Phillips 66 Debt Securities fully and unconditionally guaranteed by Phillips 66 Company PURCHASE AGREEMENT

Exhibit 1.1

Xxxxxxxx 66

Debt Securities

fully and unconditionally guaranteed by Xxxxxxxx 66 Company

1. Introductory. Xxxxxxxx 66, a Delaware corporation (the “Company”), and Xxxxxxxx 66 Company, a Delaware corporation (“Xxxxxxxx 66 Company” or the “Guarantor”), propose that the Company will issue and sell from time to time certain of its unsecured debt securities (the “Debt Securities”) that will be fully and unconditionally guaranteed by Xxxxxxxx 66 Company effective upon the delivery by the Company and the Guarantor to the Trustee (as defined below) of a written notice stating that such guarantee is effective (the Debt Securities, including the guarantee relating thereto by the Guarantor (the “Guarantee”), being hereinafter called the “Securities”). The Securities will be issued under an indenture, to be dated as of the Closing Date (as defined below) (the “Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale. Particular series of the Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale.

The Securities involved in any such offering are hereinafter referred to as the “Offered Securities”. The firm or firms which agree to purchase the Offered Securities, as set forth in a Terms Agreement referred to in Section 3 hereof, are hereinafter referred to as the “Initial Purchasers” (which term shall include any person substituted for an Initial Purchaser pursuant to Section 8 hereof) of such securities, and the representative or representatives of the Initial Purchasers, if any, specified in a Terms Agreement referred to in Section 3 hereof are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify any representative of the Initial Purchasers, the term “Representatives”, as used in this Agreement (other than in Sections 2(d) and 7 and the second sentence of Section 3), shall mean the Initial Purchasers.

At the Closing Date (as defined below), the Company will cause the Initial Purchasers, in accordance with the terms hereof, to deposit, on behalf of the Company, the net proceeds of the issuance of the Offered Securities into segregated escrow accounts (the “Escrow Accounts”) pursuant to (i) the escrow agent agreement (the “JPMorgan Escrow Agreement”), to be dated as of the Closing Date, among the Company, the Trustee and JPMorgan Chase Bank, N.A., as escrow agent (in such capacity, “Escrow Agent A”), and (ii) the escrow agent agreement (the “Deutsche Bank Escrow Agreement”, and together with the JPMorgan Escrow Agreement, the “Escrow Agreements”), to be dated as of the Closing Date, among the Company, the Trustee and Deutsche Bank Trust Company Americas, as escrow agent (in such capacity, “Escrow Agent B”, and together with Escrow Agent A, the “Escrow Agents”). Concurrently, the

Company will deposit into the Escrow Accounts additional funds sufficient to pay the Mandatory Redemption Price (as defined below), and all interest that may accrue on the Offered Securities to the Mandatory Redemption Date (as defined below) (together with the net proceeds of the issuance of the Offered Securities, the “Escrow Funds”) pursuant to the Escrow Agreements. The Escrow Funds will be released to the Company upon the satisfaction of all conditions to the release of the Escrow Funds set forth in the Escrow Agreements (the “Escrow Release Date”), including the Contribution (as defined below), and the effectiveness of the Guarantee, as described in the Preliminary Offering Memorandum (as defined below). If by December 31, 2012, the conditions to the release of the Escrow Funds and the Distribution (as defined below) of all of the shares of Company common stock owned by ConocoPhillips to stockholders of ConocoPhillips as of the record date for the Distribution have not occurred, or if the board of directors of ConocoPhillips earlier determines that the conditions to the release of the Escrow Funds and the Distribution will not occur by such date, the Company will be required to redeem the Offered Securities five business days thereafter (the “Mandatory Redemption Date”) at a redemption price (the “Mandatory Redemption Price”) equal to 101% of the principal amount of the Offered Securities to be redeemed, together with accrued but unpaid interest to, but not including, the Mandatory Redemption Date.

The offering of the Offered Securities is being conducted (i) in connection with the transfer (the “Contribution”), in one or more transactions, by ConocoPhillips and its subsidiaries to the Company and its subsidiaries of certain assets, liabilities and operations of ConocoPhillips Company’s and certain of its subsidiaries’ crude oil and petroleum products refining, marketing and transportation business, chemicals business and midstream business (along with certain related miscellaneous assets and liabilities), and the equity interests of certain entities holding certain of such assets, liabilities and operations (such assets, liabilities, operations and equity interests being collectively referred to as the “Contribution Business”) and (ii) in anticipation of the distribution of all of the shares of Company common stock owned by ConocoPhillips to stockholders of ConocoPhillips as of the record date for the distribution (the “Distribution” and, together with the Contribution, the “Separation”), as described in the Disclosure Package and the Final Offering Memorandum (each as defined below).

The holders of the Offered Securities, including the Initial Purchasers and their direct and indirect transferees, will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantor and the Initial Purchasers, pursuant to which the Company and the Guarantor will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) one or more registration statements under the Securities Act of 1933 (as amended, the “Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to additional series of debt securities of the Company with terms substantially identical to each series of the Offered Securities (the “Exchange Securities”) to be offered in exchange for the Offered Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Offered Securities, and in each case, to use their commercially reasonable efforts to cause such registration statements to be declared effective.

