Phillips 66

Direct Purchase
and Sale Plan

The Plan is sponsored and administered
solely by Computershare Trust Company, N.A.
not by Phillips 66.

Effective May 1, 2012

WHAT YOU NEED TO KNOW:

Phillips 66 is offering a Direct Purchase and Sale Plan for interested employees and is effective on May 1, 2012. The Plan is administered by Computershare Trust Company, N.A. (“the Administrator”). The Plan allows eligible employees to purchase Phillips 66 common stock through payroll deductions. You may participate if you are a regular employee on the U.S. direct dollar payroll of Phillips 66 or certain subsidiaries.

THE IMPORTANT FEATURES OF THIS PLAN ARE:

  • Purchases will be limited to Phillips 66 common stock.
  • Recommended for employees who have reached the 75% of pay maximum in the Phillips Savings Plan.
  • Employees must elect to have payroll deductions in order to begin participation in the Plan.
  • Employees may elect to reinvest all or a portion of the dividends paid by Phillips 66.
  • Phillips 66 will pay all fees associated with dividend reinvestment and optional cash purchases. Participants must pay fees charged in connection with any sale from the account.
  • Participants will receive monthly account statements.

This section is intended to highlight certain portions of the Phillips 66 Direct Purchase and Sale Plan. For the complete Terms and Conditions of the Direct Purchase and Sale Plan, including applicable fees, please visit our HR Website or the Administrator’s website at . You may also request a copy of the Plan material by calling 1-866-437-0009.

Frequently Asked
Questions and Answers

  1. HOW DO I ENROLL IN THE PLAN?

Participation is entirely voluntary and starts when you authorize payroll deductions of at least $10.00 up to a maximum of $10,000.00 from your paycheck. If you wish to enroll in this voluntary plan, fill out an enrollment and payroll deduction authorization form available online at HR Express under Payroll, Stock Purchase. The form requires information necessary for your payroll department to establish your payroll deduction, as well as, information required to set up your account with the Administrator. Make sure you have completed all sections. (You may want to make a copy for your records.)

  1. HOW DO I CHANGE OR DISCONTINUE MY ENROLLMENT?

You can change the amount of your payroll deduction or discontinue it at any time by submitting a new payroll deduction authorization form.

  1. HOW ARE SHARES PURCHASED?

Purchases may be made on any securities exchange where such shares are traded, in the over-the counter market or by negotiated transactions. Phillips 66 accumulates your payroll deductions with those of other participants until the end of the month and then transmits them to the Administrator. No interest will be paid by either Phillips 66 or the Administrator on any funds held pending investment. The Administrator will invest your payroll deductions at least once every a week. If the purchase of the shares is made over a period of days, an average price will be used to allocate the shares to participant’s account. Your account will be credited with as many full and fractional shares (calculated to four decimal places) as your deductions allow.

You may reinvest all or a portion of the cash dividends paid to you on your Phillips 66 common shares. If you do not make a dividend election, all dividends paid on Phillips 66 common stock will be used to purchase additional shares of stock, which will be credited to your account based on your full and fractional shares. Your monthly statements will summarize these transactions.

  1. CAN I PURCHASE ADDITIONAL SHARES?

Yes. After you enroll by payroll deduction, you can purchase additional Phillips 66 common stock by sending a check directly to the Administrator along with the tear-off portion of your account statement or by using the individual or recurring debit featureoffered on the Administrator’s website. The minimum optional cash investment must be at least $25.00 and no more than $10,000.00 per transaction,not to exceed $120,000.00 per calendar year.Additional cash investments must be made either by Electronic Funds Transfer (EFT) or check drawn on a U.S. Bank, in U.S. currency, payable to “Computershare/Phillips 66.” There are no fees associated with the purchase of additional shares.Third party checks, cash, money orders, travelers checks, cashiers checks and checks not drawn on a U.S. Bank or not in U.S. currency will not be accepted and will be returned to you.

