Exhibit 3.4
RESTATED
 
CERTIFICATE
 
OF INCORPORATION
OF
CONOCOPHILLIPS COMPANY
a Delaware corporation
ConocoPhillips Company (the “Corporation”),
 
a corporation existing under
 
the laws of the State of Delaware,
 
does
hereby certify that:
A.
The name of the Corporation is ConocoPhillips
 
Company.
B.
The Corporation was originally incorporated
 
as Phillips Petroleum Company.
C.
The Certificate of Incorporation
 
of the Corporation was filed with the Secretary
 
of State of the State of
Delaware on July 13, 1917.
D.
This Restated Certificate
 
of Incorporation was duly
 
adopted in accordance with Section 245 of the General
Corporation Law of the State
 
of Delaware and restates
 
and integrates and does not
 
further amend the
provisions of the Corporation’s
 
Certificate of Incorporation as theretofore
 
amended or supplemented, and
there is no discrepancy between those provisions
 
and the provisions of the restated
 
certificate.
E.
The text of the Certificate of Incorporation
 
of the Corporation is hereby restated
 
in its entirety to read as
follows:
ARTICLE I
The name of the corporation is ConocoPhillips
 
Company
ARTICLE II
The address of the Corporation’s
 
registered office in the State
 
of Delaware is 251 Little Falls
 
Drive, in the City
of Wilmington, County of New Castle,
 
Delaware 19808. The name of its registered
 
agent is Corporation Service
Company.
ARTICLE III
The purpose of the Corporation shall be to engage
 
in any lawful act or activity for which corporations
 
may be
organized and incorporated
 
under the General Corporation Law of the State
 
of Delaware.
ARTICLE IV
Section 1.
 
The Corporation shall be authorized
 
to issue 2,100 shares of capital stock,
 
of which 2,100 shares
shall be shares of Common Stock, $.01 par value (“Common
 
Stock”).
Section 2.
 
Except as otherwise provided by law,
 
the Common Stock shall have the exclusive
 
right to vote for
the election of directors and for
 
all other purposes. Each share of Common Stock shall
 
have one vote, and the
Common Stock shall vote together as
 
a single class.
 
 
ARTICLE
 
V
Unless and except to the extent
 
that the By-Laws of the Corporation
 
shall so require, the election of directors
of the Corporation need not be by written
 
ballot.
ARTICLE VI
In furtherance and not in limitation of the powers
 
conferred by law,
 
the Board of Directors is expressly
authorized and empowered to
 
make, alter and repeal the By
 
-Laws of the Corporation by a majority
 
vote at any
regular or special meeting of the
 
Board of Directors or by written
 
consent, subject to the power of the
stockholders of the Corporation
 
to alter or repeal any By-Laws
 
made by the Board of Directors.
ARTICLE VII
The Corporation reserves the right
 
at any time from time to time to amend, alter,
 
change or repeal any
provision contained in this Certificate
 
of Incorporation, and any
 
other provisions authorized by the laws
 
of the
State of Delaware at the time
 
in force may be added or inserted,
 
in the manner now or hereafter prescribed by
law; and all rights, preferences
 
and privileges of whatsoever nature
 
conferred upon stockholders,
 
directors or any
other persons whomsoever by and pursuant
 
to this Certificate of Incorporation
 
in its present form or as hereafter
amended are granted subject to
 
the right reserved in this Article.
ARTICLE VIII
A director of the Corporation shall not
 
be personally liable to the Corporation
 
or its stockholders for monetary
damages for breach of fiduciary duty as a director,
 
except to the extent such
 
exemption from liability or limitation
thereof is not permitted under the General
 
Corporation Law of the State of Delaware
 
as the same exists or may
hereafter be amended.
Any repeal or modification of the foregoing
 
paragraph shall not adversely
 
affect any right or protection
 
of a
director of the Corporation existing
 
hereunder with respect to any
 
act or omission occurring prior to such repeal or
modification.
IN WITNESS WHEREOF,
 
the Corporation has caused this Restated
 
Certificate of Incorporation
 
to be signed by
the undersigned, a duly authorized officer of the Corporation
 
on February 6, 2019.
By:
 
/s/ Kelly B. Rose
 
 
Kelly B. Rose
 
 
Senior Vice President, Legal, General
 
Counsel and Corporate Secretary