The Company understands that the Initial Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and in the Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Disclosure Package (the first time when resales of the Securities are made, as set forth in any Terms Agreement referred to in Section 3 entered into in connection with a specified offering of the Offered Securities, is referred to as the “Execution Time”). The Company acknowledges and agrees that the Initial Purchasers may offer and sell the Offered Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell the Offered Securities purchased by it to or through any Initial Purchaser. The Offered Securities are to be offered and sold to or by the Initial Purchasers without being registered with the Commission under the Act in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors who acquire Offered Securities shall be deemed to have agreed that Offered Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Act or if an exemption from the registration requirements of the Act is available (including the exemptions afforded by Rule 144A under the Act (“Rule 144A”) or Regulation S under the Act (“Regulation S”)).

In connection with each offering of Offered Securities, the Company and the Guarantor will prepare and deliver to each Initial Purchaser copies of a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a pricing supplement (the “Pricing Supplement”) describing the terms of the Offered Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase or offering of the Offered Securities. “Disclosure Package” shall mean, with respect to any specific offering of the Offered Securities, (i) the Preliminary Offering Memorandum used most recently prior to the Execution Time and (ii) the Pricing Supplement identified in Schedule B to the Terms Agreement. Promptly after the Terms Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date of such Terms Agreement (the “Final Offering Memorandum”).

The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other materials contained in the Disclosure Package and the Final Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum.

2. Representations and Warranties of the Company. The Company, as of the Execution Time and as of the Closing Date, represents and warrants to, and agrees with, each Initial Purchaser that:

(a) No Registration. Subject to the accuracy of the representations and warranties of the Initial Purchasers set forth in the Terms Agreement referred to in Section 3 hereof and compliance by the Initial Purchasers with the procedures set forth in Section 6 hereof, it is not necessary in connection with the issuance, offer, sale and delivery of the Offered Securities to the Initial Purchasers and the offer, resale and delivery of the Offered Securities by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Preliminary Offering Memorandum, the Disclosure Package and the Final Offering Memorandum to register the Offered Securities under the Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Similar Offerings or General Solicitations. None of the Company, the Guarantor or any of their respective affiliates (as such term is defined in Rule 501(b) under the Act) (each, an “Affiliate”) or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, within the six-month period prior to the date of the Terms Agreement, directly or indirectly, sold, solicited any offer to buy or offered to sell or otherwise negotiated in respect of, or will, directly or indirectly, sell, solicit any offer to buy or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident (each as defined in Regulation S and collectively “U.S. Persons”), any security in a manner so as to cause such security to be integrated with the sale of the Offered Securities in a manner that would require the Offered Securities to be registered under the Act. None of the Company, the Guarantor or any of their respective Affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Offered Securities, in an offer to sell or in a solicitation of an offer to buy the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Act or in a manner involving a public offering within the meaning of Section 4(2) of the Act. With respect to those Offered Securities sold in reliance upon Rule 903 of Regulation S, (i) none of the Company, the Guarantor or any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in an offer to sell or a solicitation of an offer to buy the Offered Securities by means of any “directed selling efforts” within the meaning of Rule 902(c) of Regulation S and (ii) each of the Company, the Guarantor and their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

(c) Rule 144A Eligibility. The Offered Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in any automated interdealer quotation system.

(d) Disclosure Package and Final Offering Memorandum. Neither the Disclosure Package, as of the Execution Time, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 4(a), as applicable) as of the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company or its subsidiaries in writing by or on behalf of any Initial Purchaser through the Representatives expressly for use in the Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, as the case may be, it being understood that the only such information consists of the information described in the Terms Agreement. The Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Act. The Company and its subsidiaries have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Offered Securities, any offering material in connection with the offering and sale of the Securities other than the Disclosure Package, the Final Offering Memorandum and any electronic road show or other written communication used in accordance with Section 4(a) hereof.

(e) Additional Written Communications. The Company, the Guarantor and their subsidiaries, including their agents and representatives (other than the Initial Purchasers, as to whom the Company makes no representation or warranty), have not prepared, made, used, authorized, approved, referred to or distributed and will not prepare, make, use, authorize, approve, refer to or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Offered Securities other than (i) the Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 4(a). Each such communication by the Company, the Guarantor and their subsidiaries or their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Disclosure Package, did not as of the Execution Time, and at the Closing Date will not, conflict with the information contained in the Disclosure Package or the Final Offering Memorandum or contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company or its subsidiaries in writing by or on behalf of any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication, it being understood that the only such information consists of the information described in the Terms Agreement.

(f) No Conflicts. The execution, delivery and performance by the Company and the Guarantor of the Indenture, the Offered Securities, the Guarantee, the Registration Rights Agreement, the Escrow Agreements and the Terms Agreement (including the provisions of this Agreement), as applicable, the issuance and sale of the Offered Securities by the Company and of the Guarantee by the Guarantor, and compliance by the Company and the Guarantor with the terms and provisions thereof and, to the knowledge of the Company, the Separation, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Delaware General Corporation Law, the laws of the State of Texas or the federal laws of the United States that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as a whole after giving effect to the Contribution (a “Material Adverse Effect”), or any agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound or to which any of the properties of the Company or the Guarantor is subject that could reasonably be expected to have a Material Adverse Effect, or the certificate of incorporation or by-laws of the Company or the Guarantor.

(g) No Violation or Default. Neither the Company nor the Guarantor is (i) in violation of its certificate of incorporation or by-laws, (ii) in default under any agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound or to which any of the properties of the Company or the Guarantor is subject, or (iii) in violation of any law, ordinance, governmental rule or regulation or court decree to which it may be subject, which default or violation in the case of clause (ii) or (iii) could reasonably be expected to have a Material Adverse Effect.

