based on the applicable annual target and base salary for each Named Executive Officer in effect for the 2009 performance period. For PSP, except in cases of death, disability, or demotion, if the employee has participated for less than a year in a program period, awards related to that program period are forfeited. The PSP amounts shown above reflect the gross amount prior to any such reductions. The actual payout for VCIP for Mr. Gallogly for the 2009 program year is shown in the Summary Compensation Table. Due to his retirement less than one year after the beginning of the performance period, Mr. Gallogly forfeited the target awards for PSP for the 2009 through 2011 performance period shown in the Table above, and his target for that award was reduced to zero, as discussed in the applicable footnote to the Summary Compensation Table. Not related to the PSP targets for the 2009 through 2011 performance period shown in the Table above, Mr. Gallogly’s targets for PSP relating to the performance periods beginning in 2007 and 2008 were reduced to reflect service of less than the full time of the respective performance periods.

For options (2009 option grant of which is reflected in the All Other Option Awards: Number of Securities Underlying Options (#) column), except in cases of death or disability, if the employee retires prior to a date six months from the grant date, the option award will be forfeited. The option amounts shown above reflect the gross amount prior to any such reductions. Due to his retirement less than six months after the grant date, Mr. Gallogly forfeited his 2009 stock option award, and his payout for that award was reduced to zero, as discussed in the applicable footnote to the Summary Compensation Table.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


	Option Awards⁽¹⁾						Stock Awards⁽⁶⁾
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽²⁾	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
J.J. Mulva	335,600	—		—	$31.140	10/9/2010	—	$ —	—	$ —
	478,000	—		—	27.385	10/8/2011	—	—	—	—
	1,500,000	—		—	25.655	11/17/2011	—	—	—	—
	1,500,000	—		—	32.065	11/17/2011	—	—	—	—
	12,738	—		—	23.550	10/22/2012	—	—	—	—
	413,062	—		—	23.550	10/22/2012	—	—	—	—
	606,000	—		—	24.370	2/10/2013	—	—	—	—
	745,200	—		—	32.810	2/8/2014	—	—	—	—
	392,800	—		—	47.830	2/4/2015	—	—	—	—
	268,800	—		—	59.075	2/10/2016	—	—	—	—
	184,333	92,167	(3)	—	66.370	2/8/2017	—	—	—	—
	98,800	197,600	(4)	—	79.380	2/14/2018	—	—	—	—
	—	513,200	(5)	—	45.470	2/12/2019	—	—	—	—
							2,835,558	144,811,947	193,403	9,877,091
J.A. Carrig	10,200	—		—	27.385	10/8/2011	—	—	—	—
	49,662	—		—	23.550	10/22/2012	—	—	—	—
	122,200	—		—	24.370	2/10/2013	—	—	—	—
	126,200	—		—	32.810	2/8/2014	—	—	—	—
	104,600	—		—	47.830	2/4/2015	—	—	—	—
	78,500	—		—	59.075	2/10/2016	—	—	—	—
	53,866	26,934	(3)	—	66.370	2/8/2017	—	—	—	—
	30,100	60,200	(4)	—	79.380	2/14/2018	—	—	—	—
	—	317,500	(5)	—	45.470	2/12/2019	—	—	—	—
							445,725	22,763,176	114,251	5,834,799
S.L. Cornelius	45,000	—		—	32.810	2/8/2014	—	—	—	—
	47,600	—		—	47.830	2/4/2015	—	—	—	—
	32,500	—		—	59.075	2/10/2016	—	—	—	—
	23,866	11,934	(3)	—	66.370	2/8/2017	—	—	—	—
	14,766	29,534	(4)	—	79.380	2/14/2018	—	—	—	—
	—	95,600	(5)	—	45.470	2/12/2019	—	—	—	—
							120,989	6,178,908	33,467	1,709,160

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

(Continued)


	Option Awards⁽¹⁾						Stock Awards⁽⁶⁾
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽²⁾	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
R.M. Lance	1,600	—		—	$ 32.160	9/11/2010	—	$ —	—	$ —
	3,560	—		—	31.140	10/9/2010	—	—	—	—
	623	—		—	27.770	12/1/2011	—	—	—	—
	10,786	—		—	23.550	10/22/2012	—	—	—	—
	24,400	—		—	32.810	2/8/2014	—	—	—	—
	33,400	—		—	47.830	2/4/2015	—	—	—	—
	22,700	—		—	59.075	2/10/2016	—	—	—	—
	23,266	11,634	(3)	—	66.370	2/8/2017	—	—	—	—
	14,766	29,534	(4)	—	79.380	2/14/2018	—	—	—	—
	—	90,200	(5)	—	45.470	2/12/2019	—	—	—	—
							102,597	5,239,629	32,166	1,642,718
K.O. Meyers	38,574	—		—	31.140	10/9/2010	—	—	—	—
	20	—		—	31.140	10/9/2010	—	—	—	—
	1,606	—		—	31.140	10/9/2010	—	—	—	—
	5,400	—		—	28.170	2/12/2011	—	—	—	—
	79,800	—		—	32.810	2/8/2014	—	—	—	—
	58,600	—		—	47.830	2/4/2015	—	—	—	—
	38,600	—		—	59.075	2/10/2016	—	—	—	—
	27,333	13,667	(3)	—	66.370	2/8/2017	—	—	—	—
	13,000	26,000	(4)	—	79.380	2/14/2018	—	—	—	—
	—	71,800	(5)	—	45.470	2/12/2019	—	—	—	—
							151,781	7,751,456	31,323	1,599,666
J.L. Gallogly⁽⁷⁾	1,800	—		—	31.470	9/26/2010	—	—	—	—
	63,200	—		—	64.770	4/4/2016	—	—	—	—
	63,333	31,667	(3)	—	66.370	2/8/2017	—	—	—	—
	31,000	62,000	(4)	—	79.380	2/14/2018	—	—	—	—
							12,818	654,615	9,576	489,046

(1)

All options shown in the table have a maximum term for exercise of ten years from the grant date. Under certain circumstances, the terms for exercise may be shorter, and in certain circumstances, the options may be forfeited and cancelled. All awards shown in the table have associated restrictions upon transferability.

