Exhibit 4.2


 


Execution Version


 


FIRST SUPPLEMENTAL INDENTURE


 


This FIRST SUPPLEMENTAL
INDENTURE, dated as of March 11, 2022 (this “Supplemental Indenture”), is by and among CONOCOPHILLIPS
COMPANY, a Delaware corporation (the “Company”), CONOCOPHILLIPS, a Delaware corporation (the “Guarantor”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the Guarantor
and the Trustee are parties to an Indenture, dated as of December 7, 2012 (the “Base Indenture” and, as supplemented
by this Supplemental Indenture, the “Indenture”), relating to the issuance from time to time by the Company of its
Securities on terms to be specified at the time of issuance;


 


WHEREAS, Section 9.01(8) of
the Base Indenture provides that the Company, the Guarantor and the Trustee may amend or supplement the Base Indenture to change or eliminate
any of the provisions of the Base Indenture; provided that any such change or elimination shall become effective only when there is no
outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected
in any material respect by such change in or elimination of such provision;


 


WHEREAS, Section 9.01(9) of
the Base Indenture provides that the Company, the Guarantor and the Trustee may amend or supplement the Base Indenture to establish the
form or terms of Securities of any series as permitted by Section 2.01 of the Base Indenture;


 


WHEREAS, pursuant to an Offering
Memorandum, dated as of February 22, 2022 (the “Offering Memorandum”), the Guarantor and certain of its subsidiaries,
including the Company, have offered (i) certain eligible holders of 6.50% Notes due 2039 and 5.90% Notes due 2038 issued by the Guarantor,
5.95% Notes due 2036 issued by Burlington Resources LLC (“Burlington”), and 5.95% Notes due 2046 issued by the Company
(such notes, collectively, the “Pool 1 Notes”) the opportunity to exchange their Pool 1 Notes for a combination of
cash and newly issued 2062 Notes (as defined below), and (ii) certain eligible holders of 6.95% Notes due 2029 and 7.00% Notes due
2029 issued by the Company, 7.40% Notes due 2031 and 7.20% Notes due 2031 issued by Burlington, and 7.25% Notes due 2031 issued by Burlington
Resources Oil & Gas Company LP (“BRO&G”) (such notes, collectively, the “Pool 2 Notes”)
the opportunity to exchange their Pool 2 Notes for a combination of cash and newly issued 2042 Notes (as defined below);


 


WHEREAS, in connection with
these offers to exchange, the Company desires to issue two separate series of Securities, and has duly authorized the creation and issuance
of such Securities and the execution and delivery of this Supplemental Indenture to modify the Base Indenture and provide certain additional
provisions as hereinafter described;


 


WHEREAS, the parties hereto
deem it advisable to enter into this Supplemental Indenture for the purpose of establishing the terms of such Securities and providing
for the rights, obligations and duties of the Trustee with respect to such Securities; and


 






     


     


    

 


WHEREAS, all conditions and
requirements of the Base Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto.


 


NOW, THEREFORE, for consideration,
the adequacy and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:


 


ARTICLE I


 


RELATION TO INDENTURE; DEFINITIONS


 


Section 1.01          Supplemental
Indenture Integral Part of Indenture. This Supplemental Indenture constitutes an integral part of the Indenture.


 


Section 1.02          Definitions
and Headings.


 


(a)            Capitalized
terms used herein and not defined herein shall have the meanings specified in the Base Indenture;


 


(b)            All
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;


 


(c)            The
terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental
Indenture; and


 


(d)          For
all purposes of this Supplemental Indenture, capitalized terms used herein shall have the respective meanings specified below:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.


 


“Clearstream”
means Clearstream Banking, S.A., or the successor to its securities clearance and settlement operations.


 


“Definitive Note”
means a certificated Note containing, if required, the Restricted Notes Legend set forth in Section 2.09(e)(ii).


 


“DTC” means
the Depository Trust Company, a New York corporation.


 


“Euroclear”
means Euroclear S.A./N.V., a company organized under the laws of Belgium, as operator of the Euroclear System, or its successor in such
capacity.


 


“Exchange Notes”
has the meaning specified in the Registration Rights Agreement.


 


“Global Notes Legend”
means the legend set forth in Section 2.09(e)(i).


 






    	 	2	 



     


    

 


“Initial Notes”
means the Notes issued pursuant to this Supplemental Indenture on the date hereof.


 


“Interest Payment Date”,
when used with respect to any Notes, means the date specified in such Notes as the fixed date on which an installment of interest is due
and payable.


 


“Make-Whole Basis Points”,
in respect of a series of Notes, means the number of basis points set forth below under the heading “Make-Whole Basis Points”
across from the name of such series of Notes.