For optional cash investments, purchases by the Administrator are made at least once a week. Depending on the number of shares being purchased and current trading volume in the shares, purchases may be executed in multiple transactions and may be traded on more than one day. In the unlikely event that, due to unusual market conditions, the Administrator is unable to invest the funds within 35 days, the Administrator will return the funds to you by check. No interest will be paid on funds held by the Administrator pending investment.

  1. CAN I MAKE AUTOMATIC MONTHLY INVESTMENTS?

Yes. Once enrolled in the Plan, you may contact the Administrator to arrange for automatic monthly investments via EFT. EFT payments are deducted monthly from your designated account at any qualified financial institution that participates in the Automated Clearing House (“ACH”). Deductions are made on the 23rdday of each month, or if such date is not a business day, the deduction will be made on the preceding business day. There are no fees for optional cash investment made by EFT.Such payments are subject to the minimum optional cash investment of $25.00 per transaction, a maximum investment of $10,000.00 per transaction not to exceed the annual maximum of $120,000.00 per calendar year.

Participants should be aware that the share price may fluctuate between the time your purchase request is received by the Administrator and the time purchase is made on the open market. The Administrator may, at its own discretion, accept written requests to revoke instructions.

  1. CAN I REINVEST MY DIVIDENDS?

You may reinvest all or a portion of the cash dividends paid to you on your Phillips 66 common shares. If you do not make a dividend election, all dividends paid on Phillips 66 common stock will be used to purchase additional shares of stock, which will be credited to your account based on your full and fractional shares. There are no fees for the reinvestment of your dividends.

Dividends are invested as promptly as practicable on or following the payable date. You may change your reinvestment option at any time online using the Administrator’s website, or by sending a new Enrollment Form to the Administrator. Changes must be received by the Administrator on or before the record date for that dividend.

  1. CAN I ELECT TO HAVE MY CASH DIVIDENDS WIRED TO MY BANK OR OTHER FINANCIAL INSTITUTION?

Yes. If you elect to have all or a portion of your dividend paid in cash, this amount will be paid by check or can be directly deposited to your bank account via EFT. In order to take advantage of this option your bank or financial institution must be a member of the ACH. If you are interested in this option please log into your account online at or call the Administrator’s toll-free number to request an enrollment package.

  1. CAN I SELL MY SHARES?

Yes. You may instruct the Administrator to sell some or all shares held in your Plan account via the Internet at by telephoning the Administrator toll-free at 1-866-437-0009 or by completing and signing the tear-off portion of your account statement and mailing the instructions to the Administrator.

All sales transactions under the Plan are made through a broker affiliated with the Administrator that will receive brokerage commissions in connection with such sales. Shares are sold on the exchange on which the common shares of the Company trade. The selling price may not be known until the sale is complete.

You may instruct the Administrator to sell your shares under the Plan in one of four ways – through a Batch Order, Market Order, Day Limit Order or Good-Till-Cancelled (GTC) Limit Order.

Batch Order: In a Batch Order, the Administrator will combine the shares you want to sell through the Plan with shares that are being sold by other Plan participants. Requests for Batch Orders may be placed online at by telephone using the IVR system, through a CSR or in writing by completing and signing the tear-off portion of your account statement and mailing the instructions to the Administrator.The fees for Batch Order sales are $15.00 plus $0.05 per share sold.

Market Order: A Market Order is a request to sell your shares at the prevailing market price when the trade is executed. The fees for Market Order sales are $25.00 plus $0.12 per share sold.

Day Limit Order: A Day Limit Order is an order to sell your shares when and if the stock reaches a specific price on a specific day. The fees for Day Limit Order sales are $30.00 plus $0.12 per share sold.

Good-Till-Cancelled (GTC) Limit Order: A GTC Limit Order is an order to sell your shares when and if the stock reaches a specific price at any time while the order remains open (up to 90 days). The fees for Day Limit Order sales are $30.00 plus $0.12 per share sold.