(2)

The options shown in this column vested and became exercisable in 2009 or prior years (although under certain termination circumstances, the options may still be forfeited). Following the merger of Conoco and Phillips, options become exercisable in one-third increments on the first, second and third anniversaries of the grant date.

(3)	Represents the final one-third vesting of the February 8, 2007 grant, which became exercisable on February 8, 2010.

(4)	Represents the final two-thirds vesting of the February 14, 2008 grant, half of which became exercisable on February 14, 2010, and the other half will become exercisable on February 14, 2011.

(5)	Represents the February 12, 2009 grant, one-third of which became exercisable on February 12, 2010, one-third of which will become exercisable on February 12, 2011, and the final third will become exercisable on February 12, 2012.

(6)

No stock awards were made to the Named Executive Officers in 2009 except as a long-term incentive award under the Company’s Performance Share Program (shown in the columns labeled “Stock Awards”) or pursuant to elections made by a Named Executive Officer to receive cash compensation in the form of restricted stock units. Amounts above include PSP awards for the three-year performance period ending December 31, 2009 (PSP V), as follows: Mr. Mulva, 48,000 shares; Mr. Carrig, 23,581 shares; Mr. Cornelius, 7,856 shares; Mr. Lance, 7,327 shares; Mr. Meyers, 7,928 shares; and Mr. Gallogly 12,818 shares. Stock awards shown in the columns entitled Number of Shares or Units of Stock that have Not Vested (#) and Market Value of Shares or Units of Stock that have Not Vested ($) continue to have restrictions upon transferability. Under PSP, stock awards are made in the form of restricted stock units or restricted stock, the former having been used in the most recent awards. The terms and conditions of both are substantially the same, requiring restriction on transferability until separation from service from the Company, although for performance periods beginning in 2009, restrictions will lapse five years from the anniversary of the grant date unless the employee has elected prior to the beginning of the performance period to defer the lapsing of such restrictions until separation from service from the Company. Except in cases where the five-year provision applies, forfeiture is expected to occur if the separation is not the result of death, disability, layoff, retirement after the executive has reached the age of 55 with 5 years of service, or after a change of control, although the HRCC has the authority to waive forfeiture. Restricted stock awards have voting rights and pay dividends. Restricted stock unit awards have no voting rights and pay dividend equivalents. Dividend equivalents, if any, on restricted stock units held are paid in cash or credited to each officer’s account in the form of additional stock units. Neither pays dividends or dividend equivalents at preferential rates. Restricted stock held by the Named Executive Officers prior to November 17, 2001, was converted to restricted stock units prior to the completion of the merger, with the original restrictions still in place. In addition to stock awards actually granted, the Table reflects potential stock awards to Named Executive Officers under ongoing performance periods for PSP, for the performance periods from 2008 through 2010 and 2009 through 2011. These are shown at target levels in the columns entitled Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) and Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($). There is no assurance that these awards will be granted at, below, or above target after the end of the relevant performance periods, as the determination of whether to make an actual grant and the amount of any actual grant for Named Executive Officers is within the discretion of the HRCC. Until an actual grant is made, these target awards have no voting rights and pay no dividends or dividend equivalents. Stock awards shown reflect closing price at the end of 2009 ($51.07 as of December 31, 2009).

Amounts presented in Number of Shares or Units of Stock that have Not Vested (#) and Market Value of Shares or Units of Stock that have Not Vested ($) represent restricted stock and restricted stock unit awards granted with respect to prior periods. The plans and programs under which such grants were made provide that awards made in the form of restricted stock and restricted stock units be held in such form until the recipient retires. If such awards immediately vested upon completion of the relevant performance period, as we are informed by our compensation consultant is more typical for restricted stock programs, the amounts reflected in this column would be zero.

(7)

Mr. Gallogly retired effective May 22, 2009. With regard to the option awards for Mr. Gallogly reflected in the Option Awards columns, the terms and conditions generally allow them to be exercised for up to ten years from the date of the initial grant. Grants made in 2007 and 2008 became, or will become, exercisable in one-third increments on the anniversary dates of the grants, and Mr. Gallogly’s retirement did not accelerate or terminate that exercisability. With regard to stock awards, target awards under PSP (the target award levels of which are reflected in the columns entitled Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) and Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)) are usually reduced to reflect service for less than the full time of the relevant performance period, subject to the discretion of the HRCC to set actual payout. The amounts shown reflect the prorated target amounts. The payout for PSP performance in the 2008 through 2010 performance period shown in the Table above is not expected to be determined by the HRCC until its 2011 meeting at which it makes compensation decisions, which is expected to occur in February of that year. Restrictions on all outstanding stock awards from earlier performance periods (including the 12,818 shares awarded in February 2010 with regard to PSP for the performance period from 2007 through 2009) lapsed due to the retirement of Mr. Gallogly, and payout in unrestricted stock was made 6 months after the date of his retirement. For the Stock Option Program and PSP, except in cases of death, disability, or demotion, if the employee has participated for less than a year in a program period, awards related to that program period are forfeited. The amounts shown above for option awards and target awards under PSP made for the 2009 through 2011 performance period reflect the net amount after such reductions. Due to his retirement, Mr. Gallogly forfeited the option awards for the 2009 program period and the target awards for PSP for the 2009 through 2011 performance period shown in the Table above, and his payout for those awards was reduced to zero, as shown in the applicable footnote to the Summary Compensation Table.

OPTION EXERCISES AND STOCK VESTED


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized Upon Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized Upon Vesting ($)
J.J. Mulva	373,600	$8,280,584	—	$ —
J.A. Carrig	—	—	—	—
S.L. Cornelius	—	—	—	—
R.M. Lance	—	—	—	—
K.O. Meyers⁽¹⁾	—	—	3,680	178,112
J.L. Gallogly⁽²⁾	6,272	120,767	85,183	4,507,033

(1)

Mr. Meyers participated in a predecessor program to the Company’s PSP, the Phillips Petroleum Company Long Term Incentive Plan. Under the historical administration of that plan, the HRCC may, after an employee reaches age 55, lapse the restrictions on some or all of the outstanding restricted stock or restricted stock units that an employee has been granted under that plan. Mr. Meyers indicated to the HRCC that he preferred to have restrictions lapse on certain restricted stock units issued for the LTIP VII and VIII performance periods, which such units Mr. Meyers had been vested in under the terms and conditions of the awards due to the merger of Conoco and Phillips in 2002. The amounts shown in the Table represent the value of the stock related to the units for which the restrictions were lapsed by action of the HRCC in 2009.

