2016 Proxy Statement

Contents Letter to Stockholders I 2016 Annual Meeting II Proxy Summary III Proposals Requiring Your Vote III Director Nominees IV Governance Highlights V Board Refreshment and Succession V Stockholder Engagement VI Executive Officers VI Pay for Performance VII 2015 Strategy and Path Forward VII Executive Compensation Alignment VII 2015 Performance Highlights VIII Stock Performance Graph VIII Compensation Highlights IX 2015 Executive Compensation Summary XII Our Commitment to Sustainability XIII SPIRIT Values XIV Notice of 2016 Annual Meeting of Stockholders and Proxy Statement 1 On the cover and pictured above: Well pad in the Bakken unconventional development in North America.

Letter to Stockholders March 28, 2016 Dear Fellow Stockholder: I invite you to join the ConocoPhillips Board of Directors, executives, employees and your fellow stockholders at our 2016 Annual Meeting of Stockholders. The meeting will take place at the Omni Houston Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, on Tuesday, May 10, 2016, at 9:00 a.m. CDT. continuously for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our By-Laws. Every Vote Is Important—Please Vote Right Away Your vote is very important to us and to our business. Prior to the meeting, I encourage you to sign and return your proxy card, use telephone or Internet voting, or visit the Annual Meeting website at www.conocophillips.com/annualmeeting to register your vote. Instructions on how to vote begin on page 85. The attached Notice of Annual Meeting of Stockholders and Proxy Statement provide information about the business to be conducted at the meeting. Governance Highlights Proxy access has gained considerable momentum among investors. Following our 2015 Annual Meeting, at which a proxy access stockholder proposal received the support of a majority of the votes cast, and through the summer and fall of 2015, we engaged in extensive stockholder outreach. From the Board’s perspective, we want to balance the interests of significant stockholders with the potential for disruption that could result from an abusive use of this tool, such as by parties without a meaningful level of ownership or long-term stake in the company. Following a review of corporate governance best practices and trends and our Company’s particular facts and circumstances, as well as the views expressed by our stockholders in voting for the stockholder proposal and in the engagement efforts that followed, our Board amended our By-Laws to provide a proxy access right to stockholders. As a result, a stockholder or a group of up to 20 stockholders, owning at least 3% of our shares Our Brand The essence of the ConocoPhillips brand is Accountability + Performance. These guide not only what we do, but how we do it. Our SPIRIT Values—Safety, People, Integrity, Responsibility, Innovation and Teamwork—are a part of our brand and remain a key component of our company culture. I invite you to attend our Annual Meeting in May to learn more about our brand, our values and our Company. Thank you for your support. Ryan M. Lance Chairman and Chief Executive Officer ConocoPhillips 2016 PROXY STATEMENT I

2016 Annual Meeting Directions from Downtown Houston • Take I-10 West 3 miles past Sam Houston Tollway. • Exit Eldridge Parkway (Exit 753A). • Turn right (north) on Eldridge Parkway. • The hotel will be immediately on your left. Date: Tuesday, May 10, 2016 Time: 9:00 a.m. (CDT) Location: Omni Houston Hotel at Westside 13210 Katy Freeway Houston, Texas 77079 (281) 558-8338 Record Date: March 14, 2016 Old Katy Road I-10 Katy Freeway I-10 i Visit Our Annual Meeting Website: www.conocophillips.com/annualmeeting • Watch a special message for our stockholders from Ryan Lance, our Chairman and CEO. • Review and download this Proxy Statement and our Annual Report. • Sign up for electronic delivery of future Annual Meeting materials to save money and reduce ConocoPhillips’ impact on the environment. Electronic Delivery of Proxy Statement and Annual Report Materials Stockholders of record and most beneficial owners can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you own ConocoPhillips stock in your name, you can help us reduce paper consumption, production and mailing costs by choosing this option. Just follow the instructions on your proxy card or those provided when you vote by telephone or over the Internet. If you hold your ConocoPhillips stock through a bank, broker or other holder of record, please refer to the information provided by that entity for instructions on how to go green by electing to view future proxy statements and annual reports over the Internet. Questions and Answers (page 85) Please see the Questions and Answers section beginning on page 85 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals for the 2017 Annual Meeting of Stockholders. N. Dairy Ashford Rd N. Eldridge Pky ConocoPhillips 2016 PROXY STATEMENT N II

Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2015 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Proposals Requiring Your Vote 1 2 3 4-5 Board Recommendation Election of Directors For more information, see page 16. FOR Each Nominee Board Recommendation FOR Ratification of Independent Registered Public Accounting Firm For more information, see page 24. Board Recommendation FOR Advisory Approval of the Compensation of the Company’s Named Executive Officers For more information, see page 28. Board Recommendation AGAINST Proposal Stockholder Proposals For more information, see pages 80-83. Each Votes Required for Approval: Affirmative “FOR” vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Participate in the Future of ConocoPhillips—Vote Now Online Use your smartphone or computer. www.proxyvote.com Your vote is very important to us and to our business. Vote now. Even if you plan to attend our Annual Meeting in person, please read this Proxy Statement carefully and vote right away using any of these methods. In all cases, have your proxy card or voting instruction card in hand and follow the instructions. Phone Call Dial (800) 690-6903 toll-free 24/7. If you are a beneficial owner and do not give your broker instructions on how to vote your shares, the broker will return the proxy card to us without voting on proposals not considered “routine.” This is known as a broker non-vote. Only the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2016 is considered to be a routine matter. Your broker may not vote on any non-routine matters without instructions from you. or Mail Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope. If you hold your ConocoPhillips stock in a brokerage account (that is, in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voting instruction card carefully. If you plan to vote in person at the Annual Meeting and you hold your ConocoPhillips stock in street name, you must obtain a proxy from your broker and bring that proxy to the meeting. If you hold your stock through ConocoPhillips’ employee benefit plans, please see “Questions and Answers About the Annual Meeting and Voting” for information about voting. ConocoPhillips 2016 PROXY STATEMENT III

Director Nominees The Board recommends a vote for all the nominees listed below. Richard L. Armitage Age: 70 Director since: 2006 Independent: YES ConocoPhillips Committees: DAC, PPC John V. Faraci Age: 66 Director since: 2015 Independent: YES ConocoPhillips Committees: AFC Ryan M. Lance Age: 53 Director since: 2012 Independent: NO ConocoPhillips Committees: Exec* President of Armitage International; former U.S. Deputy Secretary of State; served as Assistant U.S. Secretary of Defense for International Security Affairs and held a wide variety of high ranking U.S. diplomatic positions. Other current directorships: ManTech International Corporation Served as Chairman and CEO of International Paper Co.; served as CFO and in various other financial, planning and management positions at International Paper Co. Other current directorships: PPG Industries, Inc. United Technologies Corporation Chairman and CEO of ConocoPhillips. Arjun N. Murti Age: 46 Director since: 2015 Independent: YES ConocoPhillips Committees: AFC Senior Advisor at Warburg Pincus; served as a Partner, Managing Director and VP at Goldman Sachs; served as equity analyst at JP Morgan Investment Management and Petrie Parkman. Jody Freeman Age: 52 Director since: 2012 Independent: YES ConocoPhillips Committees: HRCC, PPC Richard H. Auchinleck1 Age: 64 Director since: 2002 Independent: YES ConocoPhillips Committees: Exec, HRCC, DAC* Archibald Cox Professor of Law at Harvard Law School and founding director of the Harvard Law School Environmental Law and Policy Program; served as a professor of Law at UCLA Law School; served as Counselor for Energy and Climate Change in the White House and as an independent consultant to the National Commission on the Deepwater Horizon Oil Spill and Offshore Drilling. Robert A. Niblock Age: 53 Director since: 2010 Independent: YES ConocoPhillips Committees: Exec, HRCC,* DAC Served as President and CEO of Gulf Canada Resources Limited and as COO of Gulf Canada; served as CEO for Gulf Indonesia Resources Limited. Other current directorships: Telus Corporation2 Chairman, President and CEO of Lowe’s Companies, Inc.; served as VP and Treasurer, SVP, EVP and CFO of Lowe’s; formerly with accounting firm Ernst & Young. Other current directorships: Lowe’s Companies, Inc. Charles E. Bunch Age: 66 Director since: 2014 Independent: YES ConocoPhillips Committees: AFC Gay Huey Evans, OBE Age: 61 Director since: 2013 Independent: YES ConocoPhillips Committees: AFC Executive Chairman and former Chairman and CEO of PPG Industries, Inc.; served as President, COO, EVP and SVP of PPG Industries, Inc. Other current directorships: PPG Industries, Inc. PNC Financial Services Group Marathon Petroleum Corporation Harald J. Norvik Age: 69 Director since: 2005 Independent: YES ConocoPhillips Committees: Exec, HRCC, PPC* Former Vice Chairman of the Board and Non-Executive Chairman, Europe, of the International Swaps and Derivatives Association, Inc.; former Vice Chairman, Investment Banking and Investment Management at Barclays Capital; served as head of governance of Citi Alternative Investments (EMEA) and President of Tribeca Global Management (Europe) Ltd., both part of Citigroup; served as director of the markets division and head of the capital markets sector at the U.K. Financial Services Authority; previously held various senior management positions with Bankers Trust. Other current directorships: Itau BBA International Limited2,3 The Financial Reporting Council2,3 Standard Chartered PLC2,3 Vice Chairperson of Petroleum Geo-Services ASA; served as Chairman of Aschehoug ASA; served as Chairman and a partner at Econ Management AS; served as Chairman, President & CEO of Statoil. Other current directorships: Petroleum Geo-Services ASA2 James E. Copeland, Jr. Age: 71 Director since: 2004 Independent: YES ConocoPhillips Committees: Exec, AFC* Served as CEO of Deloitte & Touche; served as Senior Fellow for Corporate Governance with the U.S. Chamber of Commerce and as a Global Scholar with the Robinson School of Business at Georgia State University. Other current directorships: Equifax Inc. Time Warner Cable Inc. Full committee names are as follows: Exec – Executive Committee AFC – Audit and Finance Committee HRCC – Human Resources and Compensation Committee DAC – Committee on Directors’ Affairs PPC – Public Policy Committee * – Denotes committee chairperson All directors, other than the CEO, are independent. 1. Lead Director 2. Not a U.S. based company 3. Not required to file periodic reports under the Securities Exchange Act of 1934 ConocoPhillips 2016 PROXY STATEMENT IV

