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CONOCOPHILLIPS Director's Dealing 2011

Jan 13, 2011

29844_dirs_2011-01-13_48bc5ad2-e0cb-4a24-b81e-6694dd0485fd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2011-01-11

Reporting Person: KELLY JANET LANGFORD (SVP & General Counsel)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-11 Phantom Stock $ A 440.643 Acquired Common Stock (440.643) Direct

Footnotes

F1: The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.

F2: The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgement that is is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16a-11.

F3: Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11.