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Roger K. Parsons, Ph. D.

2520 K AVENUE, SUITE 700-739 GARLAND, TEXAS 75074-5342 TEL +1214.649.809 FAX + 1 972.295.2776 eMAil staff@lran-Coooco-Affair.US WEB http'/llrao-Coooco-Affair US

December 15, 2011 Janet Langford Ke"y, General Counsel/Corporate Secretary Office of the ConocoPhillips Corporate Secretary ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079 FACSIMILE: (281) 293-4111

First Amended Shareholder Proposal and Statement Recommending An Audit Of Controls On U.S. Foreign Conupt Practices Act Violations
Dear Ms Ke"y: I write in response to your December 9, 2011 correspondence through Nathan P. Murphy. Enclosed is a December 14, 2011 letter from a representative of the "record" holder of my shares stating that I have continuously held 1000 shares of ConocoPhillips common stock since prior to December 2, 2010. I will continue to hold these shares through the date of the 2012 Annual Meeting of Stockholder of ConocoPhillips. Below is an amended version of the shareholder proposal filed with you on December 2,2011, complying with the 500-word limit prescribed by the Rule 14a-8 of the Securities Act of 1934. SHAREHOLDER PROPOSAL RESOLVED, shareholders recommend the Board commIssIon an audit of the compliance controls failing to prevent Foreign Corrupt Practices Act ("FCPA") violations by Chairman Mulva in bribing Libyan dictator Qadhafi with promises to use Mulva's influence with the Bush Administration ("Bush") to obtain Executive Order 13477 ("E013477"). Qadhafi valued E013477 because it denied US citizens a legal right to a $6 billion judgment debt against Libya, and dictated that liability for a" Qadhafisponsored terrorism be limited to $1.5 billion. Influence peddled by Mulva to Qadhafi was a bribe for ConocoPhillips' "protection" from Qadhafi's threatened nationalization of ConocoPhillips interests in Waha Oil Company. ConocoPhillips' partner, Libyan National Oil Company ("NOC"), "lent" $700 million to a E013477-dictated settlement fund and solicited ConocoPhillips for additional bribes, labeled "voluntary contributions," to repay that loan. However, since February 2009, " ... other creative ways to package the solicitation ... " or " ... re-Iabel the fund ... " were devised to conceal these illegal transactions. Consequently, shareholders recommend the Board investigate a" ConocoPhillips transactions with international oil companies ("IOC's") and banks that could be used as conduits to launder any payments of the bribe/extortion money Qadhafi solicited.

SHAREHOLDER STATEMENT State Department cables made public in 2011 (http://wikileaks.org/origin/370.html#). show that Mulva met with Qadhafi on February 24, 2008. The cables, and Mulva's subsequent actions, show that Mulva and Qadhafi agreed Mulva would use his influence with Bush to obtain E013477 to block collection of a $6 billion judgment debt, owed to 52 US citizens by Libya and Qadhafi's men, ordered by a U.S. federal court the month before the Mulva-Qadhafi meeting, and nineteen years after the Qadhafisponsored bombing of UTA-772 murdered 170 people. (http://www.scribd.comldoc/ 75469197/Pugh-Et-AI-v-Libya-Et-AI-Judgment-2008020n Quid pro quo for Mulva using his influence with Bush, was "protection" from Qadhafi's threatened nationalization of Waha. (http://en.wikisource.org/wiki/Executive Order 1347n However, Bush required Qadhafi pay $1.5 billion to a "settlement fund" from which Bush would determine fair settlement value for all US civil claims against Libya. The cables show that Qadhafi believed that ConocoPhillips, and other IOC's benefiting from Qadhafi's protection, had promised to make contributions to the settlement fund. (http://wikileaks.org/cable/2009l02/09TRlpOLl139.html#) Ambassador Cretz reported that although NOC Chairman Ghanem solicited all IOC's for "voluntary contributions" to the settlement fund, US IOC's had been " ... holding the line ... " against the solicitations until " ...creative ways to package the solicitation ... " or " ... re-Iabeling the fund ... " was done to make payments of the bribe/extortion money " ... more palatable." Conspicuously missing from Cretz's subsequent cables is reference to how ConocoPhillips eventually paid the bribe/extortion money required for the company to continue to benefit from Qadhafi's protection from threatened nationalization of Waha. Influence peddling and paying bribe/extortion money to Qadhafi are violations of the FCPA that exposes ConocoPhillips to potential criminal and civil sanctions in excess of the $6 billion judgment debt that Mulva and Qadhafi conspired to evade. Sincerely,

Roger K. Parsons cc w/o encl. Richard L. Armitage President of Armitage International 2300 Clarendon Blvd, Suite 601 Arlington, Virginia 22201-3392 Facsimile: (703) 248-0166 James E. Copeland, Jr. c/o Janet Langford Kelly, Corporate Secretary Office of the ConocoPhillips Corporate Secretary ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079 Facsimile: (281) 293-4111

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Kenneth M. Duberstein Duberstein Group Incorporated 2100 Pennsylvania Ave Nw, #500 Washington, DC 20037 Facsimile: (202) 728-1123 Ruth R. Harkin c/o Senator Tom Harkin, Iowa 731 Hart Senate Office Building Washington, DC 20510 Facsimile: (202) 224-9369 Harold W. McGraw III The McGraw-Hili Companies, Inc. 1221 Avenue of the Americas New York, NY 10020-1095 Facsimile: (212) 512-3840 Robert A. Niblock Chairman and Chief Executive Officer of Lowe's Companies, Inc. 1000 Lowes Boulevard Mooresville, North Carolina 28117 Facsimile: (336) 658-4766 William K. Reilly President and Chief Executive Officer of Aqua International Partners 345 California Street, Floor 33 San Francisco, CA 94104-2639 Facsimile: (415) 743-1504 Victoria J. Tschinkel Chairwoman of 1000 Friends of Florida 308 North Monroe Street Tallahassee, FL 32301 Facsimile: (850) 222-1117 Kathryn C. Turner Chairperson and Chief Executive Officer of Standard Technology, Inc. Global Headquarters Accounting and Finance Division 191 Peachtree St NE, Suite 3975 Atlanta, GA 30303 Facsimile: (478) 322-0132 William E. Wade, Jr. c/o Janet Langford Kelly, Corporate Secretary Office of the ConocoPhillips Corporate Secretary ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079 Facsimile: (281) 293-4111

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