(h) Financial Statements. The financial statements and the related notes thereto included in each of the Disclosure Package and the Final Offering Memorandum present fairly the financial position of the Contribution Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; and the other financial information of the Contribution Business included in each of the Disclosure Package and the Final Offering Memorandum has been derived from the accounting records of the Contribution Business and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included in each of the Disclosure Package and the Final Offering Memorandum has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Disclosure Package and the Final Offering Memorandum.

(i) Stabilization. Each of the Company and the Guarantor has not taken and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Offered Securities or of any security of the Company to facilitate the sale or resale of the Offered Securities.

3. Purchase and Offering of Offered Securities. The obligation of the Initial Purchasers to purchase the Offered Securities will be evidenced by an agreement or exchange of other written communications (“Terms Agreement”) at the time the Company determines to sell the Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Initial Purchasers, the names of any Representatives, the principal amount of the Offered Securities to be purchased by each Initial Purchaser, the commission or fee to be paid to the Initial Purchasers and the terms of the Offered Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements. The Terms Agreement will also specify the time and date of delivery and payment (such time and date or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the offering memorandum relating to the offering of the Offered Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The obligations of the Initial Purchasers to purchase the Offered Securities will be several and not joint. It is understood that the Initial Purchasers propose to offer the Offered Securities for sale as set forth in the Final Offering Memorandum.

If the Terms Agreement specifies “Book-Entry Only” settlement or otherwise states that the provisions of this paragraph shall apply, the Company will deliver against payment of the cash purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Global Securities will be made available for inspection by the Representatives not later than 5:00 pm, New York City time, on the business day prior to the Closing Date. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Memorandum. Payment for the Offered Securities shall be made by the Initial Purchasers upon the order of the Company in Federal (same day) funds by official check or checks or wire transfer to the Escrow Accounts as specified in the Terms Agreement on the Closing Date, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities.

4. Certain Agreements of the Company. The Company covenants and agrees with the several Initial Purchasers that, in connection with each offering of Offered Securities:

(a) Amendments or Supplements. As promptly as practicable following the Execution Time and in any event not later than the second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as

modified only by the information contained in the Pricing Supplement. The Company will not finalize the Final Offering Memorandum, amend or supplement the Preliminary Offering Memorandum, the Pricing Supplement or any other materials contained in the Disclosure Package and will not amend or supplement the Final Offering Memorandum prior to the Closing Date, in each case unless the Representatives shall previously have been furnished a copy of the proposed Final Offering Memorandum, amendment or supplement and shall not have objected to the Final Offering Memorandum or such amendment or supplement. Before making, preparing, using, authorizing, approving or distributing any Company Additional Written Communication, the Company will furnish to the Representatives a copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representatives reasonably object.

(b) Notice and Effect of Material Events; Ongoing Compliance of Offering Memorandum.

(i) If at any time prior to the Closing Date (x) any event shall occur or condition shall exist as a result of which the Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) it is necessary to amend or supplement the Disclosure Package to comply with law, the Company and the Guarantor will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 4(a) hereof) furnish, at their own expense, to the Initial Purchasers such amendments or supplements to the Disclosure Package as may be necessary so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that the Disclosure Package will comply with all applicable law.

(ii) If, prior to the completion of the placement of the Offered Securities by the Initial Purchasers with the Subsequent Purchasers, (x) any event shall occur or condition shall exist as a result of which the Final Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading or (y) it is necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantor will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 4(a) hereof) furnish, at their own expense, to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum, as may be necessary so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the time of sale of the Offered Securities, be misleading or so that the Final Offering Memorandum, as so amended or supplemented, will comply with all applicable law.

(iii) The Company will advise the Representatives promptly, and confirm such advice in writing, (x) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Disclosure Package or the Final Offering Memorandum or the initiation or threatening of any proceeding for that purpose and (y) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its commercially reasonable efforts to prevent the issuance of any such order preventing or suspending the use of any of the Disclosure Package or the Final Offering Memorandum or suspending any such qualification of the Offered Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

The Company hereby expressly acknowledges that the indemnification and contribution provisions of Section 7 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 4.

(c) Delivery of Copies. As promptly as practicable, the Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and other materials contained in the Disclosure Package, the Final Offering Memorandum, any Company Additional Written Communication and any amendments or supplements thereto as they may reasonably request.

(d) DTC, Euroclear and Clearstream. The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Offered Securities to be eligible for clearance and settlement through the facilities of the Depositary, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking société anonyme (“Clearstream”).

(e) Rule 144A Information. While the Offered Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, the Company and the Guarantor will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Offered Securities and prospective purchasers of the Offered Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act.

(f) No Resales by the Company. The Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Act) to, resell any of the Offered Securities that have been reacquired by any of them.

(g) Legend. Each certificate for an Offered Security will bear the legend contained in “Transfer Restrictions” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

(h) Blue Sky Compliance. The Company will use its commercially reasonable efforts to arrange for the qualification of the Offered Securities for offer and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided, however, that neither the Company nor Xxxxxxxx 66 Company will be required in connection therewith to register or qualify as a foreign corporation where it would not otherwise be so qualified or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction where it would not otherwise be so subject. The Company will promptly advise the Representatives of the receipt by it or Xxxxxxxx 66 Company of any notification with respect to the suspension of the qualification of the Offered Securities for offer and sale in any such jurisdiction or the initiation or threatening of any proceeding for such purpose.

