EXHIBIT 4.2


 


CONOCOPHILLIPS COMPANY


 


2.125% Notes due 2024


2.400% Notes due 2025


3.800% Notes due 2052


 


Fully and Unconditionally Guaranteed by


 


CONOCOPHILLIPS


 


Three series of Securities
are hereby established pursuant to Section 2.01 of the Indenture, dated as of December 7, 2012 (the “Indenture”),
among ConocoPhillips Company, as issuer (the “Company”), ConocoPhillips, as guarantor (the “Guarantor”), and The
Bank of New York Mellon Trust Company, N.A., 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 2.125% Notes due 2024 shall be “2.125% Notes due 2024” (the “2024 Notes”), the title of the 2.400%
Notes due 2025 shall be “2.400% Notes due 2025” (the “2025 Notes”), and the title of the 3.800% Notes due 2052
shall be “3.800% Notes due 2052” (the “2052 Notes” and, together with the 2024 Notes and the 2025 Notes, the “Notes”).


 


3.            The
limit upon the aggregate principal amount of the 2024 Notes, the 2025 Notes, and the 2052 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 $900,000,000, $900,000,000, and $1,100,000,000 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 2024 Notes, the 2025 Notes, and the 2052 Notes is payable shall be March 8, 2024, March 7,
2025, and March 15, 2052, respectively.


 


7.            The
rate at which the 2024 Notes shall bear interest shall be 2.125% per annum. The rate at which the 2025 Notes shall bear interest shall
be 2.400% per annum. The rate at which the 2052 Notes shall bear interest shall be 3.800% 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 dates on which such interest shall be payable semiannually,
in arrears (each, an “Interest Payment Date”) shall be March 8 and September 8 of each year, commencing on September 8,
2022, for the 2024 Notes; March 7 and September 7 of each year, commencing on September 7, 2022, for the 2025 Notes; and
March 15 and September 15 of each year, commencing on September 15, 2022, for the 2052 Notes, or if any such day is not
a Business Day, on the next succeeding Business Day, and no interest will accrue as a result of such delay. The record dates for the interest
payable on the Notes of each series on any Interest Payment Date shall be the March 1 and September 1, 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 March 8, 2022.


 


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
2024 Notes are not redeemable at the Company’s option prior to September 8, 2022. On or after September 8, 2022, the 2024
Notes 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 10 nor more than 60 days’ prior notice as provided
in the Indenture, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to 100%
of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date. The 2025 Notes
are not redeemable at the Company’s option prior to March 8, 2023. On or after March 8, 2023, the 2025 Notes 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 10 nor more than 60 days’ prior notice as provided in the Indenture,
at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to 100% of the principal
amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date. Prior to the Par Call Date,
the 2052 Notes 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 10 nor more than 60 days’ prior notice
as provided in the Indenture, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places)
equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest
thereon discounted to the Redemption Date (assuming the 2052 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the 2052 Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to
the Redemption Date. On or after the Par Call Date, the 2052 Notes 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 10 nor more than 60 days’ prior notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal
amount of the 2052 Notes, plus accrued and unpaid interest thereon to the Redemption Date.


 






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“Par Call Date” means September 15,
2051.


 


“Treasury Rate” means, with respect
to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the Redemption Date.


 


If on the third Business Day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.


 






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The Company’s actions and determinations
in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. In the case of a partial
redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole
discretion deems appropriate and fair. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security
will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed
portion of the Security will be issued in the name of the holder of the Security upon surrender for cancellation of the original Security.
For so long as the Securities are held by DTC (or another depositary), the redemption of the Securities shall be done in accordance with
the policies and procedures of the depositary.


 


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.


 


14.          In
order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated
by competent authorities) in effect from time to time (“Applicable Law”) to which a foreign financial institution, issuer,
trustee, paying agent, holder or other institution is or has agreed to be subject related to the Indenture, the Company and the Guarantor
agree (i) to provide to the Trustee sufficient information about holders or other applicable parties and/or transactions (including
any modification to the terms of such transactions) so that the Trustee can determine whether it has tax-related obligations under Applicable
Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent
necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee
for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the
termination of the Indenture.


 






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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 COMPANY


 


[2.125% NOTES DUE 2024]


[2.400% NOTE DUE 2025]


[3.800% NOTES DUE 2052]


 


FULLY AND UNCONDITIONALLY GUARANTEED BY


 


CONOCOPHILLIPS


 


	 	 	 	CUSIP No.
	No.	 	 	$




 


ConocoPhillips Company, 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 its registered assigns, the principal sum of Dollars[, or such greater or lesser amount as indicated on the Schedule
of Exchanges of Securities hereto,]* on [March 8, 2024] [March 7, 2025] [March 15, 2052].


 


		Interest Payment Dates :	[March 8 and September 8]

[March 7 and September 7]

[March 15 and September 15]
	 	 	 
	 	Record Dates:	March 1 and September 1



 


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.


