0001193125-12-151117 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2012 • Phillips 66 • Petroleum refining • New York

This REGISTRATION RIGHTS AGREEMENT dated March 12, 2012 (this “Agreement”) is entered into by and among Phillips 66, a Delaware corporation (the “Company”), Phillips 66 Company, a Delaware corporation (the “Guarantor”), and Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“J.P. Morgan”) and RBS Securities Inc. (“RBS”) as representatives (the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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PHILLIPS 66 as Issuer and PHILLIPS 66 COMPANY as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Indenture Dated as of March 12, 2012 Debt Securities
Phillips 66 • April 5th, 2012 • Petroleum refining • New York

INDENTURE dated as of March 12, 2012 among Phillips 66, a Delaware corporation (the “Company”), Phillips 66 Company, a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

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