(2)

Mr. Gallogly retired effective May 22, 2009. Under the terms and conditions of the stock awards that were in the form of restricted stock and restricted stock units, restrictions upon transferability lapsed and amounts were delivered 6 months after retirement in unrestricted shares or shares were forfeited and the value credited to the Key Employee Deferred Compensation Plan. Amounts for target awards for performance periods under PSP beginning in 2007 and later are shown in the Outstanding Equity Awards at Fiscal Year-End Table rather than in the Table above, since, as discussed in the applicable footnote to Outstanding Equity Awards at Fiscal Year-End Table, determination of the amount of the payout and delivery, if any, is delayed until after 2009.

PENSION BENEFITS

ConocoPhillips maintains several defined benefit plans for its eligible employees. With regard to U.S.-based salaried employees, the defined benefit plan that is qualified under the Internal Revenue Code is the ConocoPhillips Retirement Plan (CPRP).

The CPRP is a non-contributory plan that is funded through a trust. The CPRP consists of eight titles, each one corresponding to a different pension formula and having numerous other differences in terms and conditions. Employees are eligible for current participation in only one title (although an employee may also have a frozen benefit under one or more other titles), and eligibility is based on heritage company and time of hire. Of the Named Executive Officers, Messrs. Mulva, Carrig, Lance, Meyers, and Gallogly (having been employees of Phillips) are eligible for, and vested in, benefits under Title I of the CPRP and Mr. Cornelius (having been an employee of Conoco) is eligible for, and vested in, benefits under Title IV. Titles I and IV each provide a final average earnings type of pension benefit for eligible employees payable at normal or early retirement from the Company. Under each of Titles I and IV, normal retirement occurs upon termination on or after age 65. Under Title I, early retirement can occur at age 55 with five years of service (or if laid off during or after the year in which the participant reaches age 50), while under Title IV, early retirement can occur at age 50 with ten years of service. Under Title I, early retirement benefits are reduced by five percent per year for each year before age 60 that benefits are paid, but for benefits that commence at age 60 through age 65, the benefit is unreduced. Under Title IV, early retirement benefits are reduced by five percent per year for each year before age 57 that benefits are paid and four percent per year that benefits are paid between ages 57 and 60. Messrs. Mulva, Carrig, Meyers, Cornelius, and Gallogly were eligible for early retirement at the end of 2009. Mr. Lance was not eligible for early retirement at the end of 2009. Under Titles I and IV, employees become vested in the benefits after five years of service, and all of the Named Executive Officers are vested in their benefits. Titles I and IV allow the employee to elect the form of benefit payment from among several annuity types or a single sum payment option, but all of the options are actuarially equivalent. The election for form of benefit is made at retirement.

For Title I and Title IV, the benefit formula applicable to our eligible Named Executive Officers is the same. Retirement benefits are calculated as the product of 1.6 percent times years of credited service multiplied by the final annual eligible average compensation. For Title I, final annual eligible average compensation is calculated using the three highest consecutive years in the last ten calendar years before retirement plus the year of retirement. For Title IV, final annual eligible average compensation is calculated using the higher of the highest three years of compensation or the highest consecutive 36 months of compensation. In each case, such benefits are reduced by the product of 1.5 percent of the annual primary Social Security benefit multiplied by years of credited service, although a maximum reduction limit of fifty percent may apply in certain cases. The formula below provides an illustration as to how the retirement benefits are calculated. For purposes of the formula, “pension compensation” denotes the final annual eligible average compensation described above.

[

1.6%

Pension
Compensation

Years of Credited
Service

]

–

[

1.5%

Annual
Primary SS
Benefit

Years of
Credited
Service

]

Eligible pension compensation generally includes salary and annual incentive compensation. However, under Title I, in the event that an eligible employee receives layoff benefits from the Company, eligible pension compensation includes the annualized salary for the year of layoff, rather than actual salary, and years of credited service are increased by any period for which layoff benefits are calculated. Furthermore, certain foreign service as an employee of Phillips is counted as time and a quarter when determining the service element in the benefit formula under Title I.

Eligible pension compensation under Titles I and IV is limited in accordance with the Internal Revenue Code. In 2009, that limit was $245,000. The Internal Revenue Code also limits the annual benefit (expressed as an annuity) available under Titles I and IV. In 2009, that limit was $195,000 (reduced actuarially for ages below 62).

In addition, the Company maintains several nonqualified pension plans. These are funded through the general assets of the Company, although the Company also maintains trusts of the type generally known as “rabbi trusts” that may be used to pay benefits under the nonqualified pension plans. The plan available to the Named Executive Officers is the ConocoPhillips Key Employee Supplemental Retirement Plan (KESRP). This plan is designed to replace benefits that would otherwise not be received due to limitations contained in the Internal Revenue Code that apply to qualified plans. The two such limitations that most frequently impact the benefits to employees are the limit on compensation that can be taken into account in determining benefit accruals and the maximum annual pension benefit. In 2009, the former limit was set at $245,000, while the latter was set at $195,000. The KESRP determines a benefit without regard to such limits, and then reduces that benefit by the amount of benefit payable from the related qualified plan, the CPRP. Thus, in operation the combined benefits payable from the related plans for the eligible employee equals the benefit that would have been paid if there had been no limitations imposed by the Internal Revenue Code. Benefits under KESRP are generally paid in a single sum the later of age 55 or six months after retirement. When payments do not begin until after retirement, interest at then current six-month T-bill rates will, under most circumstances, be credited on the delayed benefits. Distribution may also be made upon a determination of death or disability.

Certain foreign service as an employee of Phillips is counted as time and a quarter when determining the service element in the benefit formula under KESRP. Also under KESRP, certain incentive payments approved by the Phillips Board of Directors in 2000 are considered as pension compensation. Otherwise, the benefit formulas under KESRP take into account only actual service with the employer and compensation arising from salary and annual incentive compensation (including annual incentive compensation that is performance-based and is included in the Summary Compensation Table as Non-Equity Incentive Plan Compensation for that reason). The footnotes below provide further detail on extra credited service and compensation.