(i) Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement), for any filing fees or other expenses (including reasonable fees and disbursements of counsel) in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate in accordance with Section 4(h) and the printing of memoranda relating thereto; any fees charged by investment rating agencies for the rating of the Offered Securities; any applicable filing fee incident to, and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with, the preparation of any Blue Sky memorandum and review by the Financial Industry Regulatory Authority, Inc., if any, of the terms of sale of the Offered Securities; any fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Securities; any costs incident to the issuance and delivery of the Offered Securities (including printing and engraving costs) and any necessary issue, transfer or other stamp taxes in that connection; all expenses and application fees incurred in connection with the application for the inclusion of the Offered Securities for book-entry transfer by DTC; and for expenses incurred in preparing, printing and distributing the Final Offering Memorandum, any preliminary offering memoranda or any other amendments or supplements to the Final Offering Memorandum to the Initial Purchasers. Except as provided in Section 4(i), Section 7 and section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of counsel.

(j) Clear Market. The Company will not, and will cause Xxxxxxxx 66 Company not to, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by the Company or Xxxxxxxx 66 Company and having a maturity of more than one year from the date of issue or any security convertible into or exchangeable or exercisable for any such debt security, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing,

without the prior written consent of the Representatives, for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under “Blackout” in the Terms Agreement (other than as contemplated by this Agreement and to register the Exchange Securities).

(k) Pricing Supplement. The Company will prepare the Pricing Supplement, containing solely a description of the terms of the Offered Securities and the offering thereof, in the form approved by the Representatives. The Company consents to the use by any Initial Purchaser of an additional writing that (i) is not a Company Additional Written Communication and (ii) contains only information (A) describing the preliminary offering terms of the Offered Securities or their offering or information that describes the final terms of the Offered Securities or their offering and (B) that is included in the Pricing Supplement.

(l) On the Escrow Release Date, the Initial Purchasers shall receive the opinion, dated the Escrow Release Date, of Xxxxxxxxx & Xxxxxxxx LLP, to the effect that:

(i) the Guarantee has been duly authorized, executed, issued and delivered by the Guarantor in accordance with the provisions of the Indenture; the Guarantee is a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law); and

(ii) the effectiveness of the Guarantee and compliance by the Company and the Guarantor with the terms and provisions thereof will not result in a breach or violation of the Delaware General Corporation Law, the laws of the State of Texas or the federal laws of the United States.

(m) On the Escrow Release Date, the Initial Purchasers shall receive the opinion, dated the Escrow Release Date, of Xxxxxxx X. Xxxxx (or another counsel employed by the Company or one of its affiliates), to the effect that:

(i) all of the issued shares of capital stock of the Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable; except as set forth in the Final Offering Memorandum, all of the issued shares of capital stock of the Guarantor are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and

(ii) the effectiveness of the Guarantee and compliance by the Guarantor with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Guarantor is a party or by which Xxxxxxxx 66 Company is bound or to which any of the properties of Xxxxxxxx 66 Company is subject that could reasonably be expected to have a Material Adverse Effect, or the certificate of incorporation or by-laws of the Guarantor.

(n) On the Escrow Release Date, the Initial Purchasers shall receive (i) an Officers’ Certificate of the Company confirming that the Contribution has been completed and (ii) a Secretary’s or Assistant Secretary’s Certificate of the Guarantor which shall include the following documents with respect to the Guarantor: (1) certificate of incorporation, (2) by-laws, (3) resolutions relating to the effectiveness of the Guarantee and (4) a certificate of good standing from the Secretary of State of the State of Delaware.

5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) Comfort Letter. The Representatives, on behalf of the Initial Purchasers, shall have received a letter, dated as of the Execution Time, of Ernst & Young LLP confirming that they are independent registered public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that:

(i) in their opinion the financial statements and any schedules audited by them and included in the Final Offering Memorandum and the Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published Rules and Regulations adopted by the SEC;

(ii) they have performed the procedures specified by the Public Company Accounting Oversight Board for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on any unaudited financial statements included in the Disclosure Package or the Final Offering Memorandum;

(iii) on the basis of the review referred to in clause (ii) above, inquiries of officials of the Contribution Business who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A) the unaudited financial statements, if any, included in the Disclosure Package or the Final Offering Memorandum do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles;

(B) if any unaudited “capsule” information is contained in the Disclosure Package or the Final Offering Memorandum, the unaudited combined total revenues, net income and net income per share amounts or other amounts constituting such “capsule” information and described in such letter do not agree with the corresponding amounts set forth in the unaudited combined financial statements or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income;

(C) at the date of the latest available consolidated balance sheet of ConocoPhillips read by such accountants, there was any increase in total debt, any decrease in consolidated net current assets (working capital) of ConocoPhillips’ Refining and Marketing, Midstream, Chemicals and Emerging Businesses segments in the aggregate, or any increase in total debt of the Contribution Business (i) as compared with the corresponding amounts shown on the latest consolidated balance sheet of ConocoPhillips filed under the Exchange Act, or (ii) in the case of total debt, as compared with the latest combined balance sheet included in the Disclosure Package or the Final Offering Memorandum;

(D) at a subsequent specified date not more than three business days prior to the date of such letter, there was any increase greater than 1% in total debt, as compared with the latest available combined balance sheet; or

(E) for the period from the closing date of the latest income statement included in the Disclosure Package or the Final Offering Memorandum to the closing date of the latest available consolidated income statement of ConocoPhillips read by such accountants there were any decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the closing date of the latest income statement included in the Disclosure Package or the Final Offering Memorandum, in consolidated total revenues or net income of ConocoPhillips’ Refining and Marketing, Midstream, Chemicals and Emerging Businesses segments in the aggregate;

except in all cases set forth in clauses (C), (D) and (E) above for changes, increases or decreases which the Disclosure Package and the Final Offering Memorandum discloses have occurred or may occur or which are described in such letter;

(iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Final Offering Memorandum and the Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of ConocoPhillips and its subsidiaries subject to the internal controls of ConocoPhillips’ accounting system or are derived directly

from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter; and

(v) they have read any pro forma financial information which is included in the Disclosure Package or the Final Offering Memorandum and performed the additional procedures contemplated by Example D of Statement of Auditing Standards No. 72.