 






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


 


Dated: March 8, 2022


 


			CONOCOPHILLIPS COMPANY
	 	 	 
	 	 	By:	
	 	 	 	Name: Andrew M. O’Brien
	 	 	 	Title:   Vice President and Treasurer



 


	 	 	By:	 
	 	 	 	Name: Benjamin L. Carlson
	 	 	 	Title:   Assistant Treasurer



 


GUARANTEE


 


ConocoPhillips, 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 
	 	 	 
	 	 	By:	
	 	 	 	Name: Andrew M. O’Brien
	 	 	 	Title:   Vice President and Treasurer


 






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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, N.A.,

as Trustee


 


	By:		Date:
March 8, 2022
	 	Authorized Signatory	 



 






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[FORM OF REVERSE OF SECURITY]


 


CONOCOPHILLIPS COMPANY


 


[2.125% NOTE DUE 2024]


[2.400% NOTE DUE 2025]


[3.800% NOTE DUE 2052]


 


FULLY AND UNCONDITIONALLY GUARANTEED BY


 


CONOCOPHILLIPS


 


This Security is one of a duly authorized issue
of [2.125% Notes due 2024] [2.400% Notes due 2025] [3.800% Notes due 2052] (the “Securities”) of ConocoPhillips Company, a
Delaware corporation (the “Company”).


 


1.            Interest.
[The Company promises to pay interest on the principal amount of this Security at 2.125% per annum from March 8, 2022 until maturity.
The Company will pay interest semiannually, in arrears, on March 8 and September 8 of each year (each an “Interest Payment
Date”), or if any such day is not a Business Day, on the next succeeding Business Day, and no interest will accrue as a result of
such delay. 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 March 8, 2022; 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 September 8, 2022.] [The Company promises to pay interest on the principal amount of this Security at 2.400%
per annum from March 8, 2022 until maturity. The Company will pay interest semiannually, in arrears, on March 7 and September 7
of each year (each an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business
Day, and no interest will accrue as a result of such delay. 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 March 8, 2022; 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 September 7, 2022.] [The Company promises to pay interest
on the principal amount of this Security at 3.800% per annum from March 8, 2022 until maturity. The Company will pay interest semiannually,
in arrears, on March 15 and September 15 of each year (each an “Interest Payment Date”), or if any such day is not
a Business Day, on the next succeeding Business Day, and no interest will accrue as a result of such delay. 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 March 8,
2022; 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 September 15, 2022.] 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.


 






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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 to accounts in the United States 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, N.A., 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.


 


4.            Guarantee.
ConocoPhillips, 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 December 7, 2012 (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 [$900,000,000] [$900,000,000] [$1,100,000,000] 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.


 






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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 above such amount. 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.


 


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


 


8.            Redemption.
[Prior to September 8, 2022, the Securities are not redeemable at the Company’s option. On or after September 8, 2022
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 10 nor more than 60 days’ prior notice
as provided in the Indenture, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places)
equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error. In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such
other method as the Trustee in its sole discretion deems appropriate and fair. If any Security is to be redeemed in part only, the notice
of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security
in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the holder of the Security upon surrender
for cancellation of the original Security. For so long as the Securities are held by DTC (or another depositary), the redemption of the
Securities shall be done in accordance with the policies and procedures of the depositary.]


 


[Prior to March 8, 2023, the Securities are
not redeemable at the Company’s option. On or after March 8, 2023, 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 10 nor more than 60 days’ prior notice as provided in the Indenture, at a Redemption Price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to 100% of the principal amount of the Securities
to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date. The Company’s actions and determinations in determining
the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. In the case of a partial redemption, selection
of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion
of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security
will be issued in the name of the holder of the Security upon surrender for cancellation of the original Security. For so long as the
Securities are held by DTC (or another depositary), the redemption of the Securities shall be done in accordance with the policies and
procedures of the depositary.]


 






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[Prior to September 15, 2051 (the “Par
Call Date”), 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 10 nor more than 60
days’ prior notice as provided in the Indenture, at a Redemption Price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the Redemption Date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date
of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, 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 10 nor more than 60 days’ prior notice as provided in the Indenture, at a Redemption Price equal to 100% of the
principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date. The Company’s
actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method
as the Trustee in its sole discretion deems appropriate and fair. If any Security is to be redeemed in part only, the notice of redemption
that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal
amount equal to the unredeemed portion of the Security will be issued in the name of the holder of the Security upon surrender for cancellation
of the original Security. For so long as the Securities are held by DTC (or another depositary), the redemption of the Securities shall
be done in accordance with the policies and procedures of the depositary.


 


“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.


 






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The Treasury
Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities
are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the Redemption Date.


 


If on the
third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Company
shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with
a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.]


 


9.            Amendments
and Waivers. Subject to certain exceptions and limitations as set forth in the Indenture, 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 establish the form or terms of Securities of
any series as permitted by the Indenture; (x) 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 (xi) 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.


 






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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, subject
to certain exceptions and limitations as set forth in the Indenture, 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, any premium on or any mandatory sinking fund payment
with respect to, 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 any obligation of the Company or the Guarantor
to pay Additional Amounts with respect to any Security; (vi) change the coin or currency in which any Security or any premium or
interest with respect thereto is payable; (vii) 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; (viii) 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 (ix) 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.


 






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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 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 as set forth in the Indenture, 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.


 






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14.          Authentication.
This Security shall not be valid until authenticated by the manual or electronic 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).


 


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


 


ConocoPhillips Company

925 N. Eldridge Parkway

Houston, Texas 77079

Telephone: (281) 293-1000

Attention: Treasurer


 






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SCHEDULE OF EXCHANGES OF SECURITIES


 


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


 





	Date of Exchange	 	Amount of Decrease

 in Principal Amount

 of this Global Security	 	Amount of Increase in

 Principal Amount of 

this Global Security	 	Principal Amount of 

this Global Security

 Following Such

 Decrease or Increase	 	Signature of 

Authorized Officer of

 Trustee or Security

 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 






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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)


 






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