Governance Highlights The Company is committed to maintaining good corporate governance as a critical component of our success in driving sustained stockholder value. The Board of Directors continually monitors emerging best practices in governance to best serve the interests of the Company’s stockholders, including: to sustainability directors held at each regularly Board Refreshment and Succession The Committee on Directors’ Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to the Company’s strategic needs, which change as our business environment evolves. The Board is focused on nominating and retaining those directors that together reflect the mix of skills, experiences, knowledge and independence that will best position the Board for effective decision-making and risk oversight relating to the business. Accordingly, the Board balances interests in continuity with the need for fresh perspectives and diversity that board refreshment and director succession planning can bring. The Board’s process is a combination of conducting deliberate searches for directors with specific skills and experiences to fill gaps and vacancies as needed, as well as making opportunistic additions when exceptional individuals become available. The Committee on Directors’ Affairs identifies candidates through business and organizational contacts of the directors and management and often through third-party search firms and also considers candidates recommended by stockholders. Since the spinoff of Phillips 66 in 2012, we added one new Board member in each of 2012, 2013 and 2014, and added two new Board members in 2015. We have a diverse Board with expertise in the areas of energy, finance, environmental regulation, public policy, international business and leadership. For more information on the qualifications of our directors, please see “Election of Directors and Director Biographies” on page 16 of this Proxy Statement. ConocoPhillips 2016 PROXY STATEMENT V Board Tenure—Director Nominees 0–3 years4 4–6 years3 7–10 years1 > 10 years3 Proxy access Active stockholder engagement Prohibition on pledging and hedging for directors and executives Independent Board except our CEO Transparent public policy engagement Executive sessions of independent scheduled Board meeting Independent Audit and Finance, Human Resources and Compensation, Directors’ Affairs and Public Policy committees Independent Lead Director Stock ownership guidelines for directors and executives Majority vote standard in uncontested elections Long-standing commitment Clawback policy Annual election of all directors

Stockholder Engagement three years, may nominate two director candidates, or up to 20% of the Board, and have those candidates included in our proxy materials. ConocoPhillips understands the importance of maintaining a robust stockholder engagement program. During 2015, members of ConocoPhillips management continued this long-standing practice. Executives and management from the Company’s global compensation and benefits, legal, investor relations, government affairs and sustainable development groups, among others, met with stockholders on a variet y of topics, including corporate governance, executive compensation and climate change and sus t ainabilit y. We spoke with representati ves from our top institutional investors, mutual funds, public pension funds, labor unions and socially responsible funds in order to hear their views on these important topics. Overall, investors expressed strong support for the Comp any’s gover nance and compensation practices and its progress on its Climate Change Action Plan, which requires business units and major assets to develop and maintain policies and procedures related to greenhouse gas emissions and other goals and metrics. We believe our regular engagement has been productive and provides an open exchange of ideas and perspectives for both the Company and our stockholders. With respect to executive compensation, our stockholders have indicated that they are pleased with our compensation programs and believe such programs are well aligned with long-term company performance. Based in part on our ongoing dialogue with stockholders, the Human Resources and Compensation Committee made certain changes to our programs beginning in 2016—changing the weighting of our long-term incentive programs from 50% for performance shares and 50% for stock options to 60% for performance shares and 40% for stock options; changing the metrics for performance shares to increase the weight given to Total Shareholder Return (TSR) to 50% of the total, reducing the weight given to financial metrics to 30%, while retaining the weight given to strategic plan at 20%; emphasizing relative financial metrics rather than absolute metrics to further align with stockholder interests in the long-term performance share program; and formally capping the individual performance adjustment for stock options at target, rather than allowing a possible 30% upward adjustment. For more information on stockholder feedback about our executive compensation programs, please see “Compensation Discussion and Analysis—2015 Say on Pay Vote Result and Engagement” beginning on page 33 of this Proxy Statement. Based in part on this extensive engagement effort, in 2015 our Board adopted amendments to our By-Laws to provide stockholders with proxy access. As a result, a stockholder or a group of up to 20 of our stockholders, owning at least 3% of our stock continuously for Executive Officers Ryan M. Lance, 53 Chairman of the Board and Chief Executive Officer Alan J. Hirshberg,* 54 Executive Vice President, Technology and Projects Andrew D. Lundquist, 55 Senior Vice President, Government Affairs Jeffrey W. Sheets,* 58 Executive Vice President, Finance and Chief Financial Officer Donald E. Wallette, Jr.,* 57 Executive Vice President, Commercial, Business Development and Corporate Planning Ellen R. DeSanctis, 59 Vice President, Investor Relations and Communications Matthew J. Fox,* 55 Executive Vice President, Exploration and Production Janet Langford Carrig, 58 Senior Vice President, Legal, General Counsel and Corporate Secretary James D. McMorran, 58 Vice President, Human Resources and Real Estate and Facilities Services Glenda M. Schwarz, 50 Vice President and Controller * On February 16, 2016, Jeffrey W. Sheets announced his decision to retire as Executive Vice President, Finance and Chief Financial Officer of ConocoPhillips. Mr. Sheets will remain in his position as Executive Vice President, Finance and Chief Financial Officer until April 1, 2016 and following that will remain an employee of ConocoPhillips through May 31, 2016 to provide support during the transition of his responsibilities. The following changes to the ConocoPhillips executive leadership team are effective April 1, 2016: • Donald E. Wallette, Jr. will become Executive Vice President, Finance, Commercial and Chief Financial Officer. • Alan J. Hirshberg will become Executive Vice President, Production, Drilling and Projects. • Matthew J. Fox will become Executive Vice President, Strategy, Exploration and Technology. ConocoPhillips 2016 PROXY STATEMENT VI