 


	Series of Notes	Make-Whole Basis Points
	2062 Notes	25 basis points
	2042 Notes	20 basis points


 


“Notes Custodian”
means the custodian with respect to a Global Note (as appointed by DTC), or any successor Person thereto, and will initially be the Trustee.


 


“Par Call Date”,
in respect of a series of Notes, means the date set forth under the heading “Par Call Date” below across from the name of
such series of Notes.


 


	Series of Notes	Par Call Date
	2062 Notes	September 15, 2061
	2042 Notes	September 15, 2041


 


“Place of Payment”
means the offices of the Trustee; provided that, at the option of the Company, the Company may pay amounts (a) by wire transfer
with respect to Global Securities or (b) by wire transfer or by check payable in such money mailed to a Holder’s registered
address with respect to any Notes.


 


“Qualified Institutional
Buyer” has the meaning specified in Rule 144A promulgated under the Securities Act.


 


“Redemption Date”,
when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to the Indenture.


 


“Redemption Price”,
when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to the Indenture.


 


“Registered Exchange
Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered
under the Securities Act.


 


“Registration Rights
Agreement” means the Registration Rights Agreement, dated as of March 11, 2022, among the Company, the Guarantor and the
Dealer Managers (as defined in the Offering Memorandum).


 






    	 	3	 



     


    

 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Restricted Notes Legend”
means the legend set forth in Section 2.09(e)(ii).


 


“Restricted Period”
means, with respect to any Notes, the period that is forty (40) days after the later of (i) the original issue date of the Notes
and (ii) the date when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined
in Rule 902 of Regulation S) in reliance on Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended.


 


“Transfer Restricted
Note” means any Note that contains or is required to contain a Restricted Notes Legend.


 


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


 


(i)            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.


 






    	 	4	 



     


    

 


(ii)            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, as applicable. 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.


 


Section 1.03          Index
of Other Defined Terms.


 


	Term	 	Defined in

Section
	2062 Notes	 	2.01(a)
	2042 Notes	 	2.01(b)
	Additional Notes	 	2.02(d)
	Base Indenture	 	Recitals
	Company	 	Recitals
	Global Notes	 	2.08(b)
	Guarantor	 	Recitals
	Indenture	 	Recitals
	Notes	 	2.01(b)
	Offering Memorandum	 	Recitals
	Pool 1 Notes	 	Recitals
	Pool 2 Notes	 	Recitals
	Regulation S Global Note	 	2.08(b)
	Rule 144A Global Note	 	2.08(b)
	Supplemental Indenture	 	Recitals
	Trustee	 	Recitals



 


ARTICLE II


 


THE NOTES


 


Section 2.01          Title
of Securities. There will be:


 


(a)            a
series of Securities designated the “4.025% Notes due 2062” of the Company (the “2062 Notes”); and


 


(b)            a
series of Securities designated the “3.758% Notes due 2042” of the Company (the “2042 Notes” and, together
with the 2062 Notes, the “Notes”).


 






    	 	5	 



     


    

 


Section 2.02          Limitation
of Aggregate Principal Amounts.


 


(a)            The
aggregate principal amount of the 2062 Notes will initially be limited to $1,767,690,000.


 


(b)            The
aggregate principal amount of the 2042 Notes will initially be limited to $783,545,000.


 


(c)            In
the case of each series of Notes, the aggregate principal amount specified in this Section 2.02 will be subject to the amount of
such series that is authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Sections 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 of the Base Indenture and the amount of any Securities of such
series which, pursuant to Section 2.04 and 2.17 of the Base Indenture, are deemed never to have been authenticated and delivered
thereunder.


 


(d)            The
authorized aggregate principal amount of any series of Notes may be increased before or after the issuance of such Notes by a Board Resolution
(or action pursuant to a Board Resolution) to such effect; provided, however, that any such additional Notes (“Additional
Notes”) issued of any series that are not fungible, for U.S. federal income tax purposes, with the original Notes of such series
issued hereunder will have a separate CUSIP, ISIN and other identifying number. The Notes of each series and any Additional Notes
of such series, together with any Exchange Notes issued with respect to such series in accordance with the Registration Rights Agreement,
will be treated as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions.


 


Section 2.03          Principal
Payment Dates.


 


(a)            The
principal amount of the 2062 Notes outstanding (together with any accrued and unpaid interest) will be payable in a single installment
on March 15, 2062, which date will be the Stated Maturity of the 2062 Notes.


