Your ConocoPhillips Equity Award Program

Your ConocoPhillips Equity Award Program

What’s Inside

Page

Award Types in Brief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Accessing Your Information Online. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 The Home Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Opening Your Merrill Lynch Brokerage Account. . . . . . . . . . . . . . . . . 8 Viewing Your Grant Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Modeling and Exercising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Selling Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Account Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Your Participant/Tax Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Service Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

This brochure is a general description of equity awards and Merrill Lynch’s AwardChoice® equity plan services for participants. Your equity awards are subject to the terms and conditions of your company’s plan, any agreement between you and your company covering your equity awards, and/or the prospectus provided to you by your company. Any transactions in connection with your plan in your Merrill Lynch brokerage account are subject to the terms and conditions of that account. This brochure does not constitute an offer or invitation to buy any securities. Any offer to buy securities from your company would be made only by a prospectus in accordance with the Securities Act of 1933 as amended. Refer to the accompanying materials for information provided by your company about your specific program.

Managing Your ConocoPhillips Equity Award Program Information Online Merrill Lynch’s secure Benefits OnLine® Web site is your resource for managing and monitoring your ConocoPhillips Equity Award Program information. Through Benefits OnLine you have direct access to the tools, information and services you need to make the most of your equity awards. Benefits OnLine provides: ■■

Secure access to your award information,

■■

Modeling capabilities for estimating the value of your awards,

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Easy and convenient exercise transactions, and

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Grant summary and transaction history to help you manage your awards.

This brochure is designed to help guide you in accessing your account online, opening your Merrill Lynch brokerage account, and understanding the resources available to you on the Web site. You can use Benefits OnLine to manage all of your Equity Program awards. To get started, review this brochure carefully and access Benefits OnLine to familiarize yourself with the Web site. In addition, you will need to open a Merrill Lynch Wealth Management Limited Individual Investor Account (LIIA). The LIIA is a self-directed, non-interest bearing brokerage account for use with your ConocoPhillips awards (see instructions on page 8 for how to open your account).

Access and Support Virtually 24 Hours a Day, Seven Days a Week … Online and On the Telephone Benefits OnLine: www.benefits.ml.com (Active employees can also seamlessly access Benefits OnLine through the HR Express portal) or

Participant Service Representatives and Interactive Voice Response (IVR) System: (877) STK-Plan or (877) 785-7526. If you are calling from an ETN-equipped office location, you can also dial ETN 661-7571. Outside the U.S., Puerto Rico and Canada, use the AT&T country code plus the toll-free number or dial direct: (609) 818-8267.

1

Award Types In Brief The ConocoPhillips Equity Program includes several different types of equity awards, including: ■■

Stock Options,

■■

Stock Appreciation Rights,

■■

Restricted Stock, and

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Restricted Stock Units/Performance Share Units.

Depending on the awards you are granted, you may have one or more of these award types in your account. An overview of each award type follows. For more information about the awards, visit the HR Express portal.

Stock Options Stock Options give you the right to purchase Company stock at a specific price over a stated option term. Upon exercise, U.S. participants will recognize ordinary income (W-2) equal to the difference between the fair market value of the Company’s stock on the date of exercise and the grant price, multiplied by the number of options exercised. Generally, this income is subject to immediate tax withholding at the point of exercise, with any appreciation in value above the fair market value on the date of exercise treated as a capital gain when the stock is ultimately sold. In non-U.S. locations, tax implications may vary. Before you can exercise your Stock Options, you must wait until the stock options become both vested and exercisable, in accordance with the terms and conditions of each particular grant. This waiting period is sometimes called the vesting period. Once the vesting period has passed, you may exercise your Stock Options at any time until they expire, subject to the terms of the award. Incentive Stock Options (ISOs) also give you the right to purchase Company stock at a specific price over a stated option term. Generally, an ISO entitles you to favorable tax treatment if the acquired shares are held for at least one year from the date of exercise and two years from the grant date. If you adhere to the required holding period, the difference between the sale price and grant price will be taxed at a capital gains rate. However, if you choose to sell all or a portion of the shares before the expiration of the applicable holding periods, you may recognize ordinary income and will be taxed accordingly. Exercise of an ISO may result in an alternative minimum tax (AMT) adjustment. (Consult your tax advisor about your individual tax situation, as neither Merrill Lynch nor ConocoPhillips provides tax advice.)

2

Award Types In Brief (continued) Exercise Methods

■■

Once you are ready to exercise your Stock Options, you must choose an exercise method. The method you choose will depend on how you wish to fund the purchase of your shares and whether you wish to receive cash or shares as a result of your exercise transaction.

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Cash Purchase Exercise You acquire all shares from your exercise request. You pay exercise costs, including option cost reimbursement and taxes, and all of the purchased shares are credited to your Limited Individual Investor Account (LIIA). You fund your Cash Purchase exercise by sending a check or wiring funds to Merrill Lynch or having sufficient funds in your LIIA account prior to placing your exercise order.

