ConocoPhillips Shareholder Proposal -- 2012 (Acknowledgement)
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ConocJ'Phillips SENT VIA UPS OVERNIGHT December 9,2011 Mr. Roger K. Parsons 2520 K Avenue, Suite 700-739 Garland, Texas 75074-5342 Re: Proposal for 2012 Annual Meeting o f Stockholders o f ConocoPhillips Dear Mr. Parsons: Nathan P. Murphy ConocoPhillips 600 N . Dairy Ashford (77079) P. O . Box 4783 Houston, Texas 77210 Telephone: (281) 293-3632 Fax : (281) 293-4111 We received your proposal on December 2, 2011, and we appreciate your interest as a stockholder in ConocoPhillips. In orde r to properly consi der your request, and in accordanc e with Rule 14a -8 o f the Securities Exchange Act o f 1934, as amended ("Rule 14a-8"), we hereby inform you o f two procedu ral defects in your submission, as described below. Under Rule 14a-8( d), a proposal, including any accompanying supporting statement, may not exceed 500 words. Your submission contains more than 500 words, in violation o f Rule 14a-8(d). When a stockholder's proposal does not satisfy the procedural requirements o f the SEC rules, we provide the stockholder with the opportunity to revise the proposal to adequately correct the problem. According to Rule 14a-8, your revised proposal must be postmarked or transmitted electronically within 14 calendar days o f receipt o f this letter . Additionally, under Rule 14a-8(b), a stockholder submitting a proposal for inclusion in our proxy statement must demonstrate that he or she satisfies the minimum share holding requirements. In order to be eligible to submit a proposal, a stockholder must have continuously held at least $2,000 in market value, or 1 %, o f the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the stockholder submits the proposal. I f you are a registered stockholder', we can verify your eligibility, but you must provide a written statement that you intend to continue to hold the requisite number o f shares through the date o f the 2012 Annual Meeting o f Stockholders. Ou r transfer agent has informed us that you are not currently reflected on their records as a registered holder o f ConocoPhillips shares. Alternatively, if you are not a registered stockholder, you must provide a written statement from the "record" holder o f your shares (usually a broker or bank) verifying that, at the time you submitted your proposal, you owned and had continuously held at least $2,000 in market value, or 1 %, o f our common stock for at least one year. You must also include your own written statement that you intend to continue to hold the securities through the date o f the 2012 Annual Meeting o f Stockholders • A "registered" stockholder means your shares are registered in your name on the books o f ConocoPhillips. If you are unsure if you are a registered stockhold er, you should consult with your bank o r broker to determine your status .
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ConocJ'Phillips
SENT VIA UPS OVERNIGHT
December 9,2011
Mr. Roger K. Parsons
2520 K Avenue, Suite 700-739
Garland, Texas 75074-5342
Re: Proposal for 2012 Annual Meeting of Stockholders ofConocoPhillips
Dear Mr. Parsons:
Nathan P. MurphyConocoPhillips600 N. Dairy Ashford (77079)P. O. Box 4783Houston, Texas 77210Telephone: (281) 293-3632Fax: (281) 293-4111
We received your proposal on December 2, 2011, and we appreciate your interest as a stockholder in
ConocoPhillips. In order to properly consider your request, and in accordance with Rule 14a-8 of the
Securities Exchange Act of 1934, as amended ("Rule 14a-8"), we hereby inform you of two procedural
defects in your submission, as described below.
Under Rule 14a-8(d), a proposal, including any accompanying supporting statement, may not exceed 500
words. Your submission contains more than 500 words, in violation of Rule 14a-8( d). When a
stockholder's proposal does not satisfy the procedural requirements of the SEC rules, we provide the
stockholder with the opportunity to revise the proposal to adequately correct the problem. According to
Rule 14a-8, your revised proposal must be postmarked or transmitted electronically within 14 calendardays of receipt of this letter.
Additionally, under Rule 14a-8(b), a stockholder submitting a proposal for inclusion in our proxy
statement must demonstrate that he or she satisfies the minimum share holding requirements. In order to
be eligible to submit a proposal, a stockholder must have continuously held at least $2,000 in market
value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least
one year by the date the stockholder submits the proposal. If you are a registered stockholder', we can
verify your eligibility, but you must provide a written statement that you intend to continue to hold the
requisite number of shares through the date of the 2012 Annual Meeting of Stockholders. Our transfer
agent has informed us that you are not currently reflected on their records as a registered holder of
ConocoPhillips shares. Alternatively, if you are not a registered stockholder, you must provide a written
statement from the "record" holder of your shares (usually a broker or bank) verifying that, at the timeyou submitted your proposal, you owned and had continuously held at least $2,000 in market value, or
1%, of our common stock for at least one year. You must also include your own written statement that
you intend to continue to hold the securities through the date of the 2012 Annual Meeting of
Stockholders
• A "registered" stockholder means your shares are registered in your name on the books of ConocoPhillips. If you
are unsure if you are a registered stockholder, you should consult with your bank or broker to determine your status.
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December 9,2011
If we do not receive an appropriately revised submission and proof of your minimum share ownership
within the 14-day time frame, the company intends to omit the proposal from the company's 2012 proxy
statement, as permitted by Rule 14a-8(t)(I). Please note that, because the submission has not satisfied the
procedural requirements described above, we have not determined whether the submission could be
omitted from the company's proxy statement on other grounds. If you adequately correct the proceduraldeficiencies within the 14-day time frame, the company reserves the right to omit your proposal if another
valid basis for such action exists. Please send the requested documentation to my attention: Nathan P.
Murphy, ConocoPhillips Company, 600 North Dairy Ashford, Houston, TX 77079. Alternatively, you
may transmit any response by facsimile to me at (281) 293-4111.
If you have any questions or would like to speak with a representative from ConocoPhillips about your
proposal, please feel free to contact me at (281) 293-3632.
Sincerely,
