Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On July 10, 2012, we announced that our Board of Directors voted to increase the size of the Board from 9 members to 10 members and to elect Ms. Jody Freeman to our Board of Directors. Ms. Freeman will serve as a member of the Public Policy Committee and she will receive compensation in accordance with policies and procedures previously approved by the Board of Directors for non-employee directors of the Company and as more fully described in the Company's Proxy Statement on Schedule 14A relating to the 2012 Annual Meeting of Stockholders (the "2012 Proxy Statement") under the heading "Non-Employee Director Compensation" (and such description is incorporated herein by reference).

Performance Share Program Term Modifications

In anticipation of the spin-off of Phillips 66 from ConocoPhillips, which was completed on April 30, 2012, and as described more fully in the Compensation Discussion and Analysis of the 2012 Proxy Statement (such description being incorporated by reference herein), the Human Resources and Compensation Committee ("HRCC") of ConocoPhillips terminated all ongoing PSP performance periods and granted awards related to such periods prorated to the time of the spin-off and adjusted to take into account the HRCC's determination of the Company's performance and the individual performance of the Senior Officers.

The HRCC anticipated that it would institute programs similar in purpose, scope, and value to the PSP, but with performance periods and performance criteria set to reflect the new circumstances the Company post-repositioning.

On July 10, 2012, the HRCC approved three concurrent performance periods
(i) beginning May 1, 2012 and ending on December 31, 2012 ("PSP VIII Tail");
(ii) beginning May 1, 2012 and ending December 31, 2013 ("PSP IX Tail"); and
(iii) beginning January 1, 2012 and ending December 31, 2014 ("PSP X"), respectively.

Payouts under PSP VIII Tail, PSP IX Tail and PSP X will be made in the form of performance share units (PSU's) which will track the price of ConocoPhillips common stock. These PSU's will be awarded following the completion of the performance period and vest and be settled five years following the award date, unless the employee has previously elected to defer settlement of the award further. Upon vesting, the awards will be settled in cash.

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