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A Limit Order lets you set the price at which you want your options exercised. If the stock reaches or exceeds the price you set while the order is in effect, your exercise or sale is completed subject to market conditions. If the price is not met, your order will be cancelled and your options will remain available for future exercise.

— A Day Limit Order remains in effect for the current trading day only. — A Good ‘till Cancelled Limit Order remains in effect for 30 calendar days following the date of entry. If your order is entered after market hours, but prior to 12 midnight (ET), the 30-day count begins on the second business day after the order is entered.

Cashless Exercise You may also exercise your options without any initial cash outlay. There are two methods of Cashless exercise: ■■

A Market Order lets you sell shares of stock issued upon exercise at the first available sale price as soon as market conditions allow.

Cashless Hold — Merrill Lynch sells enough shares to cover all exercise costs, including option cost reimbursement, taxes and fees. The remaining shares are held in your LIIA.

You may receive partial execution of the sale order you place, resulting in only a portion of your stock options being exercised. Once your exercise has been entered, you should check the exercise confirmation on Benefits OnLine to determine the number of stock options exercised. You may need to re-enter the order for the balance of the options not exercised.

Cashless Sell — Merrill Lynch sells all the shares of stock issued with your exercise, covering all exercise costs, including option cost reimbursement, taxes and fees, and sends you a check, wires the net proceeds to your bank account, or credits the net proceeds to your LIIA.

Market and Limit Orders. Prior to entering a Cashless exercise request, you must decide if you wish to place a Market Order or a Limit Order. Merrill Lynch will execute all sale orders subject to market conditions. Sale orders entered in connection with a Stock Option exercise that cannot be filled in their entirety will receive partial execution. Please be sure to review your exercise confirmation to determine if your order has been executed in its entirety.

3

Award Types In Brief (continued) Stock Swap Exercise With a Stock Swap exercise transaction, you pay your exercise costs (option cost reimbursement and taxes) using shares of Company stock that you have owned for at least six months. You “attest” that you own the shares you are swapping or tendering, and you keep the certificates or other ownership documents with respect to the transaction. The number of shares with a value equal to the net gain of your exercise is credited by ConocoPhillips to your LIIA. Keep in mind that only full shares (not fractional shares) can be purchased with a Stock Swap exercise. To exercise your Stock Options using this method, you will need to call a Participant Service Representative at (877) 785-7526 or, from outside the U.S. Puerto Rico, or Canada, (609) 818-8267. To learn more about when you can exercise vested Stock Options, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Stock Appreciation Rights (SARs) SARs tie your benefit to the performance of the Company’s stock, but may not provide the full rights associated with shareholder status. The gain from a SAR is based only on the increase in value per share between the grant date of the award and the date of exercise. The gain from a SAR will be paid in cash. In the U.S., the gain from a SAR is taxed as ordinary income and is subject to withholding on the date of exercise. In non-U.S. locations, tax implications may vary.1 Before you can exercise SARs, you must wait until the SARs become both vested and exercisable, in accordance with the terms and conditions of each particular grant. This waiting period is sometimes called the vesting period. Once the vesting period has passed, you may exercise them at any time until the SARs expire, subject to the terms of the award. To learn more about when you can exercise vested SARs, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Restricted Stock A Restricted Stock award is a grant of actual shares of Company stock recorded under your name in the ConocoPhillips shareholder records. A Restricted Stock grant is subject to certain restrictions and vesting requirements. As a Restricted Stock recipient, you are entitled to vote your restricted shares and receive dividends when declared by the Company for payment to shareholders. During the vesting period, Restricted Stock may not be sold, pledged, transferred or assigned, and the shares can be forfeited back to the Company if the conditions for vesting are not met. When the conditions have been met, the restrictions on transfer will usually lapse, and you will own unrestricted shares of Company stock that you may sell or transfer. 1

Consult your tax advisor about your individual tax implications. Neither Merrill Lynch nor ConocoPhillips provides tax advice.

4

Award Types In Brief (continued) Restricted Stock (continued)

Restricted Stock Units are subject to forfeiture if the conditions for vesting are not met. In addition, Restricted Stock Units may not be sold, pledged, transferred or assigned during the vesting period.