All financial statements and schedules included in material incorporated by reference into the Disclosure Package or the Final Offering Memorandum shall be deemed included in the Disclosure Package or the Final Offering Memorandum for purposes of this subsection.

(b) Material Adverse Change. Subsequent to the execution of the Terms Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries, taken as one enterprise, or the Contribution Business which, in the judgment of a majority in interest of the Initial Purchasers including any Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of the Offered Securities or any other debt securities of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of the Offered Securities or any other debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Initial Purchasers including any Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities.

(c) Opinion of Counsel for the Company. The Representatives, on behalf of the Initial Purchasers, shall have received an opinion, dated the Closing Date, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for the Company to the effect that:

(i) each of the Company and the Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of the State of

Delaware, with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Final Offering Memorandum;

(ii) the Indenture, the Registration Rights Agreement, the Escrow Agreements and the Terms Agreement (including this Agreement) have been duly authorized, executed and delivered by each of the Company and the Guarantor, to the extent a signatory thereto; the Debt Securities have been duly authorized, executed, issued and delivered by the Company in accordance with the provisions of the Indenture; the Indenture, the Registration Rights Agreement, the Escrow Agreements and the Debt Securities are valid and legally binding obligations of the Company, enforceable against the Company, in accordance with their terms, except in each case to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law); the Guarantee has been duly authorized, executed and delivered by the Guarantor in accordance with the provisions of the Indenture and when the Guarantee becomes effective in accordance with the terms of the Indenture, the Guarantee will be a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law); and the Offered Securities, the Indenture, the Registration Rights Agreement and the Escrow Agreements conform in all material respects to the respective descriptions thereof contained in the Disclosure Package and the Final Offering Memorandum;

(iii) the Exchange Securities to be issued pursuant to the Indenture have been duly authorized by the Company, the related guarantee of the Exchange Securities by the Guarantor has been duly authorized by the Guarantor, and when the Exchange Securities are issued in accordance with the terms of the Indenture and the related guarantee of the Exchange Securities is issued and has become effective in accordance with the terms of the Indenture, each will be valid and legally binding obligations of the Company and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (whether considered in a proceeding in equity or at law);

(iv) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required under the Delaware General Corporation Law, the laws of the State of Texas or the federal laws of the United

States for the consummation of the transactions contemplated by the Terms Agreement (including the provisions of this Agreement) in connection with the issuance or sale of the Offered Securities by the Company and the Guarantor, except (x) with respect to the Registration Rights Agreement and the transactions contemplated thereunder, the filing of one or more registration statements by the Company and the Guarantor with the Commission pursuant to the Act, an order by the Commission declaring each such registration statement effective and the qualification of the Indenture under the Trust Indenture Act; and (y) as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Offered Securities by the Initial Purchasers and with respect to the Registration Rights Agreement and the transactions contemplated thereunder;

(v) the execution, delivery and performance by the Company and the Guarantor of the Indenture, the Offered Securities, the Registration Rights Agreement, the Escrow Agreements and the Terms Agreement (including the provisions of this Agreement), as applicable, and the issuance and sale of the Debt Securities by the Company and of the Guarantee by the Guarantor, and compliance by the Company and the Guarantor with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Delaware General Corporation Law, the laws of the State of Texas or the federal laws of the United States; and the Company has all necessary corporate power and authority to authorize, issue and sell the Debt Securities and the Guarantor has all necessary corporate power and authority to authorize and issue the Guarantee as contemplated by the Terms Agreement (including the provisions of this Agreement);

(vi) assuming the accuracy of the representations and warranties of the Company, the Guarantor and the Initial Purchasers in the Terms Agreement (including the provisions of this Agreement) and the due performance by the Company, the Guarantor and the Initial Purchasers of the agreements and undertakings contained therein, neither registration of the Offered Securities under the Act nor qualification of the Indenture under the Trust Indenture Act is required for (i) the offer, sale and delivery of the Offered Securities by the Company and the Guarantor to the Initial Purchasers and (ii) the initial resale of the Offered Securities by the Initial Purchasers, in each case in the manner contemplated by the Terms Agreement (including the provisions of this Agreement), the Disclosure Package and the Final Offering Memorandum. Such counsel need not express any opinion, however, as to when or under what circumstances any Offered Securities sold by the Initial Purchasers may be reoffered or resold; and

(vii) neither the Company nor the Guarantor is, nor after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Preliminary Offering Memorandum and the Final Offering Memorandum will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(d) Opinion and Statement of Internal Counsel for the Company. The Representatives, on behalf of the Initial Purchasers, shall have received an opinion and statement, dated the Closing Date, of Xxxxxxx X. Xxxxx, Managing Counsel for ConocoPhillips, to the effect that:

(i) the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect;

(ii) the Guarantor has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package and the Final Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of the Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable;

(iii) the execution, delivery and performance by the Company and Xxxxxxxx 66 Company, as applicable, of the Indenture, the Registration Rights Agreement, the Escrow Agreements, the Offered Securities, the Guarantee and the Terms Agreement (including the provisions of this Agreement) and the issuance and sale of the Offered Securities and the Guarantee by the Company and Xxxxxxxx 66 Company, as applicable, and compliance by the Company and Xxxxxxxx 66 Company, as applicable, with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound or to which any of the properties of the Company or the Guarantor is subject, in each case to the extent that such breach, violation or default could reasonably be expected to have a Material Adverse Effect, or the charter or by-laws of the Company or the Guarantor;

(iv) the descriptions in the Final Offering Memorandum of contracts and other documents are accurate in all material respects and fairly present the information required to be shown; and

(v) such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that, in such counsel’s judgment, are required to be described in the Final Offering Memorandum and are not so described or of any contracts or other documents that are required to be described in the Final Offering Memorandum that are not described as required.