 


(b)            The
principal amount of the 2042 Notes outstanding (together with any accrued and unpaid interest) will be payable in a single installment
on March 15, 2042, which date will be the Stated Maturity of the 2042 Notes.


 


Section 2.04          Interest
on the Notes.


 


(a)            The
2062 Notes will accrue interest at a rate of 4.025% per annum and will be payable semiannually in cash on each March 15 and September 15,
to the persons who are registered holders of the 2062 Notes at the close of business on the March 1 and September 1 immediately
preceding the applicable Interest Payment Date; provided that the first Interest Payment Date shall be September 15, 2022.


 


(b)            The
2042 Notes will accrue interest at a rate of 3.758% per annum and will be payable semiannually in cash on each March 15 and September 15,
to the persons who are registered holders of the 2042 Notes at the close of business on the March 1 and September 1 immediately
preceding the applicable Interest Payment Date; provided that the first Interest Payment Date shall be September 15, 2022.


 






    	 	6	 



     


    

 


(c)            Interest
with respect to the Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.


 


(d)            Interest
on each series of Notes will accrue from the last Interest Payment Date on which interest was paid or, if no interest has been paid, from
March 11, 2022, or, in the case of any Additional Notes issued subsequent to the date hereof, as specified in connection with the
issuance thereof.


 


Section 2.05          Method
of Payment. The Trustee will initially act as Paying Agent and Registrar. The Company will pay the principal of, premium (if any)
on and interest on and any additional amounts with respect to the Notes in Dollars. Such amounts shall be payable at the Place of Payment.


 


Section 2.06          Sinking
Fund Obligations. The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.


 


Section 2.07          Denomination.
The Notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple
of $1,000 in excess thereof.


 


Section 2.08          Form of
Notes.


 


(a)            Each
series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any
Additional Notes of any series of the Notes, changes related to issue date, issue price, under some circumstances, the first Interest
Payment Date of such Additional Notes and, if such Additional Notes are not fungible, for U.S. federal income tax purposes, with the original
Notes of such series issued hereunder, the CUSIP, ISIN and other identifying numbers and (y) any Exchange Notes of any series
of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for debt securities registered
pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the
Company is subject. Each Note shall be dated the date of its authentication.


 


(b)            On
the date of this Supplemental Indenture, the 2062 Notes shall be exchanged (together with cash) for the Pool 1 Notes and the 2042 Notes
shall be exchanged (together with cash) for the Pool 2 Notes, in each case pursuant to the Offering Memorandum. Notes may thereafter be
transferred to, among others, purchasers reasonably believed to be Qualified Institutional Buyers, purchasers in reliance on Regulation
S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially issued to Qualified Institutional Buyers shall
be initially issued in the form of one or more permanent Global Securities in fully registered form (collectively, the “Rule 144A
Global Note”) and Notes initially issued to non-U.S. Persons pursuant to Regulation S shall be initially issued in the form
of one or more permanent Global Securities in fully registered form (collectively, the “Regulation S Global Note”),
in each case without interest coupons and with the Global Notes Legend and the Restricted Notes Legend set forth in Section 2.09(e) hereof.
Such Global Securities shall be deposited on behalf of the eligible holders of the Notes represented thereby with the Notes Custodian
and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture. The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global
Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and DTC or its nominee as hereinafter provided.


 






    	 	7	 



     


    

 


(c)            The
terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Supplemental Indenture and, to the
extent applicable, the Company, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly
agree to such terms and provisions and agree to be bound thereby. If there is any conflict between the terms of the Notes and this Supplemental
Indenture, the terms of this Supplemental Indenture shall govern. With respect to the Notes, if there is any conflict between the terms
of the Base Indenture and this Supplemental Indenture, the terms of this Supplemental Indenture shall govern.


 


Section 2.09          Special
Transfer Provisions.


 


(b)            Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request to transfer or exchange, if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 or in reliance
upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form
set forth on the reverse side of the Initial Note) and (ii) if the Company or Registrar so requests, an opinion of counsel or other
evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.09(e)(ii) shall
be delivered by the transferor to the Trustee.


 


(c)          Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. Upon receipt by the Trustee of a Definitive Note, duly
endorsed or accompanied by a written instrument of transfer to a Global Note in form reasonably satisfactory to the Company and the Registrar,
together with:


 


(i)            certification
(in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (A) to a Qualified
Institutional Buyer in accordance with Rule 144A or (B) to a non-U.S. Person outside the United States in an offshore transaction
within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 of Regulation S; and


 


(ii)            written
instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the DTC account to be credited with such increase,


 


then the Trustee shall cancel such Definitive
Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC
and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled.