Merrill Lynch will notify you prior to restrictions lapsing, informing you of the upcoming event and any actions that may be required on your part. Once the restrictions have lapsed, a transaction confirmation will be mailed to your attention. It is important to retain this confirmation. When you are granted Restricted Stock, you are not usually taxed immediately; however, certain payroll taxes may be due. Any dividends paid prior to vesting are taxed at the time of payment as additional compensation income. When the restrictions lapse and the Restricted Stock vests, you will have compensation income equal to the fair market value of the stock at the time of vesting.1

Merrill Lynch will notify you prior to your restrictions lapsing, informing you of the upcoming event and any actions that may be required on your part. Once the restrictions have lapsed, a transaction confirmation will be mailed to your attention. It is important to retain this confirmation. When you are granted Restricted Stock Units, you are not taxed immediately; however, certain payroll taxes may be due. Generally, when the restrictions lapse and the Restricted Stock Units vest, you will have additional compensation income equal to the fair market value of the stock at the time of vesting.1

To learn more about your Restricted Stock award, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Upon receipt of the final distribution, you own the shares of ConocoPhillips stock freely with no restrictions on sales or transfer of ownership.

Restricted Stock Units/ Performance Share Units

To learn more about your Restricted Stock Unit award, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

A Restricted Stock Unit/Performance Share Unit award is an unsecured promise to deliver shares of Company stock subject to certain terms and conditions. A Restricted Stock Unit grant is subject to certain restrictions and vesting requirements. Restricted Stock Units are not actual shares of stock and, therefore, do not carry voting rights. Some Restricted Stock Units may make dividend equivalent payments when dividends are paid upon the stock of the Company, although this depends on the terms of the particular award. Under the ConocoPhillips Performance Share Program, a particular type of restricted stock unit, called a Performance Share Unit, is granted. This discussion of Restricted Stock Units also applies to Performance Share Units. Any dividend equivalents paid prior to vesting generally are taxed at the time of payment as additional compensation income.

1

5

 onsult your tax advisor about your individual tax implications. C Neither Merrill Lynch nor ConocoPhillips provides tax advice.

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Merrill Lynch is one of the world’s largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of investing, asset management and

The Home Page Once you log on to Benefits OnLine, the Home Page will appear. Here you will find two ways to get to the information you need. ■■

■■

A series of tabs across the top provides access to much of the information you’ll need. Under the Equity Plans tab, you can quickly link to program information, grant information, your personal profile, exercise and modeling tools, brokerage account details, and research. A Quick Links feature at the top right lets you establish quick links to the pages you visit most often. Logout • Help • Sitemap Get Quote: Enter Symbol

Home

Advice & Planning

My Home

Message Center

Markets

Equity Plans

Investment Holdings

Sitemap

Account Preferences

ConocoPhillips

— Select Quick Links —

My Accounts Portfolio

Download to Quicken

(Edit)

Message Center Alerts

Asset Allocation $27,068.00

ConocoPhillips Equity Program*

$0.00

LIIA

Alerts, you’ll see time-sensitive information about actions you may need to take, such as opening a brokerage account or acting on expiring grants.

Important Notice on.... More

Resource Center Are you financially prepared? Financial preparedness has benefits at every stage of your life. Discover six things you can do to get-and keep-your financial house in order.

My Accounts, you’ll see the total market value of your ConocoPhillips awards. If you have already opened your Merrill Lynch brokerage account, you’ll also see that balance in this section.

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Borrowing trouble... Let’s consider the long-term consequences of borrowing against your 401(k) balance or taking a hardship withdrawal-the cost may surprise you. Exit Strategies If you’re leaving your employer for a new job or for retirement, here’s what you need to know before you make a decision about your retirement savings. It's not only what you're saving for . . . it's when There are many factors to consider when deciding how to invest for the future. Your future income needs, your comfort with investment risk, and the assets you have available to invest are all important considerations.

*Values for equity awards represent potential value based on closing price from the previous business day. Total market value may include potential income of unvested awards.

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the Message Center, you may find special information related to your equity awards.

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$27,068.00

Total Market Value:

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7

Opening Your Merrill Lynch Brokerage Account Before you can conduct transactions in any of your ConocoPhillips equity-based awards, you need to open a Merrill Lynch Wealth Management Limited Individual Investor Account (LIIA). The LIIA is a self-directed, noninterest bearing brokerage account primarily used to: ■■

Exercise Stock Options,

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Settle lapsing Restricted Stock and Restricted Stock Units, and

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Hold and sell ConocoPhillips stock.

This is a separate account from any other Merrill Lynch brokerage account you may have. There are five easy steps involved in opening your LIIA online. Just complete the information in each step, and then submit your application. Keep in mind that it can take up to 72 hours to open a LIIA.

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To Open Your Brokerage Account Sell Stock

Brokerage

ConocoPhillips

— Select Quick Links —

Equity Plans > Individual/Plan Information > Open an Account

Open an Account Merrill Lynch offers a choice of accounts to meet the needs of equity award recipients. Available account types include:

(Edit)

Equity Plans, then Individual/ Plan Information and choose Open an Account.

■■ Select

click on the Open Limited Individual Investor Account button. The site will guide you through the brokerage account opening process.