Messrs. Lance and Meyers were employees of ARCO Alaska, which was acquired by Phillips in 2000. As such, a special provision applies in the calculation of their pension benefits under Title I. First, we calculate a benefit under the Title I formula using service with both ARCO and ConocoPhillips, subtracting from the result the value of the benefit under the ARCO plan through the time of the acquisition (for which the BP Retirement Accumulation Plan remains liable, after the acquisition of ARCO by BP and certain plan mergers). Next, we calculate a benefit under the Title I formula using only service with ConocoPhillips. We compare the results of the two methods and the employee receives the larger benefit. For Messrs. Lance and Meyers, that calculation currently provides a larger benefit under the first method. The Table reflects that benefit, showing only the value payable from the plan of ConocoPhillips, not from the BP Retirement Accumulation Plan.

Except where otherwise noted, assumptions used in calculating the present value of accumulated benefits in the Table are found in Note 19 in the Notes to Consolidated Financial Statements in the Company’s 2009 Annual Report on Form 10-K.


Name	Plan Name	Number of Years Credited Service (#)⁽¹⁾	Present Value of Accumulated Benefit ($)⁽²⁾	Payments During Last Fiscal Year ( $)
J.J. Mulva	Title I - ConocoPhillips Retirement Plan	38	$ 1,692,474	$ —
	ConocoPhillips Key Employee Supplemental Retirement Plan		60,508,043	—
J.A. Carrig	Title I - ConocoPhillips Retirement Plan	33	1,333,742	—

	ConocoPhillips Key Employee Supplemental Retirement Plan		18,617,136	—
S.L. Cornelius	Title IV - ConocoPhillips Retirement Plan	29	996,933	—
	ConocoPhillips Key Employee Supplemental Retirement Plan		4,543,261	—
R.M. Lance	Title I - ConocoPhillips Retirement Plan	26	396,862	—

	ConocoPhillips Key Employee Supplemental Retirement Plan		2,445,562	—
K.O. Meyers	Title I - ConocoPhillips Retirement Plan	30	573,758	—
	ConocoPhillips Key Employee Supplemental Retirement Plan		3,056,581	—
J.L. Gallogly⁽³⁾	Title I - ConocoPhillips Retirement Plan	25	—	1,239,255

	ConocoPhillips Key Employee Supplemental Retirement Plan		—	7,658,274

(1)	Includes additional credited service for Messrs. Mulva, Carrig, and Gallogly of 18.25, 7.5, and 8.75 months, respectively, related to foreign assignments. Please see note (2) for credited amounts related to such service.

(2)

In determining the present value of the accumulated benefit for each Named Executive Officer, the eligible pension compensation used to calculate the amounts above as of December 31, 2009, for each Named Executive Officer is: Mr. Mulva, $23,308,579; Mr. Carrig, $9,556,020; Mr. Cornelius, $3,521,433; Mr. Lance, $3,401,709; and Mr. Meyers, $3,701,310. In determining the present value of the accumulated benefit for Messrs. Mulva and Carrig, this takes into account as an element of pension compensation the value of an off-cycle award of restricted stock and of an off-cycle performance incentive award both approved by the Phillips Compensation Committee in 2000, but with regard to which the performance conditions were met in 2005. The value of the two off-cycle awards included as part of pension compensation for 2005 was $6,278,301 for Mr. Mulva and $3,139,151 for Mr. Carrig. With regard to the additional credited service for foreign service as noted above, the following amounts were included in the accumulated benefit shown in the pension table above: Mr. Mulva, $2,468,969 and Mr. Carrig, $384,274.

(3)

Mr. Gallogly retired effective May 22, 2009. Mr. Gallogly had previously left the Company and later rejoined ConocoPhillips in April 2006 after serving as Chief Executive Officer of Chevron Phillips Chemical Company LLC, a 50% owned joint venture of ConocoPhillips. As a result, under terms of the Key Employee Supplemental Retirement Plan, that prior termination was treated as a separation from service under Section 409A of the Internal Revenue Code. Accordingly, Mr. Gallogly received a lump-sum distribution of his nonqualified pension benefit under KESRP with regard to the earlier period of service upon his attainment of age 55 with five years of service. That amount is not reflected in the Table above. The Table above reflects, as to KESRP, only the benefit earned between rejoining ConocoPhillips in 2006 and his 2009 retirement. As to Title I, the Table above reflects the benefit earned for all periods of service with ConocoPhillips.

NONQUALIFIED DEFERRED COMPENSATION

ConocoPhillips maintains several nonqualified deferred compensation plans for its eligible employees. Those available to the Named Executive Officers are briefly described below.

The Key Employee Deferred Compensation Plan of ConocoPhillips (KEDCP) is a nonqualified deferral plan that permits certain key employees to voluntarily reduce salary and request deferral of VCIP, or other similar annual incentive compensation program payments that would otherwise be received in the subsequent year. KEDCP permits eligible employees to defer compensation of up to 100 percent of VCIP and up to 50 percent of salary. All of the Named Executive Officers are eligible to participate in KEDCP.

Under KEDCP, for amounts deferred and vested after December 31, 2004, the default distribution option in KEDCP is to receive a lump sum to be paid at least six months after separation from service. Participants may elect to defer payments from one to five years after separation, and to receive annual, semiannual or quarterly payments for a period of up to 15 years. For elections that set a date certain for payment, the distribution will begin in the calendar quarter following the date requested and will be paid out on the distribution schedule elected by the participant.

For amounts deferred prior to January 1, 2005, a one-time revision of the 10 annual installment payments schedule is allowed from 365 days to no later than 90 days prior to retirement at age 55 or above or within 30 days after being notified of layoff in the calendar year in which the employee is age 50 or above. Participants may receive distributions in one to 15 annual installments, two to 30 semi-annual installments or four to 60 quarterly installments.