Such counsel shall also state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent registered public accounting firm of the Company, representatives of the Initial Purchasers and counsel to the Initial Purchasers at which the contents of the Final Offering Memorandum and the Disclosure Package were discussed and, although such counsel did not independently verify such information and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Offering Memorandum and the Disclosure Package, on the basis of the foregoing no facts came to such counsel’s attention that led such counsel to believe that the Final Offering Memorandum (other than the financial statements and schedules, the notes thereto and the auditors’ report thereon, management report on internal control over financial reporting, if any, and the other financial, numerical, statistical and accounting data included or incorporated by reference therein, or omitted therefrom, as to which such counsel need not comment) as of its date or as of the Closing Date included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Disclosure Package (other than the financial statements and schedules, the notes thereto and the auditors’ report thereon, management report on internal control over financial reporting, if any, and the other financial, numerical, statistical and accounting data included or incorporated by reference therein, or omitted therefrom, as to which such counsel need not comment) as of the Execution Time included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) Opinion of Counsel for the Initial Purchasers. The Representatives, on behalf of the Initial Purchasers, shall have received from Cravath, Swaine & Xxxxx LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company and the Guarantor, the validity of the Offered Securities, the Final Offering Memorandum, the Disclosure Package and other related matters as the Representatives may require, and the Company and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f) Officer’s Certificate. The Representatives, on behalf of the Initial Purchasers, shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that, subsequent to the date of the most recent financial statements in the Final Offering Memorandum, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business,

properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Disclosure Package and the Final Offering Memorandum or as described in such certificate.

(g) Bringdown Comfort Letter. The Representatives, on behalf of the Initial Purchasers, shall have received a letter dated the Closing Date, of Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

(h) Escrow Agreements. The Escrow Agreements shall have been duly authorized, executed and delivered by the parties thereto and be in full force.

(i) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Initial Purchasers compliance with any conditions to the obligations of the Initial Purchasers under this Agreement and the Terms Agreement.

If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the Terms Agreement and this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 4(i) and except that Sections 2, 4, 7, 9 and 16 hereof shall survive any such termination and remain in full force and effect.

6. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and the Guarantor, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Offered Securities:

(a) Offers and sales of the Offered Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be “qualified institutional buyers” (within the meaning of Rule 144A) or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Offered Securities may be made in reliance upon Regulation S upon the terms and conditions set forth in Schedule C to the Terms Agreement, which Schedule C is hereby expressly made a part hereof.

(b) The Offered Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Act) will be used in the United States in connection with the offering of the Securities.

(c) Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Act, the Offered Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Notes) shall bear the following legend:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

Following the resale of the Offered Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company or the Guarantor for any losses, damages or liabilities suffered or incurred by the Company or the Guarantor, including any losses, damages or liabilities under the Act, arising from or relating to any resale or transfer of any Offered Security.

7. Indemnification and Contribution.

(a) Indemnification of the Initial Purchasers. The Company will indemnify and hold harmless each Initial Purchaser, its partners, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Disclosure Package, any Company Additional Written Communication, the Final Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Initial Purchaser for any legal or other expenses reasonably incurred by such Initial Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in the Terms Agreement.

(b) Indemnity of the Company and the Guarantor. Each Initial Purchaser will severally and not jointly indemnify and hold harmless the Company and Xxxxxxxx 66 Company, their respective directors and officers and each person, if any, who controls the Company or Xxxxxxxx 66 Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or Xxxxxxxx 66 Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the Disclosure Package, any Company Additional Written Communication, the Final Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company or Xxxxxxxx 66 Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in the Terms Agreement.

(c) Notice and Procedures. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify in writing the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Initial Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other shall be deemed to

be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total fees paid to (including any discounts and commissions received by) the Initial Purchasers. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities purchased by it and distributed to the Subsequent Purchasers were offered to the Subsequent Purchasers exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e) Non-Exclusive Remedies. The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to the partners, directors, officers and each person, if any, who controls any Initial Purchaser within the meaning of the Act; and the obligations of the Initial Purchasers under this Section shall be in addition to any liability which the respective Initial Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company or Xxxxxxxx 66 Company and to each person, if any, who controls the Company or Xxxxxxxx 66 Company within the meaning of the Act.

(f) The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations in subsection (d) above.

8. Default of Initial Purchasers. If any Initial Purchaser or Initial Purchasers default in their obligations to purchase Offered Securities under the Terms Agreement (including the provisions of this Agreement) and the aggregate principal amount of Offered Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Initial Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting

Initial Purchasers shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Initial Purchasers agreed but failed to purchase. If any Initial Purchaser or Initial Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement (including the provisions of this Agreement) will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company, except as provided in Section 9. As used in this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section. Nothing herein will relieve a defaulting Initial Purchaser from liability for its default.