■■ Then,

(Your choices may be limited if you are an officer of your company. For additional information or assistance with establishing a Merrill Lynch brokerage account visit the Merrill Lynch Contact Center for contact information.) Limited Individual Investor Account – a self-directed limited brokerage account. Merrill Lynch offers a Limited Individual Investor Account, a limited brokerage account for you to maintain or sell company stock resulting from an equity award transaction (option exercise, restricted stock settlement) and process any subsequent sales of company stock. A limited brokerage account offers you a streamlined account opening process with quick, easy-to-follow instructions to get you started. If you would like additional information about establishing a self-directed Limited Individual Investor Account, call Merrill Lynch at (877) 767-2404 (in the U.S., Canada and Puerto Rico) or (609) 818-8894 (outside the U.S., Canada and Puerto Rico). Please select the Equity Program recordkeeping account you wish to link to and then click Open Limited Individual Investor Account.

COP

Open Limited Individual Investor Account

Already Have a Merrill Lynch Brokerage Account? You’ll still need to establish a LIIA for your ConocoPhillips Equity Program awards. This account must be in your name only. You can, however, link all of your other Merrill Lynch accounts with your LIIA so that you can manage them all together by calling (800) 637-7455 and following the prompts. Please have your account numbers available.

8

Viewing Your Grant Information Information about your grants can be found in the Grant Information section of the site. To access this section, click Equity Plans from the Home Page, then Grant Information. Logout • Help • Sitemap

Grant Information you access the Grant Information section you will see the total value of your unvested and vested awards. These values are calculated using the previous trading day’s closing price for ConocoPhillips stock.

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Helpful Hint clicking on any magnifying glass symbol you can access more detail about the item adjacent to that symbol.

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(Edit)

Equity Plans > Grant Information > Balances

Balances for Participant, Joe

Account Selection

All Accounts

Equity Plan Accounts

Plan Name ConocoPhillips Equity Award Program

■■ By

Vested Value

Potential Income Achieved (Unpaid Value)

Total Market Value

$24,406

$11,835

$2,883

$39,124

$24,406

$11,835

$2,883

$39,124

Unvested/ Account Unexercisable Type Value SOP

Total Brokerage Accounts

Account Number COP-12345

Account Registration

Cash Balance

Money Accounts

Priced Investments

Market Balance

Total Program Value

LIIA

$0

$0

$999

$0

$999

$0

$0

$999

$0

$999

Total

Total Brokerage and Vested Equity Plan Value

$12,834

Total All

$12,834

Employees Subject to Pre-Clearance If you are a control person, insider or any employee who is subject to a pre-clearance policy (e.g., officer or director), you must contact appropriate Legal or Executive Compensation personnel before conducting transactions. The Merrill Lynch Global Corporate and Institutional Advisory Services group, designated to serve the specific needs of control persons, insiders and pre-clearance individuals, will work with you and the Company’s Executive Compensation and Legal Departments to assist you. You will have full inquiry access to Benefits OnLine but will need to contact either Executive Compensation or Merrill Lynch at (877) STK-PLAN or (877) 785-7526 to open your Merrill Lynch brokerage account or to facilitate exercises or other market transactions.

9

Modeling and Exercising One of the Web site’s most useful tools is the ability to model your exercise prior to conducting transactions related to your equity awards. To get started, click Equity Plans from the Home Page, then Model/Exercise. If you have not yet opened a Limited Individual Investor Account (brokerage account), this tab will read Model only. Logout • Help • Sitemap Get Quote: Enter Symbol

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Grant Information

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Model/Exercise

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Sell Stock

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Brokerage

Markets

Individual/Plan Information

Equity Plans

Model/Exercise

Model/Exercise Model/Exercise For ForJoe JoeParticipant Participant

Sitemap Edit

Look up

CashlessSell Sell Cashless

Select SelectGrants Grantsto to Display: Display:

AllVested VestedGrants Grants All

the specific awards you wish to model, then adjust the modeling criteria.

Select SelectVested Vested Grant(s) Grant(s) and and Quantity Quantity to to Model: Model:

Grant Grant Price Price

Grant Type/ Grant Code

01/10/2002 01/10/2002

$2.74 $2.74

NQ

01/10/2012

1,500 1,500

00

00

1,500 1,500

$11,835 $11,835

05/23/2005 01/06/2005

$5.00 $14.51

NQ

05/23/2015 01/06/2015

1,248 1,248

00

00

1,248 1,500

$0 $0

Grant Grant Date Date

Expiration / Last Date Options Options Options Options to Exercise Granted Granted Exercised*** Exercised***

(Edit)transaction type (e.g., Cashless Select the Sell) and then select the awards you want to transact (e.g., All Vested Grants).

