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