Pay for Performance 2015 Strategy and Path Forward When ConocoPhillips emerged as an independent E&P company in 2012, we set out to deliver a unique value proposition of double-digit returns annually to stockholders through a combination of 3 to 5% compound annual growth in both production and margins, with a compelling dividend. These objectives were based on annual capital expenditures of about $16 billion and oil prices at historical mid-cycle levels. We delivered on our commitments to stockholders and met or exceeded our strategic objectives through 2014. However, oil and gas prices began a precipitous decline in late 2014 that continued into 2015. Our value proposition has not changed conceptually, but we have significantly reduced our level of capital expenditures and operating costs in response to lower commodity prices. We approached 2015 with a plan to lower the cost of supply of the portfolio, maintain capital flexibility, exercise vigilance on costs and drive efficiencies in everything we do. In late 2015 we announced our initial 2016 operating plan, which was premised on oil and natural gas prices similar to those in 2015. Our plan included capital expenditures of $7.7 billion and operating costs of $7.7 billion. However, 2016 crude prices have dropped significantly since our announcement, with Januar y Brent prices averaging approximately 40% lower than average 2015 prices. Furthermore, since early January, credit rating agencies lowered their price outlooks and put the industry under review for credit downgrades. Given these factors, we took prudent steps in February to reduce our capital expenditures guidance to $6.4 billion and operating cost guidance to $7.0 billion. We also announced a reduction to our quarterly dividend beginning with our first-quarter 2016 payment. While the dividend remains a core aspect of our investment offering, we reset the dividend to a level that we believe will be sustainable through periods of lower and more volatile prices that we expect in the future. In setting the dividend level, we attempted to balance several objectives, including yield, cash conservation and protecting our balance sheet. The decision to lower the dividend was a difficult one, but we believe it was prudent in light of the market environment. The dividend will remain a priority use of cash, but against a lower-for-longer price outlook we must maintain a strong balance sheet in order to deliver long-term value for stockholders. Throughout 2015, the Company took decisive actions in the face of weak oil and gas prices. Over the course of the year, we reduced our 2015 capital expenditures to $10.1 billion, a decrease of 41% compared with 2014 spending. We set an aggressive target to reduce our operating costs by $1 billion—a goal we far exceeded. We also took steps to divest or transition out of certain areas of the business, including deepwater exploration and some of our non-core North American natural gas assets, which were not going to compete in our portfolio for future investment. Organizationally, we re-examined how we do business. Through a company-wide initiative, we are building a more competitive, efficient ConocoPhillips. This work resulted in some difficult decisions, including a 17% workforce reduction and a consolidation of management positions, including at the executive level. At the level of our senior management, the number of employees eligible for participation in our long-term incentive programs (the Performance Share Program and Stock Option Program) was reduced by approximately 25% from 72 to 55. Management also made the difficult, but necessary, decision to eliminate annual salary adjustments in 2015 and again in 2016. This does not represent a change in overall compensation philosophy; however, our actions remain driven primarily by a recognition of the weak price environment. The industry continues to be challenged by the current commodity price downturn. We are focused on the factors we can control in the short, medium and long term, while positioning ConocoPhillips for sustained success in a world of low and volatile commodity prices. We remain committed to our value creation tenets of returning capital to stockholders, investing in a low cost of supply resource base, delivering disciplined growth and preserving a strong balance sheet. This is the formula that can allow us to deliver strong financial returns and long-term stockholder value. Executive Compensation Alignment Our compensation programs are designed to attract and retain high-quality talent, reward executives for performance that successfully executes the Company’s long-term strategy and align compensation with the long-term interests of our stockholders. As a result, our executive compensation programs closely tie pay to performance. Consistent with this design, approximately 89% of the CEO’s 2015 target pay and approximately 84% of the Named Executive Officers’ (“NEO”) 2015 target pay is per formance based, with stock-based long-term incentives comprising the largest portion of performance-based pay. We believe the following categories of performance metrics have appropriately assessed the corporate per formance of the Company relative to its strategy as an independent E&P company, focusing on the priorities discussed above: Health, Safet y and Environmental; Operational; Financial; Strategic Plan and TSR . Performance metrics for our short-and long-term incentive programs include a balance of relative and increasingly challenging absolute targets established to align with the Company’s strategy. Increasingly challenging targets can mean year-over-year performance target increases for safet y, ef ficienc y, emission reduc tions, unit cost targets, and margins. It can, however, also mean the same or lower performance targets, recognizing the changing commodity price environment. For example, delivering flat production targets when significant capital and operating cost reductions are made would be increasingly challenging. See “Process for Determining Executive Compensation—Performance Criteria” beginning on page 46 for details regarding the specific performance metrics within each category. The Human Resources and Compensation Committee (“HRCC”) reassesses our performance metrics and targets on an ongoing basis to ensure they continue to support the Company’s long-term strategy. ConocoPhillips 2016 PROXY STATEMENT VII