■■ Select

Select SelectaaTransaction Transaction Type Type to to Model: Model:

Select Select Grants Grants to toModel Model Select Select All All

To Model and Exercise ■■ Quick Links — — Select

Brokerage

Equity EquityPlans Plans>>Model/Exercise Model/Exercise

word

ck

Markets

Advice & Planning

Unvested/ Unvested/ Vested Unexercisable Vested Unexercisable Quantity Quantity Quantity Quantity

Potential Options Options Potential Income toto Income (Vested) Model Model (Vested) 1500 1500 994 1248

***Includes ***Includesoptions optionscancelled cancelled and and expired. expired.

**Price **Price information information isisas asof of4:00:00 4:00:00PM PMand andisisaareal realtime time quote quote for for information informationpurposes purposesonly. only.The Theaccuracy accuracyofofthis this data data is is not not warranted. warranted.Refresh Refresh

LastPrice:**$10.63 Price:**$10.63 Last EnterEstimated Estimated Market Market Price Price To Model Enter

10.63

Withhold Shares Shares for for Taxes Taxes for for NQ grants only Withhold

View View your your complete completeTax TaxProfile Profile

StartOver Over Start

Calculate CalculateResults Results

ModelingResults Results Modeling

Grant Grant Date Date 05/23/2008 05/23/2005

Grant Grant Price Price

Grant Grant Type/ Type/ Grant Grant Code Code

$5.00 $5.00

NQ NQ

Calculate Results to view the results of your model. To enter different modeling criteria, simply click Start Over.

■■ Select

EnterModeling Modeling Criteria Criteria Enter

Totals Totals

Select Select Grant Grant toto ==Net Net Proceeds Exercise Proceeds Exercise

Stock Stock Sale Sale Proceeds Proceeds

-- Option Option Cost Cost

-Taxes Taxes

994 994

$10,566.22 $10,566.22

$4,970.00 $4,970.00

$1,902.71 $1,902.71

$0.06 $0.06

$29.95 $29.95

$3,663.50 $3,663.50

994 994

$10,566.22 $10,566.22

$4,970.00 $4,970.00

$1,902.71 $1,902.71

$0.06 $0.06

$29.95 $29.95

$3,663.50 $3,663.50

Options Options Modeled Modeled

-Fees Fees

-Commissions Commissions

you select Continue to Exercise, the screens that follow will direct you through the order and distribution process.

■■ If

NOTE: These figures are estimates only for grant exercise modeling purposes. Actual results may vary. Each exercise must be entered as a NOTE: These figures are estimates only for grant exercise modeling purposes. Actual results may vary. Each exercise must be entered as a separate order and a commission will be charged on each exercise for related stock sales. separate order and a commission will be charged on each exercise for related stock sales.

Continue ContinueTo ToExercise Exercise

Proceeds Proceeds Stock Sale Proceeds Stock Sale Proceeds Less Total Cost to Exercise Less Total Cost to Exercise Less Fees & Commissions Less Fees & Commissions Net Proceeds Net Proceeds

$10,566.22 $10,566.22 $6,872.71 $6,872.71 $30.01 $30.01 $3,663.50 $3,663.50

Costs to Exercise Costs to Exercise Option Cost Option Cost Taxes Taxes Total Cost to Exercise Total Cost to Exercise Approximate Shares Sold to Cover Costs Approximate Shares Sold to Cover Costs Commissions & Fees Commissions & Fees Fees Fees Commissions Commissions

$4,970.00 $4,970.00 $1,902.71 $1,902.71 $6,872.71 $6,872.71 647 647 $33,718.76 $33,718.76 $0.06 $0.06 $29.95 $29.95

NOTE: These figures are estimates only for grant exercise modeling purposes. Actual results may vary. Each exercise must be entered as a separate NOTE: These figures are will estimates only on for each grant exercise exercisefor modeling Actual results may vary. Each exercise must be entered as a separate order and a commission be charged related purposes. stock sales. order and a commission will be charged on each exercise for related stock sales.

you exercise, you will see a summary of your transaction.

■■ As

an added security measure, you will be asked to re-enter your Password.

■■ Click

Submit within 90 seconds or your request will time out.

If this information is correct, please enter your Password and click “Submit” to complete this transaction. If this information is correct, please enter your Password and click “Submit” to complete this transaction. Password Password Go back to the Exercise Modeling screen Go back to the Exercise Modeling screen

■■ Before

Submit Submit

■■ Once

your transaction is completed, you will receive a confirmation of your transaction.

You will receive an order number verifying that Merrill Lynch has received your order. You will receive an order number verifying that Merrill Lynch has received your order.

10

Selling Stock Online Through Benefits OnLine you can also sell any of your ConocoPhillips shares held in your Merrill Lynch brokerage account. To get started, click Equity Plans from the Home Page, then Sell Stock. Logout • Help • Sitemap Get Quote: Enter Symbol

Home

Markets

Equity Plans

Individual/Plan Information

Model/Exercise

Advice & Planning

Grant Information

Sell Stock

Selling Your Stock

Brokerage

 n the initial O (Edit) Sell Stock screen you will see the number of Company shares in your account.

