exv4w2






Exhibit 4.2




CONOCOPHILLIPS




4.75% Notes due 2014

5.75% Notes due 2019

6.50% Notes due 2039




Fully and Unconditionally Guaranteed by




CONOCOPHILLIPS COMPANY




          Three series of Securities are hereby established pursuant to Section 2.01 of the Indenture,
dated as of October 9, 2002 (the “Indenture”), among ConocoPhillips, as issuer (the “Company”),
ConocoPhillips Company, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust
Company, National Association, as trustee (the “Trustee”), as follows:




          1. Each capitalized term used but not defined herein shall have the meaning assigned to such
term in the Indenture.




          2. The title of the 4.75% Notes due 2014 shall be “4.75% Notes due 2014” (the “2014 Notes”),
the title of the 5.75% Notes due 2019 shall be “5.75% Notes due 2019” (the “2019 Notes”) and the
title of the 6.50% Notes due 2039 shall be “6.50% Notes due 2039” (the “2039 Notes” and, together
with the 2014 Notes and the 2019 Notes, the “Notes”).




          3. The limit upon the aggregate principal amount of the 2014 Notes, the 2019 Notes and the
2039 Notes that may be authenticated and delivered under the Indenture (except for Notes of such
series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Notes of such series pursuant to Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 of the
Indenture and except for any Notes of such series which, pursuant to Section 2.04 or 2.17 of the
Indenture, are deemed never to have been authenticated and delivered thereunder) is $1,500,000,000,
$2,250,000,000 and $2,250,000,000, respectively; provided, however, that the authorized aggregate
principal amount of the Notes of each series may be increased before or after the issuance of any
Notes of such series by a Board Resolution (or action pursuant to a Board Resolution) to such
effect; provided further, however, that the authorized aggregate principal amount of the Notes of
each series may be increased only if the additional Notes issued will be fungible with the original
Notes of such series for United States federal income tax purposes.




          4. The Notes of each series shall be issued upon original issuance in whole in the form of one
or more Global Securities (the “Global Notes”). The Depository Trust Company and the Trustee are
hereby designated as the Depositary and the Security Custodian, respectively, for the Global Notes
under the Indenture.




          5. The Notes of each series and the Trustee’s certificate of authentication shall be
substantially in the form of Annex A hereto (the “Form of Note”).




          6. The date on which the principal of the 2014 Notes, the 2019 Notes and the 2039 Notes is
payable shall be February 1, 2014, February 1, 2019 and February 1, 2039, respectively.




 









 





          7. The rate at which the 2014 Notes shall bear interest shall be 4.75% per annum. The rate at
which the 2019 Notes shall bear interest shall be 5.75% per annum. The rate at which the 2039
Notes shall bear interest shall be 6.50% per annum. Interest on the Notes of each series shall be
computed on the basis of a 360-day year of twelve 30-day months. The Interest Payment Dates on
which such interest shall be payable shall be February 1 and August 1 of each year, commencing
August 1, 2009. The record dates for the interest payable on the Notes of each series on any
Interest Payment Date shall be the January 15 and July 15, as the case may be, next preceding such
Interest Payment Date.




          8. No Additional Amounts with respect to the Notes shall be payable. The date from which
interest shall accrue for the Notes of each series shall be February 3, 2009.




          9. The place or places where the principal of, premium (if any) on and interest on the Notes
shall be payable shall be the office or agency of the Company maintained for that purpose,
initially the office of the Trustee in The City of New York, and any other office or agency
maintained by the Company for such purpose. Payments in respect of Global Notes (including
principal, premium, if any, and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by the Holder of such Notes. In all other cases, at the option of
the Company, payment of interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the register of the Notes maintained by the Registrar.




          10. The Paying Agent and Registrar for the Notes of each series initially shall be the
Trustee.




          11. The Notes of each series are subject to redemption, in whole or in part, at any time and
from time to time, at the option of the Company, in principal amounts of $2,000 and integral
multiples of $1,000 above such amount, upon not less than 30 nor more than 60 days’ prior notice as
provided in the Indenture, at a Redemption Price equal to the sum of (i) 100% of the principal
amount of the Notes of such series to be redeemed and (ii) the amount, if any, by which the sum of
the present values of the Remaining Scheduled Payments thereon, discounted to the Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points, exceeds the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest thereon to the Redemption Date.