 






    	 	8	 



     


    

 


(d)            Transfer
and Exchange of Global Notes.


 


(i)            Transfers
by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation
S Global Note of the same series, whether before or after the expiration of the Restricted Period, shall be made in accordance with the
procedures of DTC and only upon receipt by the Trustee of a written certification (in the form set forth on the reverse side of the Initial
Note) from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation
S or (if available) Rule 144 and, if such transfer is being made prior to the expiration of the Restricted Period, the interest transferred
shall be held immediately thereafter through Euroclear, Clearstream or DTC.


 


(ii)          Beneficial
interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the same series in accordance
with the procedures of DTC if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and
(2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate
(in the form set forth on the reverse side of the Initial Note) to the effect that the beneficial interest in the Regulation S Global
Note is being transferred (A) to a Person who the transferor reasonably believes to be a Qualified Institutional Buyer, (B) to
a Person who is purchasing for its own account or the account of a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.


 


(iii)          In
the event that a Global Note is exchanged for Definitive Notes prior to the consummation of the Registered Exchange Offer or the effectiveness
of a Shelf Registration Statement (as defined in the Registration Rights Agreement) with respect to such Notes, such Notes may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.09 (including
the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144,
Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such
other procedures as may from time to time be adopted by the Company.


 






    	 	9	 



     


    

 


(e)            Restrictions
on Transfer of Regulation S Global Notes.


 


(i)            Prior
to the expiration of the Restricted Period, interests in a Regulation S Global Note may only be held through Euroclear, Clearstream or
DTC. During the Restricted Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged or transferred
through Euroclear, Clearstream or DTC in accordance with the Applicable Procedures and only (A) to the Company or any Subsidiary
thereof, (B) pursuant to a registration statement that has been declared effective under the Securities Act, (C) for so long
as such security is eligible for resale pursuant to Rule 144A, to a Person whom the selling holder reasonably believes is a Qualified
Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that
the resale, pledge or transfer is being made in reliance on Rule 144A, (D) pursuant to offers and sales to non-U.S. Persons
that occur outside the United States (within the meaning of Regulation S under the Securities Act), or (E) pursuant to another available
exemption from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of
any state of the United States, subject to the Company’s and the Trustee’s right prior to any such offer, sale or transfer
pursuant to clause (D) or (E) to require the delivery of an opinion of counsel, certification and/or other information satisfactory
to each of them. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in a Regulation S Global
Note to a transferee who takes delivery of such interest through a Rule 144A Global Note shall be made only in accordance with the
Applicable Procedures, pursuant to Rule 144 or 144A of the Securities Act and upon receipt by the Trustee of a written certification
(in the form on the reverse side of the Initial Note).


 


(ii)            Upon
the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable in accordance
with applicable law and the other terms of the Indenture.


 


(f)            Legend.


 


(i)            Each
Note certificate evidencing the Global Notes (and all Notes that are Global Notes issued in exchange therefor or in substitution thereof)
will contain a legend substantially to the following effect (each defined term in the legend being defined as such for purposes of the
legend only):


 


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.


 


(ii)            Except
as permitted by the following paragraphs (iii), (iv), (v) or (vi), each Note certificate evidencing the Global Notes and the Definitive
Notes (and all Notes issued in exchange therefor or in substitution thereof) will contain a legend substantially to the following effect
(each defined term in the legend being defined as such for purposes of the legend only):


 






    	 	10	 



     


    

 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER


 


(1)            REPRESENTS
THAT


 


(A)          IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 


(B)            IT
IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND


 


(2)            AGREES
FOR THE BENEFIT OF CONOCOPHILLIPS COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST
HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY


 


(A)          TO
CONOCOPHILLIPS COMPANY,


 


(B)            PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,


 


(C)            TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,


 


(D)          IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR


 


(E)           PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH
MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
(2)(E) ABOVE, CONOCOPHILLIPS COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE
AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 






    	 	11	 



     


    

 


(iii)           Upon
any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made
in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).


 


(iv)            After
a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement (as defined in the Registration
Rights Agreement) with respect to such Initial Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on
such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.


 


(v)            Upon
the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are
offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued
in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend will be deposited with the
Notes Custodian and the corresponding Initial Notes cancelled.


 


(vi)           Upon
a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements
that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued
in global form shall continue to apply.


 


Section 2.10          Optional
Redemption.


 


(a)            On
and after the applicable Par Call Date, the Company may redeem the Notes of a series at its option, in whole or in part, at any time or
from time to time, at a Redemption Price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest on such Notes, if any, to the applicable Redemption Date (subject to the right of holders of record on the relevant record date
to receive interest due on the relevant Interest Payment Date).