The Defined Contribution Make-Up Plan of ConocoPhillips (DCMP) is a nonqualified restoration plan under which the Company makes employer contributions and stock allocations that cannot be made in the qualified ConocoPhillips Savings Plan (CPSP) — a defined contribution plan of the type often referred to as a 401(k) plan — due to certain voluntary reductions of salary under KEDCP or due to limitations imposed by the Internal Revenue Code. For 2009, the Internal Revenue Code limited the amount of compensation that could be taken into account in determining a benefit under the CPSP to $245,000. Employees make no contributions to DCMP.

Under DCMP, amounts vested after December 31, 2004, will be distributed as a lump sum six months after separation from service, or, at a participant’s election, in one to 15 annual payments, no earlier than one year after separation from service. For amounts vested prior to January 1, 2005, participants may, from 365 days to no later than 90 days prior to termination or within 30 days of being notified of layoff, indicate a preference to defer the value into their account under the KEDCP.

Each participant directs investments of the individual accounts set up for that participant under both KEDCP and DCMP. Participants may make changes in the investments as often as daily. All ConocoPhillips defined contribution nonqualified deferred compensation plans allow investment of deferred amounts in a broad range of mutual funds or other market-based investments, including ConocoPhillips stock. As market-based investments none of these provide above-market return. Since each executive participating in each plan chooses the investment vehicle or vehicles and may change his or her allocations from time to time (as often as daily), the return on the investment will depend on how well the underlying investment fund performed during the time the executive chose it as an investment vehicle. The aggregate performance of such investment is reflected in the Nonqualified Deferred Compensation Table under the column “Aggregate Earnings in Last Fiscal Year.”

Benefits due under each of the plans discussed above are paid from the general assets of the Company, although the Company also maintains trusts of the type generally known as “rabbi trusts” that may be used to pay benefits under the plans. The trusts and the funds held in them are assets of ConocoPhillips. In the event of bankruptcy, participants would be unsecured general creditors.


Name	Applicable Plan⁽¹⁾	Beginning Balance	Executive Contributions in Last FY ($)⁽²⁾	Registrant Contributions in Last FY ($)⁽³⁾	Aggregate Earnings in Last FY ($)⁽⁴⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽⁵⁾
J.J. Mulva	Defined Contribution Make-Up Plan of ConocoPhillips	$ 2,630,462	$ —	$119,818	$ 87,827		$ —		$ 2,838,107
	Key Employee Deferred Compensation Plan of ConocoPhillips	25,685,108	—	—	7,977,781		—		33,662,889

J.A. Carrig	Defined Contribution Make-Up Plan of ConocoPhillips	542,157	—	81,638	28,330		—		652,125
	Key Employee Deferred Compensation Plan of ConocoPhillips	6,491,639	325,489	—	1,590,750		—		8,407,878

S.L. Cornelius	Defined Contribution Make-Up Plan of ConocoPhillips	149,328	—	40,760	45,960		—		236,048
	Key Employee Deferred Compensation Plan of ConocoPhillips	34,407	—	—	9,157		—		43,564

R.M. Lance	Defined Contribution Make-Up Plan of ConocoPhillips	153,919	—	38,055	6,696		—		198,670
	Key Employee Deferred Compensation Plan of ConocoPhillips	1,223,737	116,911	—	153,254		—		1,493,902

K.O. Meyers	Defined Contribution Make-Up Plan of ConocoPhillips	332,777	—	31,287	16,439		—		380,503
	Key Employee Deferred Compensation Plan of ConocoPhillips	4,669,632	338,139	—	1,032,294		—		6,040,065

J.L. Gallogly	Defined Contribution Make-Up Plan of ConocoPhillips	392,375	—	59,006	(17,058	)	(221,672	)	212,651
	Key Employee Deferred Compensation Plan of ConocoPhillips	2,195,974	—	—	11,678		—		2,207,652

(1)

Our primary defined contribution deferred compensation programs for executives (KEDCP and DCMP) make a variety of investments available to participants. As of December 31, 2009, there were a total of 96 investment options, of which 39 were the same as those available in the Company’s primary tax-qualified defined contribution plan for employees (its 401(k) plan, the ConocoPhillips Savings Plan) and 57 of which were other various mutual fund options approved by an administrator designated by the relevant plan.

(2)

For Mr. Carrig, this reflects $114,500 in salary deferred in 2009 (included in the “Salary” column of the Summary Compensation Table for 2009), and $210,989 in VCIP deferral in 2009 (included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2008). For Mr. Lance, this reflects $116,911 in salary deferred in 2009 (included in the “Salary” column of the Summary Compensation Table for 2009). For Mr. Meyers, this reflects $184,595 in salary deferred in 2009 (included in the “Salary” column of the Summary Compensation Table for 2009) and $153,544 in VCIP deferral in 2009 (included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2008).

(3)	Reflects contributions by the Company under the DCMP in 2009 (included in the “All Other Compensation” column of the Summary Compensation Table for 2009).

(4)	None of these earnings is included in the Summary Compensation Table for 2009.

(5)

Reflects contributions by our Named Executive Officers, contributions by the Company, and earnings on balances prior to 2009; plus contributions by our Named Executive Officers, contributions by the Company, and earnings for 2009 (shown in the appropriate columns of this table, with amounts that are included in the Summary Compensation Table for 2009 shown in Footnotes (2), (3) and (4) above).

Executive Severance and Changes in Control

Each of our Named Executive Officers serves without an employment agreement. Salary and other compensation for these officers is set by the HRCC, as described in the “Compensation Discussion and Analysis” beginning on page 43 of this proxy statement. These officers may participate in the employee benefit plans and programs of the Company for which they are eligible, in accordance with their terms. The amounts earned by the Named Executive Officers for 2009 appear in the various Executive Compensation Tables beginning on page 58 of this proxy statement.

Each of our Named Executive Officers is expected to receive amounts earned during his term of employment unless he voluntarily resigns prior to becoming retirement-eligible or is terminated for cause. Such amounts include:

•

VCIP earned during the fiscal year;

•

grants pursuant to the PSP for the most-recently completed performance period and ongoing performance periods in which the executive participated for at least one year;

•

previously granted restricted stock and restricted stock units;

•

vested stock option grants under the Stock Option Program;

•

amounts contributed and vested under our defined contribution plans; and

•

amounts accrued and vested under our pension plans.

