July 2009

ConocoPhillips Benefits Handbook

For Health and Welfare Plans for Retirees

Dear Participants:

ConocoPhillips is committed to providing you the information you need to understand your benefits. Enclosed you will find the new 2009 Benefits Handbookfor retiree health and welfare plans. This Benefits Handbook is yourSummary Plan Description (SPD) and replaces previous SPDs and Summaries of Material Modifications (SMMs) for benefit plans of the same titles. We hope you find the design and format of this handbookeasier to navigate, read and understand so you can maximize your ConocoPhillips health and welfare benefits.

This Benefits Handbook includes sections on the following benefits:

  • Retiree Medical – Pre Age 65
  • Retiree Medical – Age 65 and Over
  • Retiree Dental – UHC
  • Retiree Dental – MetLife
  • Retiree Life Insurance
  • Retiree Accidental Death and Dismemberment Insurance

You will already be familiar with many of the changes reflected in this handbook. Major plan changes have been communicated through annual enrollment materials or other communications. The handbook describes those major changes as well as provides clarifications of existing plan provisions and changes to administrative processes.

Every attempt has been made to ensure that only participants eligible for or participating in at least one of the applicableplansreceive the Benefits Handbook. Please note your receipt of the enclosed handbook does not necessarily mean you are eligible for or participating in all of the plans described; therefore some sections of this handbook may not apply to you. To be eligible to participate in a particular plan, you must meet the eligibility requirements outlined for that plan.

Special note to retirees with Retiree Life Insurance only: For those retirees who have Retiree Life Insurance only, please note the other sections in the Benefits Handbook do not apply to you.

ConocoPhillipsBenefits Handbooks (SPDs)are not confidential and are publicly available. Therefore, you may now recycle previous SPDs or SMMs for the ConocoPhillips retiree health and welfare plans.

If you have any questionsregarding this mailing, please contact HR Connections– Benefits Center at 800-622-5501 or 718-354-1344 between 8 a.m. to 6 p.m.Central time, Monday through Friday. At the telephone menu, say “Benefits” or press 1. Benefits Handbooksare also available online at hr.conocophillips.com.

The Company reserves the right to amend or terminate a plan at any time, in its sole discretion, according to the terms of the Plan.