 


(b)            Prior
to the applicable Par Call Date, the Company may redeem the Notes of a series at its option, in whole or in part, at any time or from
time to time, 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 on the Notes redeemed discounted to the Redemption
Date (assuming such Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus the applicable Make-Whole Basis Points less (b) interest accrued to the Redemption Date,
and


 






    	 	12	 



     


    

 


(ii)            100%
of the principal amount of the Notes to be redeemed,


 


plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.


 


(c)            The
Company’s actions and determinations in determining the Redemption Price in connection with any redemption pursuant to this Section 2.10
shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.11          Selection
by Trustee of Notes to Be Redeemed.


 


(a)            In
the case of a partial redemption of the Notes of a series, selection of the Notes of such series for redemption shall be made on a pro
rata basis, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair (or, in the case of Global
Notes, Notes will be selected for redemption using the method prescribed by DTC). No Notes of a principal amount of $2,000 or less will
be redeemed in part.


 


(b)            For
all purposes of the Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate,
in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been
or is to be redeemed.


 


Section 2.12          Notice
of Redemption.


 


(a)            Notice
of redemption shall be mailed by first-class mail, postage prepaid, or sent electronically (or otherwise transmitted in accordance with
the Applicable Procedures) at least ten (10) but not more than sixty (60) days prior to the Redemption Date, to each Holder of Notes
to be redeemed, at its address appearing in the Registrar, except that redemption notices may be sent more than sixty (60) days prior
to a Redemption Date if the notice is issued in connection with a legal defeasance or covenant defeasance of the Notes or a satisfaction
and discharge of the Indenture, in each case pursuant to Article VIII of the Base Indenture.


 


(b)            All
notices of redemption shall identify the Notes to be redeemed and shall state:


 


(1)            the
Redemption Date;


 


(2)            the
Redemption Price, if then determined and otherwise the basis for its determination;


 


(3)            that,
unless the Company and the Guarantor default in making the redemption payment, interest on the Notes called for redemption ceases to accrue
on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price
upon surrender to the Paying Agent of the Notes redeemed;


 






    	 	13	 



     


    

 


(4)            if
any Note is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after the Redemption Date,
upon surrender for cancellation of such Note to the Paying Agent, a new Note or Notes in the aggregate principal amount equal to the unredeemed
portion thereof will be issued without charge to the Holder;


 


(5)            that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price and the name and address of the Paying
Agent; and


 


(6)            the
CUSIP/ISIN numbers of the Notes.


 


(c)            Notice
of redemption of such Notes to be redeemed at the election of the Company shall be given by the Company. At the Company’s request,
the Trustee shall give the notice of redemption in the name and at the expense of the Company; provided that the Company shall
have delivered to the Trustee, at least five (5) Business Days before notice of redemption is required to be given pursuant to Section 2.12(a) (unless
a shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in Section 2.12(b).


 


Section 2.13          Deposit
of Redemption Price. Prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.06
of the Base Indenture) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Notes which are to be redeemed on that date.


 


Section 2.14          Notes
Payable on Redemption Date.


 


(a)            Notice
of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Notes for redemption in accordance with said
notice, such Notes shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Notes, or one or more predecessor notes, registered as such at the close of business on the relevant record dates according to
their terms and the provisions hereof and of Section 2.14 of the Base Indenture.


 


(b)            If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in the Note.


 


Section 2.15          Notes
Redeemed in Part. Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Note so surrendered.


 






    	 	14	 



     


    

 


ARTICLE III


 


AMENDMENTS TO BASE INDENTURE


 


Section 3.01          Amendments
to Section 11.02 of the Base Indenture.


 


(a)            The
address of the Company set forth in Section 11.02 of the Base indenture is hereby replaced with: ConocoPhillips Company, 925 N. Eldridge
Parkway, Houston, TX, 77079, Telephone: 281-293-1000.


 


(b)            The
address of the Guarantor set forth in Section 11.02 of the Base indenture is hereby replaced with: ConocoPhillips, 925 N. Eldridge
Parkway, Houston, TX, 77079, Telephone: 281-293-1000.


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.01 Adoption,
Ratification and Confirmation. The Base Indenture, as modified and supplemented by this Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed.


 


Section 4.02 Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by telecopier, facsimile
or other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law) will constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for
all purposes.


 


Section 4.03 Governing
Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


Section 4.04 Trustee
Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Guarantor, and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture.


 


[signature page follows]


 






    	 	15	 



     


    

 


IN WITNESS WHEREOF, the Company, the Guarantor and
the Trustee have executed this Supplemental Indenture as of the date first above written.