While normal retirement age under our benefit plans is 65, early retirement provisions allow benefits at earlier ages if vesting requirements are met, as discussed in the sections of this proxy statement entitled “Pension Benefits” and “Nonqualified Deferred Compensation.” For our compensation programs (VCIP, SOP, and PSP), early retirement is generally defined to be termination at or after the age of 55 with five years of service.

Messrs. Mulva, Carrig, Cornelius, and Meyers have each met the early retirement criteria under both our benefit plans and our compensation programs. Mr. Lance has not met the early retirement criteria under either the applicable title of the pension plan or of our compensation programs. Therefore, as of December 31, 2009, any voluntary resignations of Messrs. Mulva, Carrig, Cornelius, and Meyers would have been treated as retirements. Since Messrs. Mulva, Carrig, Cornelius, and Meyers are eligible for early retirement under these programs, they would be able to resign and retain all awards earned under the PSP and earlier programs. As a result, the awards to Messrs. Mulva, Carrig, Cornelius, and Meyers under such programs are not included in the incremental amounts reflected in the tables below. Mr. Lance has not yet met either the criteria under our benefit plans or our compensation programs as of December 31, 2009. Mr. Gallogly actually retired on May 22, 2009, and therefore we show payments made or expected to be made to him under “Quantification of Severance Payments” below. Please see “Outstanding Equity Awards at Fiscal Year-End” beginning on page 67 for more information.

In addition, specific severance arrangements for executive officers, including the Named Executive Officers, are provided under two severance plans of ConocoPhillips: one being the ConocoPhillips Executive Severance Plan, available to a limited number of senior executives; and the other being the ConocoPhillips Key Employee Change in Control Severance Plan, also available to a limited number of senior executives, but only upon a change in control. These arrangements are described below. Executives are not entitled to participate in both plans as a result of a single event, that is, executives

receiving benefits under the ConocoPhillips Key Employee Change in Control Severance Plan would not be entitled to benefits potentially payable under the ConocoPhillips Executive Severance Plan relating to the event giving rise to benefits under the ConocoPhillips Key Employee Change in Control Severance Plan. Mr. Gallogly’s voluntary retirement on May 22, 2009, did not entitle him to any payment pursuant to these plans.

ConocoPhillips Executive Severance Plan

The ConocoPhillips Executive Severance Plan (CPESP) covers executives in salary grades generally corresponding to vice president and higher. The CPESP provides that if the Company terminates the employment of a participant in the plan other than for cause, as defined in the plan, upon executing a general release of liability and, if requested by the Company, an agreement not to compete with the Company, the participant will be entitled to:

•

A lump-sum cash payment equal to one-and-a-half or two times the sum of the employee’s base salary and current target VCIP;

•

A lump-sum cash payment equal to the present value of the increase in retirement benefits that would result from the crediting of an additional one-and-a-half or two years to the employee’s number of years of age and service under the applicable retirement plan;

•

A lump-sum cash payment equal to the Company cost of certain welfare benefits for an additional one-and-a-half or two years;

•

Continuation in eligibility for a pro rata portion of the annual VCIP for which the employee is eligible in the year of termination; and

•

Treatment as a layoff under the various compensation and equity programs of the Company – generally, layoff treatment will allow executives to retain awards previously made and continue their eligibility under ongoing Company programs, thus, actual program grants as restricted stock or restricted stock units would vest and the executive would remain eligible for awards attributable to ongoing performance periods under the PSP in which they had participated for at least one year.

The CPESP may be amended or terminated by the Company at any time. Amounts payable under the plan will be offset by any payments or benefits that are payable to the severed employee under any other plan, policy, or program of ConocoPhillips relating to severance, and amounts may also be reduced in the event of willful and bad faith conduct demonstrably injurious to the Company, monetarily or otherwise.

ConocoPhillips Key Employee Change in Control Severance Plan

The ConocoPhillips Key Employee Change in Control Severance Plan (CICSP) covers executives in salary grades generally corresponding to vice president and higher. The CICSP provides that if the employment of a participant in the plan is terminated by the Company within two years of a “change in control” of ConocoPhillips, other than for cause, or by the participant for good reason, as such terms are defined in the plan, upon executing a general release of liability, the participant will be entitled to:

•

A lump-sum cash payment equal to two or three times the sum of the employee’s base salary and the higher of current target VCIP or previous two years’ average VCIP;

•

A lump-sum cash payment equal to the present value of the increase in retirement benefits that would result from the crediting of an additional two or three years to the employee’s number of years of age and service under the applicable retirement plan;

•

A lump-sum cash payment equal to the Company cost of certain welfare benefits for an additional two or three years;

•

Continuation in eligibility for a pro rata portion of the annual VCIP for which the employee is eligible in the year of termination; and

•

If necessary, a gross-up payment sufficient to compensate the participant for the amount of any excise tax imposed on payments made under the plan or otherwise pursuant to section 4999 of the Internal Revenue Code and for any taxes imposed on this additional payment, although if the applicable payments are not more than 110 percent of the “safe harbor” amount under section 280G of the Internal Revenue Code, the payments are “cut back” to the safe harbor amount rather than a gross-up payment being made.

Upon a change in control, the participant becomes eligible for vesting in all equity awards and lapsing of any restrictions, with continued ability to exercise stock options for their remaining terms. After a change in control, the CICSP may not be amended or terminated if such amendment would be adverse to the interests of any eligible employee, without the employee’s written consent. Amounts payable under the plan will be offset by any payments or benefits that are payable to the severed employee under any other plan, policy, or program of ConocoPhillips relating to severance, and amounts may also be reduced in the event of willful and bad faith conduct demonstrably injurious to the Company, monetarily or otherwise.

Quantification of Severance Payments

The tables below reflect the amount of incremental compensation payable in excess of the items listed above to each of our Named Executive Officers in the event of termination of such executive’s employment other than as a result of voluntary resignation. The amount of compensation payable to each Named Executive Officer upon involuntary not-for-cause termination, for-cause termination, termination following a change-in-control (CIC) (either involuntarily without cause or for good reason) and in the event of the death or disability of the executive is shown below. The amounts shown assume that such termination was effective as of December 31, 2009, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

The following tables reflect additional incremental amounts to which each of our Named Executive Officers, other than Mr. Gallogly, would be entitled if their employment were terminated due to the events described above. Mr. Gallogly retired from the Company on May 22, 2009. Mr. Gallogly met the criteria for early retirement under both our benefit plans and our compensation programs, but was not eligible for severance payments under our Executive Severance Plan.