■ Quick Links — —■ Select

ConocoPhillips Equity Plans

> Sell Stock

Sell Stock

■■ To

proceed, click on the magnifying glass, which will bring you to the next Sell Stock screen. Logout • Help • Sitemap

ConocoPhillips - Price $10.00 Price information is as of 1:47:10 PM Security Description

Security Symbol

ÇonocoPhillips

Home

Share Amount

COP

Total

Advice & Planning

Markets

Equity Plans

Share Value

277

$2,770

277

$2,770

Get Quote: Enter Symbol

Note: Fractional shares will be sold on the 3rd Thursday of every month within the Merrill Lynch Message Center Sitemap Account Preferences tractional share purge process. Investment Holdings

My Home

ABC Company

— Select Quick Links —

(Edit)

Sell Stock Shares Available to Sell:

277

Symbol: Quantity:

COP

■■ Enter

■■ Select

your Order Type: Market or Limit Order. If you select Limit, you will also need to enter a Limit Price and choose either a Day Order or a GTC (Good ‘till Cancelled) Order.

150

Enter your Stock Sale Order Information Order fees: Market Limit Price

Limit 12

(Last Price $10.00)*

Time Day

■■ Choose

how you would like to receive proceeds.

GTC (Good till Cancelled)

*Price Information is as of 1:48:20PM

Select your Net Proceeds Distribution Method.

■■ To

proceed with your order, select Proceed With Sale.

The section allows you to choose how you would like to receive the net cash from your transaction and the currency that you would like to receive the proceeds in. Check Wire Transfer

Please Select Wire Instructions to use

Proceeds to remain in brokerage account (US Dollars only) Currency

USD, US Dollar

Transfer Proceeds to an alternate Merrill Lynch account. Enter Alternate Account Number In some circumstances orders entered near the market close may not reach the market in time for execution. Go back

the number of shares you want to sell.

Proceed With Sale

11

Account Statements Merrill Lynch keeps you informed about all your ConocoPhillips equity awards, your brokerage account holdings and all your transactions. You will receive annual recordkeeping statements covering the status of your awards. If you have any brokerage activity, brokerage statements with information about your transactions and cash or securities held in your account will be sent to you on a monthly basis. If you have no activity in your brokerage account, you will receive a quarterly statement. You will also receive trade confirmations when you exercise your awards or conduct other transactions. Logout • Help • Sitemap Get Quote: Enter Symbol

Account History

Home

Markets

Equity Plans

Individual/Plan Information

Model/Exercise

Advice & Planning

Grant Information

Sell Stock

Brokerage

ConocoPhillips Equity Plans > Grant Information > Transaction Statements

Statements Please select the statement criteria and click “Continue” to view your statement.

For your convenience, a record of your statements and confirmations is available — Select Quick Links — (Edit) online. To access your statements, select Equity Plans from the Home Page, then Grant Information, then Statements. ■■ You

can then choose to view your statements for:

Statement Criteria Last 12 Months Prior Calendar Year Custom Month

Reset

Day

Year

From:

October

20

2008

To:

December

21

2009 Continue

12



 The

past 12 months



 The

prior calendar year



A

period of your choosing

Your Participant/Tax Profile

Logou

Get Quote: En

My Information

Home

the Individual/Plan Information tab you will find My Information. This is where you can confirm your personal profile, including demographic information, your ID number, account number and other information. If you need to update any of this information, contact HR Connections at (877) 812-7547 or ETN 661-5381 (if you are calling from an ETN-equipped office location).

■■ Under

Markets

Equity Plans

Individual/Plan Information

Model/Exercise

Advice & Planning

Grant Information

Sell Stock

Brokerage

— Select Quick L

ConocoPhillips Equity Plans > Individual/Plan Information > Participant/Tax Profile

Participant/Tax Profile Name Address

Joe Participant 123 Any Street Any City, Any State 01234

Participant ID:

XXXXX0049

Officer:

No

Social Security #:

XXXXX0049

Status Code:

Active

Brokerage Account #:

COP-12345

Date of Birth:

-

Phone #:

(609) 555-1000

E-mail: Fax #:

-

W-9 on File:

Yes

Tax Jurisdiction:

Domestic

Plan Information Logout • Help • Sitemap Get Quote: Enter Symbol

Home

Markets

Equity Plans

Individual/Plan Information

Model/Exercise

Advice & Planning

Grant Information

Communications Center Sell Stock

Brokerage

ConocoPhillips Equity Plans > Individual/Plan Information > Communications Center

Communications Center Select forms and communications are available in PDF Format for download and printing. If you do not have Adobe Reader, download Here. Forms