 


	 	CONOCOPHILLIPS
	 	 	 	      
	 	By:	/s/ Andrew M. O’Brien
	 	 	Name:	Andrew M. O’Brien
	 	 	Title:	Vice President and Treasurer
	 	 	 	   
	 	CONOCOPHILLIPS COMPANY
	 	 	 	   
	 	By:	/s/ Andrew M. O’Brien
	 	 	Name:	Andrew M. O’Brien
	 	 	Title:	Vice President and Treasurer
	 	 	 	    
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee
	 	 	 	   
	 	By:	/s/ Lawrence M. Kusch
	 	 	Name:	Lawrence M. Kusch
	 	 	Title:	Vice President



 






     


     


    

 


ANNEX 1


 


FORM OF 2062 NOTES


 


 






     


     


    

 



 


[FORM OF] FACE OF INITIAL NOTE


 


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.


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT



 


		(A)	IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR



 


		(B)	IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND



 


		(2)	AGREES FOR THE BENEFIT OF CONOCOPHILLIPS COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND ONLY



 


		(A)	TO CONOCOPHILLIPS COMPANY,



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,



 






     


     


    

 


		(D)	IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR



 


		(E)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, CONOCOPHILLIPS
COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 






     


     


    

 


CONOCOPHILLIPS COMPANY


 


4.025% NOTE DUE 2062


 


FULLY AND UNCONDITIONALLY GUARANTEED BY


 


CONOCOPHILLIPS


 


CUSIP No. [20826F AY2]1[U19476
AB3]2[20826F AZ9]3


ISIN: [US20826FAY25]4[USU19476AB39]5[US20826FAZ99]6


 


		No. [U-001]7[S-001]8[A-001]9	Principal Amount $[●]



 


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 Cede & Co. 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 March 15, 2062.


 


		Interest Payment Dates:	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.


 





 



 


		1	For 144A Note.
		2	For Reg S Note.
		3	For IAI Note.
		4	For 144A Note.
		5	For Reg S Note.
		6	For IAI Note.
		7	For 144A Note.
		8	For Reg S Note.
		9	For IAI Note.



 






     


     


    

 


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


 


Dated:


 


	 	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




 






     


     


    

 


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:	 	 





 


Authorized Signatory


 






     


     


    

 


[REVERSE OF SECURITY]


 


CONOCOPHILLIPS COMPANY


 


4.025% NOTE DUE 2062


 


FULLY AND UNCONDITIONALLY GUARANTEED


 


BY CONOCOPHILLIPS


 


This Security is one of a duly authorized issue of
4.025% Notes due 2062 (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 4.025% per annum from March 11, 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 11, 2022, provided 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.


 


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 referred to on the face hereof (each, a “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 Dollars. 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 (a) by wire transfer with respect to Global Securities or
(b) by wire transfer or 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”), 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 “Base Indenture”), as supplemented
by the First Supplemental Indenture, dated as of March 11, 2022 (the “Supplemental Indenture” and, together with the
Base Indenture, as amended and supplemented from time to time, 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”). 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 $1,767,690,000 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 any such additional
Securities (“Additional Securities”) issued of any series that are not fungible, for U.S. federal income tax purposes, with
the original Securities of such series issued under the Indenture will have a separate CUSIP, ISIN and other identifying number.
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 in excess thereof. 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.
The Securities are redeemable, in whole or in part, at the option of the Company at any time and from time to time prior to the Stated
Maturity of the Securities, upon prior notice as provided in Section 2.12 of the Supplemental Indenture, at the Redemption Price
set forth in Section 2.10(a) or (b) of the Supplemental Indenture, as applicable, plus accrued and unpaid interest on the
Securities, if any, to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date). In the event of redemption of this Security in part only, a new Security or Securities
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


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.


 


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.


 


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.


 


14.            Authentication
and Counterparts. This Security shall not be valid until authenticated by the manual or electronic signature of the Trustee or an
authenticating agent. The parties may sign any number of copies of this Security. Each signed copy shall be an original, but all of them
together represent the same Security. The exchange of copies of this Security and of signature pages by telecopier, facsimile or
other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law) will constitute effective execution and delivery of this Security
as to the parties hereto and may be used in lieu of the original Security and signature pages for all purposes.