          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to (i)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15 (519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months
before or after the Stated Maturity for the applicable series of Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from such yields on a straight-line
basis rounding to the nearest month; or (ii) if such release (or any successor release) is not
published during the week preceding such calculation date or does not contain such yields, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable




2









 




Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding such Redemption
Date.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable series of Notes.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.




          “Reference Treasury Dealer” means each of Banc of America Securities LLC (and its successors),
Barclays Capital Inc. (and its successors), Credit Suisse Securities (USA) LLC (and its successors)
and one other nationally recognized investment banking firm that is a primary U.S. Government
securities dealer (a “Primary Treasury Dealer”), specified from time to time by the Company,
provided, however, that if any of the foregoing shall cease to be a nationally recognized
investment banking firm that is a Primary Treasury Dealer, the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time,
on the third Business Day preceding such Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related Redemption Date but for such redemption; provided, however, that, if such Redemption Date
is not an Interest Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.




          12. The Company shall have no obligation to redeem, purchase or repay Notes pursuant to any
sinking fund or analogous provision or at the option of a Holder thereof.




          13. Each Global Note shall bear the legend set forth on the face of the Form of Note.





3









 








Annex A




[FORM OF FACE OF SECURITY]



[Unless and until it is exchanged in whole or in part for Securities in definitive form, this
Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
The Depository Trust Company (55 Water Street, New York, New York), a New York corporation
(“DTC”), shall act as the Depositary until a successor shall be appointed by the Company and the
Registrar. Unless this certificate is presented by an authorized representative of DTC to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.]*




CONOCOPHILLIPS




[4.75% NOTE DUE 2014]

[5.75% NOTE DUE 2019]

[6.50% NOTE DUE 2039]




FULLY AND UNCONDITIONALLY GUARANTEED BY




CONOCOPHILLIPS COMPANY




CUSIP No.                     




			
	 	 	 
	No.                    
	 	$                    






          ConocoPhillips, a Delaware corporation (the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, promises to pay to
                     or registered assigns, the principal sum of                      Dollars[, or such
greater or lesser amount as indicated on the Schedule of Exchanges of Securities hereto,]* on
February 1, [2014] [2019] [2039].




	 	 	 	 	 
	 

	 	Interest Payment Dates:
	 	February 1 and August 1
	 
	 

	 	Record Dates:
	 	January 15 and July 15






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




A-1 









 





          IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officers.




     Dated:



	 	 	 	 	 
	 	CONOCOPHILLIPS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



GUARANTEE





     ConocoPhillips Company, a Delaware corporation, unconditionally guarantees to the holder of
this Security, upon the terms and subject to the conditions set forth in the Indenture referenced
on the reverse hereof, (a) the full and prompt payment of the principal of and any premium on this
Security when and as the same shall become due, whether at the stated maturity thereof, by
acceleration, redemption or otherwise, and (b) the full and prompt payment of interest on this
Security when and as the same shall become due, subject to any applicable grace period.



	 	 	 	 	 
	 	CONOCOPHILLIPS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2 









 




Certificate of Authentication:



This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.




THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 








 




			
	*	 	To be included only if the Security is a Global Security.




A-3 









 










[FORM OF REVERSE OF SECURITY]




CONOCOPHILLIPS




[4.75% NOTE DUE 2014]

[5.75% NOTE DUE 2019]

[6.50% NOTE DUE 2039]




FULLY AND UNCONDITIONALLY GUARANTEED BY




CONOCOPHILLIPS COMPANY




          This Security is one of a duly authorized issue of [4.75% Notes due 2014] [5.75% Notes due
2019] [6.50% Notes due 2039] (the “Securities”) of ConocoPhillips, a Delaware corporation (the
“Company”).