Date Added

W8-BEN Revised July 2007

07/24/2007

PDF

Individual Investor Acct Code 1960 Rev. W9

09/23/2008

PDF

05/29/2008

PDF

Limited Individual Investor Acct - US

04/11/2008

PDF

Limited Individual Investor Acct non - US

04/11/2008

PDF

Plan Documents

Date Added

ConocoPhillips - LTIP amended & restated ConocoPhillips - Stock Plan

PDF

07/07/2008 07/07/2008

PDF

Plan Brochures

Date Added

2008 Federal Income Tax Guide for Equity Stock Sale Tutorial

Individual/Plan Information you can (Edit) also access the Communications Center. Here you’ll find various forms and documents related to the ConocoPhillips Equity Program, such as tax forms, plan documents and communication brochures.

■■ Under

— Select Quick Links —

PDF

01/17/2008 05/14/2008

PDF

Cashless Sell Exercise Tutorial

The plan documents, including any prospectus or grant agreement, posted in the Benefits OnLine Communications Center are prepared and made available to you by ConocoPhillips, not Merrill Lynch.

PDF

05/14/2008

Agreements and Disclosures

Date Added

General Plan Information

02/20/2004

Terms and Conditions for Benefits OnLine

02/20/2004

Data Privacy for Non-US Benefits OnLine Users

02/20/2004

13

Service Fees Commission Rate Merrill Lynch charges ConocoPhillips participants discounted commissions for shares sold simultaneously in connection with a Cashless exercise. There is no fee associated with a Cash Purchase or Stock Swap exercise. Merrill Lynch will assess the following commission fees in connection with Cashless exercises of ConocoPhillips stock options. Merrill Lynch will also assess the following commission fees in connection with subsequent sales of ConocoPhillips stock. ■■ ■■

Cashless Exercises Transacted via Benefits OnLine: Commission rate of $0.03 per share. Cashless Exercises Transacted via a Participant Service Representative or the Global Corporate and Institutional Advisory Services group: Number of Shares Transacted

Commission Rate

Postage & Handling

1 to 24,999

$0.05 per share

$5.35

25,000 to 49,999

$0.04 per share

$5.35

50,000 and up

$0.03 per share

$5.35

Note: A single per share fee for each transaction will be charged based on the total number of shares transacted. For example, if you exercise 30,000 shares in one transaction, the commission rate will be $0.04 per share on all shares in the transaction. Participants exercising large blocks of shares (e.g., 10,000 or more) may benefit by consulting a Merrill Lynch representative prior to executing the transaction. Large blocks of shares executed through Merrill Lynch’s Special Equities Trading group may result in a more favorable execution price when compared to the online system.

14

Service Fees (continued) Other Fees2 Service

Wire Transfer

Non-U.S. Dollar Check

Stock Certificate/ DRS Registration Requests SEC Transaction Fee

Brokerage Account Transfer Duplicate Statements and Confirmations Account

Limited Individual Investor Account (LIIA

Cost

$7.50 (if requested through the AwardChoice system, which may be accessed through Benefits OnLine, or by contacting a Participant Service Representative or Merrill Lynch Financial Advisor). Wires may not be available in all currencies. Requests made outside of these service channels are subject to retail brokerage wire transfer fees. $15.00 (if requested through the AwardChoice system, which may be accessed through Benefits OnLine, a Participant Service Representative or a Merrill Lynch Financial Advisor). Checks may not be available in all currencies. Requests made outside of these channels are subject to retail brokerage check fees. Please contact a Participant Service Representative for fees associated with these requests. Fees vary depending on your company’s participation in the Direct Registration System (DRS) at the Depository Trust Company. Fee assessed and paid to the Securities and Exchange Commission (SEC) on each stock sale. As of April 1, 2010, the fee is $0.0169 for each $1,000.00 or fraction thereof. This fee is subject to change by the SEC. As an active participant in the ConocoPhillips Equity Program, there is no fee to transfer assets to another broker. $5.00 for each additional hard copy requested from Merrill Lynch, excluding two most recent statements/confirmations. Duplicate statements and confirmations are available online at no cost to you. Cost

As an active participant in the ConocoPhillips Equity Program, you are not charged an account fee to maintain company stock holdings. Active participants include anyone with grants and options outstanding or eligible to receive future grants. If you are no longer an active participant and you maintain a balance (cash or securities), you are subject to an annual account fee of $65 (and a low balance fee of $15 per quarter if the balance of the account is below $20,000). Speak with a Participant Service Representative for more information.

Commissions and account fees for transactions and services unrelated to ConocoPhillips equity awards are subject to standard Merrill Lynch rates. Please speak with a Merrill Lynch representative for more information. 2

You will be subject to the applicable fees, terms and conditions associated with the retail brokerage account established in connection with your equity award program. All brokerage account fees are subject to change upon notification to you.