Executive Benefits and Payments Upon Termination	Involuntary Not-for-Cause Termination (Not CIC)	For-Cause Termination		Involuntary or Good Reason Termination (CIC)	Death	Disability
J.J. Mulva†
Base Salary	$3,000,000	$ —		$4,500,000	$ —	$ —
Short-term Incentive	4,050,000	—		7,290,000	—	—
Variable Cash Incentive Program	—	(2,025,000	)	—	—	—
2007—2009 (performance period)	—	—		—	—	—
2008—2010 (performance period)	—	(2,339,551	)	—	—	—
2009—2011 (performance period)	—	(2,122,588	)	—	—	—
Restricted Stock/Units from prior performance	—	(1,930,446	)	—	—	—
Stock Options/SARs:
Unvested and Accelerated	—	(2,873,920	)	—	—	—
Incremental Pension	3,106,003	—		4,659,005	—	—
Post-employment Health & Welfare	43,271	—		67,741	—	—
Life Insurance	—	—		—	3,000,000	—
280G Tax Gross-up	—	—		—	—	—

	10,199,274	(11,291,505	)	16,516,746	3,000,000	—


Executive Benefits and Payments Upon Termination	Involuntary Not-for-Cause Termination (Not CIC)	For-Cause Termination		Involuntary or Good Reason Termination (CIC)	Death	Disability
J.A. Carrig†
Base Salary	$2,290,000	$ —		$3,435,000	$ —	$ —
Short-term Incentive	2,519,000	—		3,778,500	—	—
Variable Cash Incentive Program	—	(1,259,500	)	—	—	—
2007—2009 (performance period)	—	—		—	—	—
2008—2010 (performance period)	—	(1,263,608	)	—	—	—
2009—2011 (performance period)	—	(1,313,129	)	—	—	—
Restricted Stock/Units from prior performance	—	(2,064,790	)	—	—	—
Stock Options/SARs:
Unvested and Accelerated	—	(1,778,000	)	—	—	—
Incremental Pension	3,877,952	—		4,588,224	—	—
Post-employment Health & Welfare	22,307	—		35,969	—	—
Life Insurance	—	—		—	2,290,000	—
280G Tax Gross-up	—	—		3,940,066	—	—

	8,709,259	(7,679,027	)	15,777,759	2,290,000	—


Executive Benefits and Payments Upon Termination	Involuntary Not-for-Cause Termination (Not CIC)	For-Cause Termination		Involuntary or Good Reason Termination (CIC)	Death	Disability
S.L. Cornelius†
Base Salary	$1,396,032	$ —		$2,094,048	$ —	$ —
Short-term Incentive	1,158,706	—		1,738,059	—	—
Variable Cash Incentive Program	—	(579,353	)	—	—	—
2007—2009 (performance period)	—	—		—	—	—
2008—2010 (performance period)	—	(349,353	)	—	—	—
2009—2011 (performance period)	—	(395,043	)	—	—	—
Restricted Stock/Units from prior performance	—	—		—	—	—
Stock Options/SARs:
Unvested and Accelerated	—	(535,360	)	—	—	—
Incremental Pension	1,318,961	—		1,935,547	—	—
Post-employment Health & Welfare	16,458	—		26,792	—	—
Life Insurance	—	—		—	1,396,032	—
280G Tax Gross-up	—	—		—	—	—

	3,890,157	(1,859,109	)	5,794,446	1,396,032	—


Executive Benefits and Payments Upon Termination	Involuntary Not-for-Cause Termination (Not CIC)	For-Cause Termination	Involuntary or Good Reason Termination (CIC)	Death	Disability
R.M. Lance†
Base Salary	$1,318,032	$ —	$1,977,048	$ —	$ —
Short-term Incentive	1,093,966	—	1,640,949	—	—
Variable Cash Incentive Program	546,983	—	546,983	546,983	546,983
2007—2009 (performance period)	374,190	—	374,190	374,190	374,190
2008—2010 (performance period)	349,353	—	349,353	349,353	349,353
2009—2011 (performance period)	372,896	—	372,896	372,896	372,896
Restricted Stock/Units from prior performance	4,567,497	—	4,567,497	4,567,497	4,567,497
Stock Options/SARs:
Unvested and Accelerated	463,027	—	505,120	505,120	505,120
Incremental Pension	210,673	—	316,010	—	—
Post-employment Health & Welfare	15,296	—	29,138	—	—
Life Insurance	—	—	—	1,318,032	—
280G Tax Gross-up	—	—	3,307,140	—	—

	9,311,913	—	13,986,324	8,034,071	6,716,039


Executive Benefits and Payments Upon Termination	Involuntary Not-for-Cause Termination (Not CIC)	For-Cause Termination		Involuntary or Good Reason Termination (CIC)	Death	Disability
K.O. Meyers†
Base Salary	$1,288,032	$ —		$1,932,048	$ —	$ —
Short-term Incentive	1,069,066	—		1,760,871	—	—
Variable Cash Incentive Program	—	(534,533	)	—	—	—
2007—2009 (performance period)	—	—		—	—	—
2008—2010 (performance period)	—	(356,843	)	—	—	—
2009—2011 (performance period)	—	(354,800	)	—	—	—
Restricted Stock/Units from prior performance	—	—		—	—	—
Stock Options/SARs:
Unvested and Accelerated	—	(402,080	)	—	—	—
Incremental Pension	1,031,616	—		1,589,602	—	—
Post-employment Health & Welfare	14,193	—		23,566	—	—
Life Insurance	—	—		—	1,288,032	—
280G Tax Gross-up	—	—		—	—	—

	3,402,907	(1,648,256	)	5,306,087	1,288,032	—

†Notes Applicable to All Termination Tables—In preparing each of the tables above, certain assumptions have been made. Benefits that would be available generally to all or substantially all salaried employees on the U.S. payroll are not included in the amounts shown. The following additional assumptions were also made:

•

Short-Term Incentives—For the short-term incentive amounts, in the event of an involuntary not-for-cause termination not related to a change in control (“regular involuntary termination”), the amount reflects two times current VCIP target, while in the event of an involuntary or good reason termination related to a change in control (“CIC termination”), the amount reflects three times current VCIP target or three times the average of the prior two VCIP payouts.