9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, rights of contribution, representations, warranties and other statements of the Company or its officers and of the several Initial Purchasers set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Initial Purchaser or the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4(i) and the respective obligations of the Company and the Initial Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(b), the Company will reimburse the Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

10. No Fiduciary Duty. The Company hereby acknowledges and agrees that (i) the purchase and sale of any Offered Securities pursuant to this Agreement and the applicable Terms Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Initial Purchasers and any affiliate through which it may be acting, on the other, (ii) the Initial Purchasers are acting as principal and not as an agent, financial advisor or fiduciary of the Company and (iii) the Company’s engagement of the Initial Purchasers in connection with any offering and the process leading up to the offering of any Offered Securities is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with any offering (irrespective of whether any of the Initial Purchasers has advised or is currently advising the Company or Xxxxxxxx 66 Company on related or other matters). The Company agrees that it will not claim that the Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such offering or the process leading thereto.

11. Notices. All communications hereunder will be in writing and, if sent to the Initial Purchasers, will be mailed, delivered or sent by facsimile and confirmed to them at their address furnished to the Company in writing for the purpose of communications hereunder or, if sent to the Company, will be mailed, delivered or sent by facsimile and confirmed to it at Xxxxxxxx 66, 000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000, Facsimile: (000) 000-0000, Attention: Treasurer, or such other address as the Company may notify the Initial Purchasers.

12. Successors. The Terms Agreement (including the provisions of this Agreement) will inure to the benefit of and be binding upon the Company and such Initial Purchasers as are identified in the Terms Agreement and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

13. Representation of Initial Purchasers. Any Representatives will act for the several Initial Purchasers in connection with the financing described in the Terms Agreement, and any action under such Terms Agreement (including the provisions of this Agreement) taken by the Representatives will be binding upon all the Initial Purchasers.

14. Counterparts. The Terms Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

15. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the meaning or interpretation of this Agreement.

16. Applicable Law. This Agreement and the Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to the Terms Agreement (including the provisions of this Agreement) or the transactions contemplated thereby.

Xxxxxxxx 66 (“Company”)

Debt Securities

fully and unconditionally guaranteed by Xxxxxxxx 66 Company

TERMS AGREEMENT

March 7, 2012

To: The Representatives of the Initial Purchasers identified herein

Ladies & Gentlemen:

The Company agrees to sell to the several Initial Purchasers named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Purchase Agreement dated March 7, 2012 (“Purchase Agreement”), the following securities (“Offered Securities”) on the following terms:

Title:

1.950% Senior Notes Due 2015 (“2015 Notes”).

2.950% Senior Notes Due 2017 (“2017 Notes”).

4.300% Senior Notes Due 2022 (“2022 Notes”).

5.875% Senior Notes Due 2042 (“2042 Notes”).

Principal Amount:

$800,000,000.00 of 2015 Notes.

$1,500,000,000.00 of 2017 Notes.

$2,000,000,000.00 of 2022 Notes.

$1,500,000,000.00 of 2042 Notes.

Interest:

1.950% per annum on the 2015 Notes from March 12, 2012, payable semiannually on March 5 and September 5, commencing September 5, 2012.

2.950% per annum on the 2017 Notes from March 12, 2012, payable semiannually on May 1 and November 1, commencing November 1, 2012.

4.300% per annum on the 2022 Notes from March 12, 2012, payable semiannually on April 1 and October 1, commencing October 1, 2012.

5.875% per annum on the 2042 Notes from March 12, 2012, payable semiannually on May 1 and November 1, commencing November 1, 2012.

Maturity:

March 5, 2015 for the 2015 Notes.

May 1, 2017 for the 2017 Notes.

April 1, 2022 for the 2022 Notes.

May 1, 2042 for the 2042 Notes.

Escrow of Proceeds and Mandatory Redemption: Unless and until the Contribution occurs and the Guarantee becomes effective, the Company will have no access to the proceeds of the offering of the Offered Securities. Upon the Closing Date, the Company will cause the Initial Purchasers, in accordance with the terms of the Purchase Agreement, to deposit, on behalf of the Company, the net proceeds of the issuance of the Offered Securities into the Escrow Accounts pursuant to the Escrow Agreements. Concurrently, the Company will deposit into the Escrow Accounts additional funds sufficient to pay the Mandatory Redemption Price, and all interest that may accrue on the Offered Securities to the Mandatory Redemption Date, pursuant to the Escrow Agreements. If the Distribution has not occurred, and if the Escrow Funds have not been released from the Escrow Accounts, in accordance with Section 4(a) of the Escrow Agreements, on or prior to the earlier of (i) December 31, 2012, or (ii) the date that the Board of Directors of ConocoPhillips determines in its good faith judgment that the Distribution will not occur, and that the Escrow Funds will not be released from the Escrow Accounts in accordance with Section 4(a) of the Escrow Agreements, by December 31, 2012 (such earlier date, the “Date of Determination”), the Company shall redeem all of the Offered Securities on the date that is five Business Days after the Date of Determination at a redemption price of 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the Mandatory Redemption Date.

Optional Redemption: The Company may redeem the notes of a series, in whole or in part, at any time and from time to time, according to the price or price formula set forth in the Final Offering Memorandum.

Sinking Fund: None.

Listing: None.

Purchase Price: 99.629% of principal amount of the 2015 Notes, 99.507% of principal amount of the 2017 Notes, 99.213% of principal amount of the 2022 Notes and 99.1595% of principal amount of the 2042 Notes plus, in each case, accrued interest, if any, from March 12, 2012.

Initial Purchasers’ Fee: 0.325% of principal amount of the 2015 Notes, 0.475% of principal amount of the 2017 Notes, 0.550% of principal amount of the 2022 Notes and 0.8125% of principal amount of the 2042 Notes.

Expected Reoffering Price: 99.954% of principal amount of the 2015 Notes, 99.982% of principal amount of the 2017 Notes, 99.763% of principal amount of the 2022 Notes and 99.972% of principal amount of the 2042 Notes, in each case subject to change by the Representatives.