          1. Interest. The Company promises to pay interest on the principal amount of this Security at
[4.75%] [5.75%] [6.50%] per annum from February 3, 2009 until maturity. The Company will pay
interest semiannually on February 1 and August 1 of each year (each an “Interest Payment Date”), or
if any such day is not a Business Day, on the next succeeding Business Day. Interest on the
Securities will accrue from the most recent Interest Payment Date on which interest has been paid
or, if no interest has been paid, from February 3, 2009; provided that if there is no existing
Default in the payment of interest, and if this Security is authenticated between a record date
referred to on the face hereof (each, a “Record Date”) and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further,
that the first Interest Payment Date shall be August 1, 2009. The Company shall pay interest on
overdue principal and premium (if any) from time to time at a rate equal to the interest rate then
in effect; it shall pay interest on overdue installments of interest (without regard to any
applicable grace periods) from time to time at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year consisting of twelve 30-day months.




          2. Method of Payment. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
Record Date next preceding the Interest Payment Date, even if such Securities are canceled after
such Record Date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay the principal of,
premium (if any) on and interest on the Securities in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. Such amounts shall be
payable at the offices of the Trustee (as defined below), provided that at the option of the
Company, the Company may pay such amounts (1) by wire transfer with respect to Global Securities or
(2) by check payable in such money mailed to a Holder’s registered address with respect to any
Securities.




          3. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, National
Association (the “Trustee”), the trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar, co-
registrar or additional paying agent without notice to any Holder. The Company, the Guarantor
or any Subsidiary of the Company may act in any such capacity.





A-4 









 








          4. Guarantee. ConocoPhillips Company, a Delaware corporation (the “Guarantor”),
unconditionally guarantees to the Holders from time to time of the Securities, upon the terms and
subject to the conditions set forth in the Indenture (as defined below), (a) the full and prompt
payment of the principal of and any premium on the Securities when and as the same shall become
due, whether at the Stated Maturity thereof, by acceleration, redemption or otherwise, and (b) the
full and prompt payment of any interest on the Securities when and as the same shall become due,
subject to any applicable grace period. The Guarantee constitutes a guarantee of payment and not
of collection. In the event of a default in the payment of principal of or any premium on the
Securities when and as the same shall become due, whether at the Stated Maturity thereof, by
acceleration, call for redemption or otherwise, or in the event of a default in the payment of any
interest on the Securities when and as the same shall become due, each of the Trustee and the
Holders of the Securities shall have the right to proceed first and directly against the Guarantor
under the Indenture without first proceeding against the Company or exhausting any other remedies
which the Trustee or such Holder may have and without resorting to any other security held by it.




          5. Indenture. The Company issued the Securities under an Indenture, dated as of October 9,
2002 (the “Indenture”), among the Company, the Guarantor and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of execution
of the Indenture. The Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms and for the definitions of capitalized terms
used but not defined herein. The Securities are unsecured general obligations of the Company
limited to [$1,500,000,000] [$2,250,000,000] [$2,250,000,000] in aggregate principal amount;
provided, however, that the authorized aggregate principal amount of the Securities may be
increased before or after the issuance of any Securities by a Board Resolution (or action pursuant
to a Board Resolution) to such effect; provided further, however, that the authorized aggregate
principal amount of the Securities may be increased only if the additional Securities issued will
be fungible with the original Securities for United States federal income tax purposes. The
Indenture provides for the issuance of other series of debt securities (including the Securities,
the “Debt Securities”) thereunder.




          6. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in minimum denominations of $2,000 and any integral multiples of $1,000. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company, the Trustee nor the Registrar shall be required to register
the transfer or exchange of (a) any Security selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part, or (b) any Security during the
period beginning 15 Business Days before the mailing of notice of redemption of Securities to be
redeemed and ending at the close of business on the day of mailing.




A-5 









 





          7. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.