 


15.            CUSIP
Numbers. 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.


 






     


     


    

 


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



 






     


     


    

 



 


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)



 






    


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the date that is [40 days]10[one
year]11 after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company; or



 


		(2)	 ̈	pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈	inside the United States to a person reasonably believed to be a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈	to a non-United States person outside the United States in an offshore transaction in compliance with Rule 903
or Rule 904 of Regulation S under the Securities Act; or



 


		(5)	 ̈	pursuant to any other available exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee
shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature






 





 






	10	For Reg S Note



	11	For 144A Note.



 






    


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


ConocoPhillips


925 N. Eldridge Parkway Houston, TX 77079


 


The Bank of New York Mellon Trust Company, N.A.


Attn: Corporate Trust Admin – ConocoPhillips Company


601 Travis Street, 16th Floor, Houston, Texas 77002


 


Re: ConocoPhillips Company (the “Company”)


4.025% Notes due 2062 (the “Notes”)


 


Reference is hereby made to the Indenture, dated
as of December 7, 2012 (the “Base Indenture”) and the First Supplemental Indenture thereto, dated as of March 11,
2022 (the “Supplemental Indenture” and, together with the Base Indenture, as amended and supplemented from time to
time, the “Indenture”), among CONOCOPHILLIPS COMPANY, a Delaware corporation, as issuer, CONOCOPHILLIPS, as guarantor,
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee. Capitalized terms used but not defined herein will have the meanings
given to them in the Indenture.


 


______(the
 “Owner”) owns and proposes to exchange the Notes or an interest in the Notes, in the principal amount of $           in
such Notes or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection
with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal
principal amount, the Notes or interest in the Notes are being transferred to a Person (A) who the transferor reasonably believes
to be a Qualified Institutional Buyer, (B) purchasing for its own account or the account of a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of
the United States and other jurisdictions.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated         .


 


	 	[Insert Name of Transferor]






 


		By:	






		Name:	






		Title:	



 


	Dated:	 	 



 






    


     


    

 


FORM OF CERTIFICATE TO BE DELIVERED IN

CONNECTION WITH TRANSFERS PURSUANT TO

REGULATION S12


 


[Date]


 


Attention:


 


Re:    ConocoPhillips
Company (the “Company”)


4.025% Notes due
2062 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with
our proposed sale or other transfer of $          aggregate
principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:


 


		(1)	the offer of the Notes was not made to a person in the United States;



 


(2)            either
(a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has
been prearranged with a buyer in the United States;


 


(3)            no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of
Regulation S, as applicable;


 


(4)            the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)            we
have advised the transferee of the transfer restrictions applicable to the Notes.


 


You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth
in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[Name of Transferor]






 


		By:	
	 	 	Authorized Signatory



 





 






	12	To be included only with Reg S Note.



 






    


     


    

 


ANNEX 2


 


FORM OF 2042 NOTES


 






    


     


    

 


[FORM OF] FACE OF INITIAL NOTE


 


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.


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


		(1)	REPRESENTS THAT



 


		(A)	IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR



 


		(B)	IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND



 


		(2)	AGREES FOR THE BENEFIT OF CONOCOPHILLIPS COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND ONLY



 


		(A)	TO CONOCOPHILLIPS COMPANY,



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,



 






    2


     


    

 


		(D)	IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR



 


		(E)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, CONOCOPHILLIPS
COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 






    3


     


    

 


CONOCOPHILLIPS COMPANY


 


3.758% NOTE DUE 2042


 


FULLY AND UNCONDITIONALLY GUARANTEED BY


 


CONOCOPHILLIPS


 


CUSIP No. [20826F AW6]13[
U19476 AA5]14[20826F AX4]15


ISIN: [US20826FAW68]16[
USU19476AA55]17[US20826FAX42]18


 


	No. [U-001]19[S-001]20[A-001]21 	Principal Amount $[●]



 


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 Cede & Co. 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 March 15, 2042.


 


		Interest Payment Dates:	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.


 





 






	13	For 144A Note.



	14	For Reg S Note.



	15	For IAI Note.



	16	For 144A Note.



	17	For Reg S Note.



	18	For IAI Note.



	19	For 144A Note.



	20	For Reg S Note.



	21	For IAI Note.



 






    4


     


    

 


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


 


Dated:


 


	 	CONOCOPHILLIPS COMPANY



 


		By:	 






		Name:






		Title:



 


		By:	 






		Name:






		Title:



 


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:






		Title:



 






    


     


    

 


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:		 






Authorized Signatory


 






    


     


    

 



 





[REVERSE OF SECURITY]


 


CONOCOPHILLIPS COMPANY


 


3.758% NOTE DUE 2042


 


FULLY AND UNCONDITIONALLY GUARANTEED BY


 


CONOCOPHILLIPS


 


This Security is one of a duly
authorized issue of 3.758% Notes due 2042 (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 3.758% per annum from March 11, 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 11, 2022; provided 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.