2015 Performance Highlights Stock Performance Graph This graph shows the cumulative TSR for ConocoPhillips’ common stock in each of the five years from December 31, 2010, to December 31, 2015. The graph also compares the cumulative total returns for the same five-year period with the S&P 500 Index and our performance peer group of companies consisting of Anadarko, Apache, BG Group plc., BP, Chevron, Devon, Ex xonMobil, Occidental, Royal Dutch Shell and Total, weighted according to the respective peer’s stock market capitalization at the beginning of each annual period. The comparison assumes $100 was invested on December 31, 2010, in ConocoPhillips stock, the S&P 500 Index and ConocoPhillips’ per formance peer group and assumes that all dividends were reinvested. The spinoff of Phillips 66 in 2012 is treated as a special dividend for the purposes of calculating TSR for ConocoPhillips. The market value of the distributed shares on the spinoff date was deemed reinvested in shares of ConocoPhillips common stock. Five-Year Cumulative Total Shareholder Returns (Comparison assumes $100 was invested on Dec. 31, 2010 and that all dividends were reinvested) $250 $200 S&P 500 Index $150 $100 $50 Initial 2011 2012 2013 2014 2015 *Anadarko, Apache, BG Group plc., BP, Chevron, Devon, ExxonMobil, Occidental, Royal Dutch Shell and Total. 1. Production growth is from continuing operations, adjusted for Libya, downtime and dispositions. 2. Includes ~$0.3B from liquidation of certain deferred compensation investments accounted for as cash from investing activities and ~$0.1B from QG3 return of capital. 3. Our operating costs reduction for 2015 vs. 2014 is a non-GAAP financial measure, and excludes dry holes and leasehold impairment. Our total production and operating, selling, general and administrative and exploration expenses increased 4% due to increased dry hole expense and leasehold impairments. A reconciliation determined in accordance with U.S. GAAP as well as a discussion of the usefulness and purpose of operating costs reduction are shown in Appendix A and at www.conocophillips.com/nongaap. ConocoPhillips 2016 PROXY STATEMENT VIII ConocoPhillips Peer Group* $2.2B 5 % 30 % 7 41% 14 % Total Recordable Rate (TRR) Improvement 2015 vs. 2014 Production Growth1 2015 Disposition Proceeds2 2015 Capital Reduction 2015 vs. 2014 Operating Cost Reduction3 2015 vs. 2014 Major Project Startups 2015  

Compensation Highlights Our executive compensation programs are designed to align pay with performance and to align the economic interests of executives and stockholders. Consistent with this design, approximately 89% of the CEO’s pay and approximately 84% of the NEOs’ pay is performance based, with stock-based, long-term incentives comprising the largest portion of performance-based pay. CEO Target Pay Mix Other NEO Average Target Pay Mix The elements of total compensation are base pay, annual cash incentives and long-term incentives. Long-term incentives consist equally of performance share units and stock options. The mix of 2015 target pay for our current NEOs is shown in the graphs on the right. Performance Shares Stock Options Cash Incentive Base The graph on the right illustrates the alignment of pay and performance relative to our 10 performance peers by comparing performance-based pay reported in the Summary Compensation Table to TSR as measured by the compound annual appreciation in share price plus the dividends returned to shareholders. The graph shows the percentile ranking for TSR and CEO compensation from January 1, 2012, through December 31, 2014, for each of the 10 performance peers and ConocoPhillips; 2015 peer compensation data is not yet available. As indicated, ConocoPhillips has peer-leading TSR and ranks approximately in the 75th percentile, or third among peers, for pay for this time period. Generally, performance exceeded compensation for companies positioned below the red line and compensation exceeded performance for companies positioned above. ConocoPhillips 2016 PROXY STATEMENT Compensation Percentile (Pay) Performance-based Exposed to share price Performance-based Exposed to share price IX Alignment of CEO Pay and Total Shareholder Return (1/1/2012 – 12/31/2014) 100% 75%lips 50% 25% 0% 0%25%50%75%100% Performance Percentile (TSR) ConocoPhil 36% 33% 33% 36% 18% 17% 16% 11%

