ConocoPhillips Recommends Rejection of Mini-Tender Offer

ConocoPhillips has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 1.5 million shares, or approximately 0.09 percent, of ConocoPhillips' outstanding common stock. TRC Capital's offer price of $73.00 per share is 4.33 percent below ConocoPhillips' closing share price of $76.31 on March 26, 2008, the day prior to the date of the offer.

ConocoPhillips recommends that stockholders not tender their shares in response to TRC Capital's unsolicited mini-tender offer. ConocoPhillips is in no way associated with TRC Capital Corporation, its mini-tender offer or the offer documentation.

The TRC Capital offer is at a price below the market price of ConocoPhillips' stock and its obligation to purchase shares tendered is not required if certain conditions exist, including any decrease in the company's share price or the unavailability of financing for the purchase on terms satisfactory to TRC Capital. In addition, TRC Capital may amend its offer, including the reduction of its offering price.

ConocoPhillips strongly urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. As the offer is currently structured, stockholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. Eastern on Friday, April 25, 2008.

Mini-tender offers, such as this one, are third-party offers which seek to acquire less than 5 percent of a company's outstanding shares. While ConocoPhillips understands that TRC Capital has made many such mini-tender offers in the past, these offers avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws.

The SEC has issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

ConocoPhillips encourages stockbrokers and dealers, as well as other market participants, to review both the SEC and the New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers.


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