•

Variable Cash Incentive Program—For the VCIP amounts, in the event of an involuntary not-for-cause termination not related to a change in control (“regular involuntary termination”) or an involuntary or good reason termination related to a change in control (“CIC termination”), the amount reflects the employee’s pro rata current VCIP target. Targets for VCIP are for a full year, and are pro-rata for the Named Executive Officers based on time spent in their respective positions.

•

Long-Term Incentives—For the performance periods related to PSP, amounts for the 2007-2009 period are shown at the payout amount that was awarded in February 2010, while amounts for other periods are prorated to reflect the portion of the performance period completed by the end of 2009. For the PSP awards, for restricted stock and restricted stock units, amounts reflect the closing price of ConocoPhillips common stock at the end of 2009 ($51.07 on December 31, 2009).

•

Stock Options—For stock options with a December 31, 2009 ConocoPhillips common stock price higher than the option exercise price, the amounts reflect the intrinsic value as if the options had been exercised on December 31, 2009, but only regarding the options that the executive would have retained for the specific termination event. For options with a December 31, 2009 ConocoPhillips common stock price lower than the option exercise price, the amounts reflect a zero intrinsic value regarding the options that the executive would have retained for the specific termination event.

•

Incremental Pension Values—For the incremental pension value, the amounts reflect the single sum value of the increment due to an additional two years of age and service with associated pension compensation in the event of regular involuntary termination (three years in the event of a CIC termination) regardless of whether the value is provided directly through a defined benefit plan or through the relevant severance plan.

•

280G Tax Gross-up—Each Named Executive Officer is entitled, under the relevant change in control plan, to an associated “excise tax gross-up” to the extent any change in control payment triggers the golden parachute excise tax provisions under Section 4999 of the Internal Revenue Code (within certain limitations). The following material assumptions were used to estimate executive excise taxes and associated tax gross-ups:

•

Equity and PSP awards were valued at the closing price of the Company’s stock on December 31, 2009 of $51.07;

•

Options are assumed exchanged and valued using a Black-Scholes-Merton-based option methodology;

•

Parachute payments for time vesting stock options, restricted stock and restricted stock units were valued using Treas. Reg. Section 1.280G-1 Q&A 24(b) or (c) as applicable; and

•

Calculations assume certain performance-based pay such as PSP awards and pro-rata VCIP payments are reasonable compensation for services rendered prior to the CIC.

Non-Employee Director Compensation

The primary elements of our non-employee director compensation program consist of an equity compensation program and a cash compensation program.

Objectives and Principles

Compensation for directors is reviewed annually by the Committee on Directors’ Affairs with the assistance of such third-party consultants as the Committee deems advisable, and set by action of the Board of Directors. The Board’s goal in designing director’s compensation is to provide a competitive package that will enable it to attract and retain highly skilled individuals with relevant experience and that reflects the time and talent required to serve on the board of a complex, multinational corporation. The Board seeks to provide sufficient flexibility in the form of delivery to meet the needs of different individuals while ensuring that a substantial portion of directors’ compensation is linked to the long-term success of ConocoPhillips. In furtherance of ConocoPhillips’ commitment to be a socially responsible member of the communities in which it participates, the Board believes that it is appropriate to extend ConocoPhillips’ matching gift program to charitable contributions made by individual directors as more fully described below.

Equity Compensation

Non-employee directors receive an annual grant of restricted stock units with an aggregate value of $120,000 on the date of grant. Restrictions on the units issued to non-employee directors will lapse in the event of retirement, disability, death, or upon a change of control, unless the director has elected to receive the shares after a stated period of time. Directors forfeit the units if, prior to the lapse of restrictions, the Board finds sufficient cause for forfeiture (although no such finding can be made after a change of control). Before the restrictions lapse, directors cannot sell or otherwise transfer the units, but the units are credited with dividend equivalents in the form of additional restricted stock units. When restrictions lapse, directors will receive unrestricted shares of Company stock as settlement of the restricted stock units.

ConocoPhillips grants issued prior to 2005 had restrictions that lapsed after three years from the date of grant or in the earlier event of retirement, disability, death, or upon a change of control. Settlement for grants before 2005 could be delayed at the election of the director and settled in either cash or stock, also at the election of the director. For grants that remained unvested at the beginning of 2005, directors were allowed to make an election prior to March 15, 2005, to set the time of settlement and whether settlement was to be in a lump sum or over a period of years. Restricted stock units granted to directors who are not from the United States may have modified terms to comply with laws and tax rules that apply to them. Thus, the restricted stock units granted to Messrs. Auchinleck and Norvik lapse only in the event of retirement, death, or loss of office.

Cash Compensation

All non-employee directors receive $100,000 annual cash compensation. Non-employee directors serving in specified committee positions also receive the following additional cash compensation:

^¡

Director presiding over meetings of the non-employee directors—$25,000

^¡

Chair of the Audit and Finance Committee—$20,000

^¡

Chair of the Human Resources and Compensation Committee—$15,000

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Chair of the other committees—$10,000

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All other Audit and Finance Committee members—$7,500

The total annual compensation is payable in monthly cash installments. Directors may elect, on an annual basis, to receive all or part of their cash compensation in unrestricted stock or in restricted stock units (such unrestricted stock or restricted stock units are issued on the last business day of the month valued using the average of the high and the low market prices of our common stock on such date), or

to have the amount credited to the director’s deferred compensation account. The restricted stock units issued in lieu of cash compensation are subject to the same restrictions as the annual restricted stock units granted since 2005 and described above under “Equity Compensation.” Due to differences in the tax laws of other countries, the Board, at its July 1, 2003 meeting approved modification of the compensation for directors who are taxed under the laws of other countries. Effective in 2004, Canadian directors (then and currently, Mr. Auchinleck) were able to elect to receive cash compensation either in cash or in restricted stock units, redeemable only upon retirement, death, or loss of office. Effective in 2007, Norwegian directors (currently Mr. Norvik) receive compensation that would otherwise have been received as cash only as restricted stock units.