ConocoPhillips Prices Tender Offer to Purchase Lukoil Shares

ConocoPhillips will launch an open price off-market tender offer for up to 20,417,597 ordinary shares in LUKOIL ("LUKOIL Shares"), either buying such shares directly or in the form of American Depositary Receipts representing four LUKOIL Shares ("LUKOIL ADRs", the LUKOIL Shares and LUKOIL ADRs together being the "Tender Shares"). The Tender Offer will start on Thursday, 30 September 2004 at 8:00 a.m. London time and will end no later than Friday, 1st October 2004 at 16:30 London time (the "Offer Period"), unless extended by ConocoPhillips in its sole discretion. The Tender Offer will be conducted through Credit Suisse First Boston (Europe) Limited ("CSFB") or the appropriate regulated affiliate within Credit Suisse Group.

In the Tender Offer, holders of Tender Shares will have the opportunity to tender all or part of their holding of Tender Shares at a cash price specified by the holder. As the Tender Offer closes, ConocoPhillips will determine the price of up to $30.76 per LUKOIL Share or $123.04 per LUKOIL ADR (the "Tender Price") at which Tender Shares may be acquired. ConocoPhillips is seeking to purchase up to 20,417,597 LUKOIL Shares, or the equivalent in the form of LUKOIL ADRs, but reserves the right to acquire fewer or more LUKOIL Shares or LUKOIL ADRs through the Tender offer. All Tender Shares purchased, if any, will be purchased at the Tender Price, even if such Tender Shares have been tendered at a lower price. If more Tender Shares are tendered at or below the Tender Price than ConocoPhillips decides to purchase, it is the intention that Tender Shares tendered at or below the Tender Price will be purchased on a pro-rata basis. ConocoPhillips reserves the right to purchase more than 20,417,597 LUKOIL Shares (or LUKOIL ADRs representing such shares) at its discretion in the Tender Offer (or through subsequent market purchases).

ConocoPhillips reserves the right to close the Tender Offer at any time during the process or to change any other terms and conditions of the Tender Offer at its sole discretion without making any further announcement. ConocoPhillips will not have any obligation to purchase any Tender Shares under the Tender Offer or to pay any particular price for any Tender Shares acquired.

Minimum orders of 2,000 LUKOIL Shares (500 LUKOIL ADRs) can be tendered to CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED (OR AN APPROPRIATE REGULATED AFFILIATE WITHIN THE CREDIT SUISSE GROUP) WHICH IS ACTING AS SOLE TENDER AGENT ON BEHALF OF CONOCOPHILLIPS.

ConocoPhillips's wholly-owned subsidiary, Springtime Holdings Limited, will purchase any Tender Shares acquired under the Tender Offer.

ConocoPhillips and LUKOIL yesterday announced that ConocoPhillips had acquired approximately 7.6% of LUKOIL's authorized and issued ordinary shares.
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