 


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 referred to on the face hereof (each, a “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 Dollars. 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 (a) by wire transfer with respect to Global Securities or
(b) by wire transfer or 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”), 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.


 






    7 


     


    

 


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 “Base Indenture”), as supplemented
by the First Supplemental Indenture, dated as of March 11, 2022 (the “Supplemental Indenture” and, together with the
Base Indenture, as amended and supplemented from time to time, 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”). 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 $783,545,000 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 any such additional
Securities (“Additional Securities”) issued of any series that are not fungible, for U.S. federal income tax purposes, with
the original Securities of such series issued under the Indenture will have a separate CUSIP, ISIN and other identifying number.
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 in excess thereof. 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 


     


    

 


8.            Redemption.
The Securities are redeemable, in whole or in part, at the option of the Company at any time and from time to time prior to the Stated
Maturity of the Securities, upon prior notice as provided in Section 2.12 of the Supplemental Indenture, at the Redemption Price
set forth in Section 2.10(a) or (b) of the Supplemental Indenture, as applicable, plus accrued and unpaid interest on the
Securities, if any, to the applicable Redemption Date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date). In the event of redemption of this Security in part only, a new Security or Securities
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.


 


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.


 


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.


 






    9 


     


    

 


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.


 


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.


 






    10 


     


    

 


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
and Counterparts. This Security shall not be valid until authenticated by the manual or electronic signature of the Trustee or an
authenticating agent. The parties may sign any number of copies of this Security. Each signed copy shall be an original, but all of them
together represent the same Security. The exchange of copies of this Security and of signature pages by telecopier, facsimile or
other electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law) will constitute effective execution and delivery of this Security
as to the parties hereto and may be used in lieu of the original Security and signature pages for all purposes.


 


15.            CUSIP
Numbers. 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.


 






    11 


     


    

 


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



 






     


     


    

 


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)



 






     


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the date that is [40 days]22[one
year]23 after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company; or



 


		(2)	 ̈	pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈	inside the United States to a person reasonably believed to be a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈	to a non-United States person outside the United States in an offshore transaction in compliance with Rule 903
or Rule 904 of Regulation S under the Securities Act; or



 


		(5)	 ̈	pursuant to any other available exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee
shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
		Signature



 





 



 


22 For Reg S Note.


23 For 144A Note.


 






     


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


ConocoPhillips


925 N. Eldridge Parkway Houston, TX 77079


 


The Bank of New York Mellon Trust Company, N.A.


Attn: Corporate Trust Admin – ConocoPhillips Company


601 Travis Street, 16th Floor, Houston, Texas 77002


 


Re: ConocoPhillips Company (the “Company”)


3.758% Notes due 2042 (the “Notes”)


 


Reference is hereby made to the Indenture, dated
as of December 7, 2012 (the “Base Indenture”) and the First Supplemental Indenture thereto, dated as of March 11,
2022 (the “Supplemental Indenture” and, together with the Base Indenture, as amended and supplemented from time to
time, the “Indenture”), among CONOCOPHILLIPS COMPANY, a Delaware corporation, as issuer, CONOCOPHILLIPS, as guarantor,
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee. Capitalized terms used but not defined herein will have the meanings
given to them in the Indenture.


 


______(the “Owner”)
owns and proposes to exchange the Notes or an interest in the Notes, in the principal amount of $          in
such Notes or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection
with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an
equal principal amount, the Notes or interest in the Notes are being transferred to a Person (A) who the transferor reasonably believes
to be a Qualified Institutional Buyer, (B) purchasing for its own account or the account of a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated        .


 


	 	[Insert Name of Transferor]
	 	 
	 	 
		By:	
		Name:	
		Title:	



 


 


		Dated:	 	 



 






     


     


    

 


FORM OF CERTIFICATE TO BE DELIVERED IN

CONNECTION WITH TRANSFERS PURSUANT TO

REGULATION S24


 


[Date]


 


Attention:


 


		Re:	ConocoPhillips Company (the “Company”)

3.758% Notes due 2042 (the “Notes”)	 



 


Ladies and Gentlemen:


 


In connection with
our proposed sale or other transfer of $          aggregate
principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:


 


		(1)	the offer of the Notes was not made to a person in the United States;



 


(2)            either
(a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has
been prearranged with a buyer in the United States;


 


(3)            no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of
Regulation S, as applicable;


 


(4)            the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)            we
have advised the transferee of the transfer restrictions applicable to the Notes.


 


You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth
in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[Name of Transferor]
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory




 





 



 


		24	To be included only with Reg S Note.