15

Glossary Award The issuance of a grant under one of ConocoPhillips’ equity compensation programs. Commission Fee due Merrill Lynch for the sale or purchase of shares or other securities through your Merrill Lynch brokerage account. Control Person Any individual who, directly or indirectly, controls the management and activities of a publicly held company. Exercise Use of an option to purchase shares of stock at the grant price directly from the issuer. Also, use of a Stock Appreciation Right to receive the value from an increase in the share price from the grant date. Exercise Date

Date your exercise request is processed.

Exercise Period The time between your vesting and expiration dates, during which you may exercise your Stock Options or Stock Appreciation Rights. Expiration Date Date after which your options and Stock Appreciation Rights may no longer be exercised under the terms of ConocoPhillips’ plans and of each particular award. Fair Market Value (FMV) Price ConocoPhillips uses to value your stock on the day you exercise. Grant Date Date on which an award is approved. Grant Price

Price per share that you pay to purchase stock under the terms of your grant.

Grant Terms The terms of your grant as detailed by ConocoPhillips. Grant terms may include the type of award, life of the award, vesting criteria, restrictions on transferability and effects of change in employment status. Incentive Stock Options An Incentive Stock Option (ISO) gives you the right to purchase (ISOs) ConocoPhillips stock at a specific price over a stated option term. Generally, an ISO entitles you to favorable tax treatment if the acquired shares are held for at least one year from the date of exercise and two years from the grant date. Market Price Current trading price of ConocoPhillips stock. Option Spread Difference between the grant price and ConocoPhillips’ designated Fair Market Value.

16

Glossary Performance Share Units Performance Share Units (PSUs) represent an award that is based on the (PSUs) attainment of ConocoPhillips’ pre-defined performance goals over a given performance period. PSUs are subject to forfeiture if the conditions for achievement or vesting are not met. In addition, PSUs may not be sold, pledged, transferred or assigned during the vesting period. PSUs are a form of Restricted Stock Units. Restricted Stock

 Restricted Stock award is a grant of actual shares of ConocoPhillips stock recorded A under your name in ConocoPhillips’ shareholder records. As a recipient of such an award, you are entitled to vote your restricted shares and receive dividends when declared by the Company for payment to shareholders. During the vesting period, Restricted Stock may not be sold, pledged, transferred or assigned, and the shares can be forfeited back to ConocoPhillips if the conditions for vesting are not met.

Restricted Stock Units A Restricted Stock Unit (RSU) award is an unsecured promise to receive a future (RSUs) delivery of shares subject to certain terms and conditions. RSUs are not actual shares of stock and, therefore, do not carry voting rights. Depending on the terms of the award, RSUs may or may not include rights for payment of dividend equivalents. In addition, RSUs may not be sold, pledged, transferred or assigned during the vesting period. Shareholder Owner of record of ConocoPhillips equity securities entitled to dividends and voting rights. Stock Appreciation Stock Appreciation Rights (SARs) tie your benefit to the performance of Rights (SARs) ConocoPhillips stock, but may not provide the full rights associated with shareholder status. The gain from a SAR is based only on the increase in value per share between the grant date of the award and the date of exercise. Stock Option Right to purchase a specific number of shares at a set price for a defined period of time. Vested Options Options available to you for exercise, subject to the terms of the award and the applicable ConocoPhillips plan. Vesting The right to ownership of an award, subject to the terms of the award and of the applicable ConocoPhillips plan. Vesting Period For Stock Options and Stock Appreciation Rights, the waiting period before an option grant is available or may be exercised, subject to the terms of the award and the applicable ConocoPhillips plan. For Performance Share Units, Restricted Stock Units and Restricted Stock, the period during which restrictions on transferability apply.

17

This booklet contains summaries of the plans and programs as they exist at the time of final editing of the book, March 2010. While every effort has been made to assure the accuracy of the book, if there is any conflict between the information in the book and the official documents governing the plans and programs, the official documents will control. Nothing in the book is intended to create or affect an employment relationship between ConocoPhillips, or its subsidiaries and affiliates, and any person. The sponsors of the plans and programs have reserved the right to amend or terminate any plan or program at any time, at the sole discretion of each, in accordance with the terms of the plan or program.

Neither ConocoPhillips nor Merrill Lynch and its representatives provide tax, accounting or legal advice. Any tax statements contained herein were not intended or written to be used, and cannot be used for the purpose of avoiding U.S. federal, state or local tax penalties. Please consult your own independent advisor as to any tax, accounting or legal statements made herein.

Merrill Lynch Wealth Management makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), a registered broker-dealer and Member SIPC. Unless otherwise noted, all trademarks and registered trademarks are the property of Merrill Lynch & Co., Inc.

20093375-1 03-2010