The equity grants included in the Summary Compensation Table (“SCT”) reflect their target value calculated using the grant date fair value. The SCT is not updated for subsequent changes in share price, up or down, and therefore continues to reflect target value on the grant date, versus the value realizable by the named executive officer. As previously discussed, oil and gas prices began a precipitous decline in late 2014 that continued into 2015, which has negatively impacted both our earnings and shareholder returns. To demonstrate the alignment of pay and performance for 2013 – 2015, the following chart compares the CEO’s annual total target compensation for 2013, 2014 and 2015 to realizable value of compensation for those years. Stock-based compensation that is not yet realized is valued using the Company’s closing stock price of $46.69 on December 31, 2015. Realizable Value of CEO Target Compensation 2013 – 2015 16.0 16.0 16.0 16 14 12 10 8 6 4 2 0 Target1 20132 Target1 20142 Target1 20152 Base Salary Cash Incentive Performance Shares Stock Options (1) Reflects the annual targets approved by the HRCC for base salary, cash incentive, performance shares and stock options for each of the years 2013, 2014 and 2015 as disclosed in the Compensation Discussion & Analysis section for each year. (2) Reflects (i) base salary paid during each calendar year, (ii) cash incentive award paid for each of the 2013, 2014 and 2015 Variable Cash Incentive Programs (VCIP), (iii) for 2013, the actual realized value of the performance shares granted in February 2016 for Performance Share Program (PSP) XI (the program running from 2013 – 2015) and, for 2014 and 2015, the December 31, 2015 realizable value of target awards granted for the three-year performance periods beginning in 2014 and 2015 (PSP XII – XIII) for which a final payout has not yet been determined, and (iv) the realizable value for stock options granted in 2013, 2014 and 2015, all of which currently have no realizable value given the December 31, 2015 stock price is below the grant price for each of these awards. These char ts demonstrate the alignment of the CEO’s compensation and shareholder value. With 72% of the CEO’s target comp ensation delivere d as s to ck-base d compensation, the value ultimately earned will reach or exceed target value only when the stock price increases and TSR improves. ConocoPhillips Stock Price $80 $70 $60 $50 $40 $30 $20 12/31/201212/31/2013 12/31/2014 12/31/2015 Closing Price ConocoPhillips 2016 PROXY STATEMENT $ Million X $70.65$69.06 $57.99 $46.69 10.6 9.6 8.7

Incentive Compensation In determining award payouts under 2015 VCIP and PSP XI, members of the HRCC met four times with management to review progress and performance against the measures and the approved metrics. This process allows the HRCC to make informed decisions to positively or negatively adjust payouts where warranted. The HRCC’s view is that the combination of appropriate targets and relative metrics, periodic reviews and updates during the performance period and rigorous evaluation of actual performance leads to appropriate payout decisions. The HRCC believes that multiple metrics more appropriately drive the desired short-and long-term performance, as compared to a few simple performance metrics. While we are pleased with our progress against the corporate performance measures under 2015 VCIP and PSP XI, it is impossible to ignore the dramatic weakening of oil and gas prices that led to the decisions to cut capital and operating costs and reduce the dividend. As a result of the prolonged downturn in commodity prices, which has negatively impacted both our earnings and shareholder returns, the HRCC exercised discretion to reduce the 2015 VCIP and PSP XI payouts related to corporate performance as noted below. We paid out performance-based programs as follows (see “Process for Determining Executive Compensation” beginning on page 41 and “2015 Executive Compensation Analysis and Results” beginning on page 49): Annual Incentive—Variable Cash Incentive Program (VCIP) The VCIP payout is calculated using the following formula, subject to HRCC approval and discretion to set the award: +– x x + of target for each of our Total Long-Term Incentive—Performance Share Program (PSP) In 2013, the HRCC approved a new performance period and performance metrics for PSP XI running from January 2013 – December 2015. The HRCC determined that performance merited the following payout: PSP XI Results: January 2013 – December 2015 adjustment for each of our ConocoPhillips 2016 PROXY STATEMENT XI Individual Performance 0% Named Executive Officers Corporate Performance showing negative adjustment 126% 108% of target for each of our Named Executive Officers Average Payout = 92.8% Corporate Performance showing negative adjustment 117%74% Named Executive Officers Individual Performance 0% adjustment for each of our Named Executive Officers Award Unit Performance 111.6% of target for each of our Named Executive Officers Eligible Earnings Any Individual Performance Adjustment 50% of Award Unit Performance Adjustment 50% of Corporate Performance Adjustment Target Percentage for the Salary Grade