          8. Redemption. The Securities are subject to redemption, in whole or in part, at any time and
from time to time, at the option of the Company, in principal amounts of $2,000 and integral
multiples of $1,000 above such amount, upon not less than 30 nor more than 60 days’ prior notice as
provided in the Indenture, at a Redemption Price equal to the sum of (i) 100% of the principal
amount of the Securities to be redeemed and (ii) the amount, if any, by which the sum of the
present values of the Remaining Scheduled Payments thereon, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 50 basis points, exceeds the principal amount of the Securities to be redeemed, plus accrued
and unpaid interest thereon to the Redemption Date.




          “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to (i)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15 (519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months
before or after the Stated Maturity for the Securities, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury
Rate will be interpolated or extrapolated from such yields on a straight-line basis rounding to the
nearest month; or (ii) if such release (or any successor release) is not published during the week
preceding such calculation date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the
third Business Day preceding such Redemption Date.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.




          “Reference Treasury Dealer” means each of Banc of America Securities LLC (and its successors),
Barclays Capital Inc. (and its successors), Credit Suisse Securities (USA) LLC (and its successors)
and one other nationally recognized investment banking firm that is a primary U.S. Government
securities dealer (a “Primary Treasury Dealer”), specified from time to




A-6 









 




time by the Company, provided, however, that if any of the foregoing shall cease to be a
nationally recognized investment banking firm that is a Primary Treasury Dealer, the Company shall
substitute therefor another nationally recognized investment banking firm that is a Primary
Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time,
on the third Business Day preceding such Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due after
the related Redemption Date but for such redemption; provided, however, that, if such Redemption
Date is not an Interest Payment Date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued
thereon to such Redemption Date.




          9. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Debt Securities of all series affected by such
amendment or supplement (acting as one class), and any existing or past Default or Event of Default
under, or compliance with any provision of, the Indenture may be waived (other than any continuing
Default or Event of Default in the payment of the principal of, premium (if any) on or interest on
the Securities) by the Holders of at least a majority in principal amount of the then outstanding
Debt Securities of any series or of all series (acting as one class) in accordance with the terms
of the Indenture. Without the consent of any Holder, the Company, the Guarantor and the Trustee
may amend or supplement the Indenture or the Securities or waive any provision of either: (i) to
cure any ambiguity, omission, defect or inconsistency; (ii) if required, to provide for the
assumption of the obligations of the Company or the Guarantor under the Indenture in the case of
the merger, consolidation or sale, lease, conveyance, transfer or other disposition of all or
substantially all of the assets of the Company or the Guarantor; (iii) to provide for
uncertificated Securities in addition to or in place of certificated Securities or to provide for
the issuance of bearer Securities (with or without coupons); (iv) to provide any security for, or
to add any guarantees of or additional obligors on, the Securities or the related Guarantees; (v)
to comply with any requirement in order to effect or maintain the qualification of the Indenture
under the TIA; (vi) to add to the covenants of the Company or the Guarantor for the benefit of the
Holders of the Securities, or to surrender any right or power conferred by the Indenture upon the
Company or the Guarantor; (vii) to add any additional Events of Default with respect to all or any
series of the Debt Securities; (viii) to change or eliminate any of the provisions of the
Indenture, provided that no outstanding Security is adversely affected in any material respect;
(ix) to supplement any of the provisions of the Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of the Securities pursuant to the Indenture; or
(x) to evidence and provide for the acceptance of appointment under the Indenture by a successor
Trustee with respect to the Securities and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration of the trusts
thereunder by more than one Trustee, pursuant to the requirements of the Indenture.




A-7 









 





          The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Company or the Guarantor to obtain any such
consent otherwise required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Company or the Guarantor in a notice furnished to
Holders in accordance with the terms of the Indenture.




          Without the consent of each Holder affected, the Company may not (i) reduce the amount of Debt
Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate
of or change the time for payment of interest, including default interest, on any Security; (iii)
reduce the principal of or premium on, or change the Stated Maturity of, any Security; (iv) reduce
the premium, if any, payable upon the redemption of any Security or change the time at which any
Security may or shall be redeemed; (v) change the coin or currency in which any Security or any
premium or interest with respect thereto is payable; (vi) impair the right to institute suit for
the enforcement of any payment of principal of or premium (if any) or interest on any Security,
except as provided in the Indenture; (vii) make any change in the percentage of principal amount of
Debt Securities necessary to waive compliance with certain provisions of the Indenture or make any
change in the provision for modification; or (viii) waive a continuing Default or Event of Default
in the payment of principal of or premium (if any) or interest on the Securities.




