CONOCOPHILLIPS — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2011-02-10

Reporting Person: Sheets Jeffrey Wayne (Senior Vice President and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-10	Stock Options (rights to buy)	$70.125	A	43700	Acquired	2021-02-10	Common Stock (43700)	Direct
2011-02-10	Stock Units	$	A	10063	Acquired		Common Stock (10063)	Direct

Footnotes

F1: The stock options become exercisable in three equal annual installments beginning on February 10, 2012.

F2: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

F3: The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) beginning on the first anniversary of separation from service in which case the stock units will convert to common stock in three equal annual installments. The reporting person may also elect to defer conversion of stock units until a later date.

F4: The stock units do not have an expiration date.