Closing: 10 A.M., New York City time, on March 12, 2012, at the offices of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in Federal (same day) funds.

Settlement and Trading: Book-Entry Only via DTC.

Blackout: Until 14 days after the Closing Date.

Names and Addresses of Representatives:

Citigroup Global Markets Inc.

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Credit Suisse Securities (USA) LLC

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

RBS Securities Inc.

000 Xxxxxxxxxx Xxxx

Xxxxxxxx, XX 00000

Execution Time: 6:15 p.m., New York City time, on the date hereof.

The respective principal amounts of the Offered Securities to be purchased by each of the Initial Purchasers are set forth opposite their names in Schedule A hereto.

The provisions of the Purchase Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall have the respective meanings given such terms in the Purchase Agreement.

Each of the Initial Purchasers severally and not jointly represents and warrants to, and agrees with, the Company that:

(a) it will offer and sell Offered Securities only to (i) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A or (ii) upon the terms and conditions set forth in Schedule C hereto;

(b) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act; and

(c) it will not offer or sell Offered Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

For purposes of Sections 2 and 7 of the Purchase Agreement, the only information furnished to the Company by the Representatives on behalf of any Initial Purchaser for

use in the Preliminary Offering Memorandum consists of the following information in the Preliminary Offering Memorandum furnished on behalf of each Initial Purchaser: the fourth and seventh paragraphs and the third sentence of the sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Offered Securities which are the subject of the offering contemplated by the Preliminary Offering Memorandum and the Final Offering Memorandum to the public in that Relevant Member State other than:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 (or, in the case of early implement member states, 150) natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of the Offered Securities shall require the Company, the Guarantor or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Offered Securities to the public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each Initial Purchaser has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of

Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to Xxxxxxxx 66 or Xxxxxxxx 66 Company and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The Offered Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1998, as amended (the “FIEL”)) and each Initial Purchaser has agreed that it will not offer or sell any of the Offered Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. As used in this paragraph, a resident of Japan means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Initial Purchasers in accordance with its terms.


Very truly yours,

	Xxxxxxxx 66

		By	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Vice President

The foregoing Terms Agreement is hereby confirmed

and accepted as of the date first above written.

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

X.X. Xxxxxx Securities LLC

RBS Securities Inc.

Acting on behalf of themselves and as

the Representatives of the several Initial Purchasers.

The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.

Acting on behalf of themselves and as

the Representatives of the several Initial Purchasers.


		Citigroup Global Markets Inc.

		By		/s/ Xxxx X. XxXxxxxxx, Xx.
				Name: Xxxx X. XxXxxxxxx, Xx.
				Title: Managing Director

The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.

Acting on behalf of themselves and as
the Representatives of the several Initial Purchasers.


		Credit Suisse Securities (USA) LLC

		By		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Managing Director, Global Head of Oil & Gas

The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.

Acting on behalf of themselves and as
the Representatives of the several Initial Purchasers.


		X.X. Xxxxxx Securities LLC

		By		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Executive Director

The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.

Acting on behalf of themselves and as
the Representatives of the several Initial Purchasers.


		RBS Securities Inc.

		By		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Director

SCHEDULE A


Initial Purchaser	Principal Amount of 2015 Notes		Principal Amount of 2017 Notes		Principal Amount of 2022 Notes		Principal Amount of 2042 Notes
Citigroup Global Markets Inc.	$	77,600,000.00	$	145,500,000.00	$	194,000,000.00	$	145,500,000.00
Credit Suisse Securities (USA) LLC		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
X.X. Xxxxxx Securities LLC		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
RBS Securities Inc.		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
DNB Markets, Inc.		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
Mitsubishi UFJ Securities (USA), Inc.		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
RBC Capital Markets, LLC		77,600,000.00		145,500,000.00		194,000,000.00		145,500,000.00
BNP Paribas Securities Corp.		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00
Deutsche Bank Securities Inc.		21,760,000.00		40,800,000.00		54,400,000.00		40,800,000.00
Lloyds Securities Inc.		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00
Mizuho Securities USA Inc.		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00
PNC Capital Markets LLC		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00
Scotia Capital (USA) Inc.		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00
SMBC Nikko Capital Markets Limited		26,240,000.00		49,200,000.00		65,600,000.00		49,200,000.00

Total	$	800,000,000.00	$	1,500,000,000.00	$	2,000,000,000.00	$	1,500,000,000.00

A-1

SCHEDULE B

Schedule of Pricing Supplements included in the Disclosure Package

1. Pricing Supplement dated March 7, 2012, relating to the final terms of the Offered Securities.

B-1

SCHEDULE C

Resale Pursuant to Regulation S. Each Initial Purchaser agrees that, other than in respect of offers and sales made pursuant to Rule 144A:

(a) It has not offered or sold and will not offer or sell the Offered Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Offered Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Act. Each Initial Purchaser further agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Offered Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Offered Securities, except such advertisements as permitted by and include the statements required by Regulation S.

Each Initial Purchaser agrees that, at or prior to confirmation of a sale of Offered Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Act (or in accordance with Rule 144A under the Act or to accredited investors in transactions that are exempt from the registration requirements of the Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Act.”

Such Initial Purchaser agrees that the Offered Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial

C-1

ownership of such Offered Securities by non-U.S. persons or U.S. persons who purchased such Offered Securities in transactions that were exempt from the registration requirements of the Act.

C-2

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Phillips 66 Debt Securities fully and unconditionally guaranteed by Phillips 66 Company PURCHASE AGREEMENT

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