2015 Executive Compensation Summary (page 60) Set forth below is the 2015 compensation for our current NEOs. This table is presented as an alternative to, and is not a substitute for, the Summary Compensation Table on page 60 which reflects target compensation for our stock awards and equity awards. The Summary Compensation Table shows Total Compensation to include changes in pension value from the end of 2014 to the end of 2015. The table below shows what that Total Compensation would be if the changes in pension value were not included, as these changes are affected by a number of factors, including actuarial factors beyond the control of the Company. The factors that lead to the changes in pension value are discussed in more detail in the footnotes to this table. Change in Pension Value & Nonqual. Deferred Comp. Earnings* Total Without Non-Equity Incentive Plan Comp. Name and Principal Position Changes in Pension Value** Stock Awards Option Awards All Other Comp. Salary Bonus Total J.W. Sheets Executive Vice President, Finance and Chief Financial Officer $888,000 – $1,983,038 $1,732,464 $824,064 $1,606,855 $93,372 $7,127,793 $5,520,938 A.J. Hirshberg Executive Vice President, Technology and Projects $1,096,000 – $2,761,283 $2,411,712 $1,169,651 $1,190,020 $159,072 $8,787,738 $7,597,718 * Included in the amounts shown for 2015 are increases in the lump sum value of pensions provided for the NEOs under the plans of the Company over the lump sum value shown in 2014. These increases are due to a number of factors, including an increase in final average earnings due to increases in pension earnings, primarily due to promotions prior to 2015, as well as a further year of pension service, and actuarial factors such as mortality assumptions, offset by higher interest rates, which change from time to time. The increase in Mr. Lance’s lump sum value of pension for 2015 primarily reflects an increase in final average earnings after promotion to Chairman and CEO on May 1, 2012. See note 6 to the Summary Compensation Table on page 60 and Pension Benefits beginning on page 66 for details regarding change in pension benefits. ** Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. ConocoPhillips 2016 PROXY STATEMENT XII D.E. Wallette, Jr. $874,000–$1,951,740 $1,704,798$811,072 $1,091,611 $85,414$6,518,635$5,427,024 Executive Vice President, Commercial, Business Development and Corporate Planning M.J. Fox $1,241,000–$3,126,619$2,730,348$1,324,395$125,684$159,327$8,707,373$8,581,689 Executive Vice President, Exploration and Production R.M. Lance$1,700,000–$6,630,693$5,790,780$2,524,160$4,392,300$301,786$21,339,719$16,947,419 Chairman and Chief Executive Officer

Our Commitment to Sustainability Despite recent dramatic changes to the energy landscape, ConocoPhillips’ commitment to sustainability remains strong and provides a solid foundation for our actions. Regardless of the price of the commodities we produce, we believe respect for people, safety, communities and the environment are key priorities for our business success. Across the globe, our employees and contractors work hard every day to operate safely and in an environmentally and socially responsible way. We believe our environmental stewardship and community engagement are tangible examples of our overall approach, integration and follow-through on our commitment to sustainability. Below are details on a few of our ongoing stakeholder and sustainability projects. An Industry First—Cyclonic Deoiling We recognize that reducing the use of freshwater and reusing the water produced during operations not only minimizes environmental impact, but also reduces water sourcing, transportation and disposal costs. Produced water contains dispersed oil, which must be treated before it can be recycled and reused. In Texas’ Permian Basin, a recent ConocoPhillips pilot project tested a new, compact cyclonic deoiler similar to systems used in offshore production. The project resulted in much cleaner water that could then be reinjected into the producing zone. Additional applications of this new technology are being evaluated for future water gathering facilities in unconventional plays, which should further help to minimize the environmental impact of our operations and reduce costs. Reducing Emissions in the New Mexico San Juan Basin Reducing emissions is, and will continue to be, a priority for ConocoPhillips as we seek new, cost-effective technologies in our operations. We have reduced CO emissions by more than 6 million tons equivalent since 2 2009 and much of this was achieved in the San Juan Basin. In 2014, we achieved a 66% reduction in liquids unloading CO2e emissions and 59% reduction for pneumatic devices CO2e emissions, traditionally two of the largest sources of methane emissions. Supporting Indigenous Communities Recognizing and respecting the rights of indigenous communities to live as distinct peoples is a key principle for ConocoPhillips. In Alberta, Canada, we are partnering with community leaders and others in industry to help develop the youth in the communities where we operate. One program, known as the Experiential Learning Initiative, recognizes the importance of integrating Aboriginal culture, language, values and traditions into the educational experience. The program develops strategies that are designed to help improve community engagement, youth participation and engagement in learning and overall well-being. The school principals report that since the program began, school attendance rates have increased and morale has improved. ConocoPhillips 2016 PROXY STATEMENT XIII