          A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of Debt Securities under the Indenture, or which modifies the rights of the Holders of Debt
Securities of such series with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the Holders of Debt Securities of any other series.




          10. Defaults and Remedies. Events of Default are defined in the Indenture and generally
include: (i) default for 30 days in payment of any interest on the Securities; (ii) default in any
payment of principal of or premium, if any, on the Securities when due and payable; (iii) default
by the Company or the Guarantor in compliance with any of its other covenants or agreements in, or
provisions of, the Securities or in the Indenture which shall not have been remedied within 90 days
after written notice by the Trustee or by the holders of at least 25% in principal amount of the
Securities then outstanding (or, in the event that other Debt Securities issued under the Indenture
are also affected by the default, then 25% in principal amount of all outstanding Debt Securities
so affected); or (iv) certain events involving bankruptcy, insolvency or reorganization of the
Company or the Guarantor. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities (or, in the case of
an Event of Default described in clause (iii) above, if outstanding Debt Securities of other series
are affected by such Default, then at least 25% in principal amount of the then outstanding Debt
Securities so affected), may declare the principal of and interest on all the Securities (or such
Debt Securities) to be immediately due and payable, except that in the case of an Event of Default
arising from certain events of bankruptcy, insolvency or reorganization of the Company or the
Guarantor, all outstanding Debt Securities under the Indenture become due and payable immediately
without further action or notice. The amount due and payable upon the acceleration of any Security
is equal to 100% of the principal amount thereof plus accrued interest to the date of payment.
Holders may not enforce the



A-8 









 






Indenture or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to
certain limitations, Holders of a majority in principal amount of the then outstanding Securities
(or affected Debt Securities) may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a default in payment of
principal, premium or interest) if it determines that withholding notice is in their interests.
The Company and the Guarantor must furnish annual compliance certificates to the Trustee.




          11. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities and shall be discharged except
for certain obligations upon the irrevocable deposit with the Trustee of any combination of funds
and U.S. Government Obligations sufficient for such payment.




          12. Trustee Dealings with Company and Guarantor. The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and may make loans to, accept deposits
from, and perform services for the Company, the Guarantor or any of their respective Affiliates,
and may otherwise deal with the Company, the Guarantor or any such Affiliates, as if it were not
Trustee.




          13. No Recourse Against Others. A director, officer, employee, stockholder, partner or other
owner of the Company, the Guarantor or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities, for any obligations of the Guarantor under the
Guarantee or for any obligations of the Company, the Guarantor or the Trustee under the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The waiver and release
shall be part of the consideration for the issue of Securities.




          14. Authentication. This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.




          16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




A-9 









 





          The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:





ConocoPhillips

600 North Dairy Ashford

Houston, Texas 77079

Telephone: (281) 293-1000

Attention: Treasurer



A-10 









 





SCHEDULE OF EXCHANGES OF SECURITIES*




     The following exchanges of a part of this Global Security for other Securities have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	of this Global	 	 	Signature of	 
	 	 	Decrease in	 	 	Increase in	 	 	Security Following	 	 	Authorized Officer	 
	 	 	Principal Amount	 	 	Principal Amount	 	 	Such Decrease	 	 	of Trustee or	 
	Date of Exchange	 	of this Global Security	 	 	of this Global Security	 	 	or Increase	 	 	Security Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	To be included only if the Security is a Global Security






A-11 









 








ASSIGNMENT FORM




To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to




 




(Insert assignee’s social security or tax I.D. number)




 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint  
                                                       
                       
as agent to transfer this Security on the books of the Company. The agent may substitute another
to act for him.




	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on
	 

	 	 	 	 	 	the face of this Security)
	 
	 	 	 	 	 	 
	Signature
Guarantee:

	 	 	(Participant in a Recognized Signature

	 	 	Guaranty Medallion Program)








A-12