SPIRIT Values We run our business under a set of guiding principles that we call our SPIRIT Values. These set the tone for how we behave with all our stakeholders, internally and externally. They are shared by everyone in our organization, distinguish us from competitors and are a source of pride. S SAFETY We operate safely. P PEOPLE We respect one another, recognizing that our success depends upon the commitment, capabilities and diversity of our employees. I INTEGRITY We are ethical and trustworthy in our relationships with stakeholders. R RESPONSIBILITY We are accountable for our actions. We are a good neighbor and citizen in the communities where we operate. I INNOVATION We anticipate change and respond with creative solutions. We are agile and responsive to the changing needs of stakeholders and embrace learning opportunities from our experience around the world. T TEAMWORK Our “can do” spirit delivers top performance. We encourage collaboration, celebrate success, and build and nurture long-standing relationships. ConocoPhillips 2016 PROXY STATEMENT XIV

Proxy Access —Following our 2015 Annual Meeting, at which a proxy access stockholder proposal received the support of a majority of the votes cast, and through the summer and fall of 2015, we engaged in extensive stockholder outreach and discussed proxy access with holders of more than 30% of our shares. Although our stockholders expressed varying views on proxy access generally, and on the specific terms of a proxy access bylaw, many stockholders indicated that they viewed proxy access as an important stockholder right. At the same time, many stockholders expressed concern that stockholders with a small economic interest could abuse proxy access and impose unnecessary costs on our Company. In particular, stockholders expressed support for a reasonable limit on the number of stockholders who could come together to form a nominating group, with a consensus around a 20 stockholder limit, so long as certain related funds were counted as one stockholder for this purpose. In addition, many stockholders expressed support for the principle that a proxy access bylaw provide for a minimum of two candidates, with that principal being more meaningful to stockholders than the percentage of the board used to calculate the number of permitted proxy access candidates. Stockholders expressed general flexibility concerning most other proxy access terms, including counting directors nominated as access candidates who are elected and re-nominated by the Board against the limit on access candidates for a limited number of

years and not permitting proxy access to operate at the same annual meeting for which a nomination notice outside of proxy access has been submitted by another stockholder. Also, stockholders indicated that post-meeting holding requirements would be considered overly restrictive, but that a statement regarding post-meeting intentions that did not require continued ownership was acceptable. On the topic of third-party compensation, a number of stockholders believed that such compensation for a person's nomination or candidacy was acceptable so long as it was disclosed, but those stockholders believed such compensation for service as a director was problematic. The feedback received from stockholders was reported to the Committee on Directors' Affairs and to the full Board. Following a review of corporate governance best practices and trends and our Company's particular facts and circumstances, as well as the views expressed by our stockholders in voting for the stockholder proposal and in the engagement efforts that followed, our Board amended our By-Laws to provide a proxy access right to stockholders. As a result, a stockholder or a group of up to 20 stockholders, owning at least 3% of our shares continuously for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our By-Laws.

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The total number of meetings of the Board (held during the period for which he or she has been a director); and

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The total number of full committee meetings held by all committees of the Board on which he or she served (during the periods that he or she served).

All Directors should have the following attributes:

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​the highest professional and personal ethics and values, consistent with our SPIRIT Values and our Code of Business Ethics and Conduct, both of which are available on ConocoPhillips' website at www.conocophillips.com;

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​a commitment to building stockholder value;

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​business acumen and broad experience and expertise in one or more of the areas of particular consideration indicated below;

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​the ability to provide insights and practical wisdom based on the individual's skills and experience;

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​sufficient time and effort to effectively carry out duties as a director (directors should advise the Chairman of the Board and the Chair of the Committee on Directors' Affairs in advance of accepting an invitation to serve on another public company board); and

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​independence (at least a substantial majority of the Board must consist of independent directors, as defined by the listing standards of the New York Stock Exchange).

When conducting its review of the appropriate skills and qualifications desired of directors, the Committee on Directors' Affairs particularly considers:

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​leadership experience as a chief executive officer or senior officer;

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​expertise in finance and financial reporting processes;

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​leadership experience as an executive or director, or experience in other capacities, in the energy industry;

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​experience in global business or international affairs;

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​extensive knowledge of governmental, regulatory, legal, or public policy issues;

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​diversity of age, skills, gender and ethnicity; and

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​such other factors as the Committee on Directors' Affairs deems appropriate given the current needs of the Board and the Company, to maintain a balance of skills, experience, knowledge and independence.

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Lead Director—$35,000

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Chair of the Audit and Finance Committee—$25,000

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Chair of the Human Resources and Compensation Committee—$20,000

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Chair of any other committee—$10,000

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All other Audit and Finance Committee members—$10,000

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All other Human Resources and Compensation Committee members—$7,500

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All other committee members—$5,000