Sales proceeds in Market Orders, Day Limit Orders and GTC Limit Orders equal the market price that the broker receives for your shares, less applicable taxes and fees. Requests for such transactions may only be placed online at by telephone using the IVR system or through a CSR. Any sale request received in writing will be processed as a Batch Order request.

If you sell sharesthrough a Market Order, Day Limit Order or GTC Limit Order, you may choose to receive sales proceeds in a foreign currency or by wire or direct deposit. These services are subject to additional fees and additional terms and conditions, which you must agree to when submitting the transaction.

If you want to sell shares through your own broker, you may request the Administrator to transfer shares electronically from your Plan account to your brokerage account. Alternatively, you may request a stock certificate that you can then deliver to your broker.

Plan participants must perform their own research and must make their own investment decisions. Neither the Administrator nor any of its affiliates will provide any investment recommendations or investment advice with respect to transactions made through the Plan.

  1. CAN I REQUEST SHARES IN A STOCK CERTIFICATE?

Yes. You may request that the Administrator issue a stock certificate for some or all of the shares (whole shares only) held in your Plan account. Please note that fractional shares cannot be issued in certificate form. To have a stock certificate issued, simply complete, sign and return the tear-off portion of the account statement. Requests for certificates may also be made via the Administrator’s website or by telephone using the IVR. There is no fee for this service.

  1. HOW CAN I TERMINATE MY PARTICIPATION IN THE PLAN?

You may discontinue the reinvestment of dividends at any time by notifying the Administrator and Phillips 66. Notice to the Administrator may be made by telephone, in writing or by changing your dividend election on the Administrator’s website. To be effective for a given dividend payment, the Administrator must receive notice by the record date of that dividend. The Administrator will continue to hold your shares unless you request them to be sold or issued. To do so, simply complete the tear-off portion of an account statement and mail it to the Administrator. Withdrawals may also be processed via the Administrator’s website or by phone using the Administrator’s Interactive Voice Response system (the “IVR”). Upon receipt of your instructions, a certificate for the full shares held in the Plan account will be issued or sold and any fractional shares held in the Plan account will also be sold. You will receive a check for the proceeds, less applicable taxes and transaction fees, from any sale of shares.

  1. HOW WILL I KNOW THE VALUE OF MY ACCOUNT?

The Administrator will send you an account statement after each investment activity. If the Company pays a dividend, a summary account statement showing all year-to-date transactions will be mailed to you as soon as practicable following each dividend payment date. If no dividends are paid by the Company, a summary account statement showing all year-to-date transaction activity will be mailed to you on an annual basis, usually in January, reflecting the preceding year’s activity. Participants may also request a statement for their account at any time by calling the Administrator’s toll-free number or by viewing their account online directly from the Administrator’s website at Participants should retain these statements for their records.

  1. HOW DO I CONTACT ADMINISTRATOR?

For information regarding the Plan, please contact the Administrator through one of the following ways:

Website: /
Toll-free number: / 1-866-437-0009
International number: / 1-201-680-6578
For the Hearing Impaired (TDD): / 1-800-231-5469

An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 9:00 a.m. to 7:00 p.m., Eastern Time, Monday through Friday (except holidays).

Or write to:

Phillips 66
c/o Computershare
P.O. Box 358035
Pittsburgh, PA15252-8035

Overnight Delivery:

Phillips 66
c/o Computershare
500 Ross Street, Room 0675
Pittsburgh, PA15262

Be sure to include your name, address, daytime phone number, Investor Identification Number and a reference to Phillips 66 on all correspondence.

Internet:

You can enroll, change your dividends election, obtain information, and perform certain transactions on youraccount online via Investor ServiceDirect® (ISD) at

In order to access your account through ISD you will need to register through EquityAccess at

create a Personal ID and Password. To begin, you will need

your 12-digit Investor ID, which can be found on your check stub, statement, or advice. Select Investor ID as your

login method and click continue. Please follow the prompts to complete the EquityAccess registration process.

For added security, to safeguard your assets, the Administrator requires you to authenticate your identity when you register to access your account online. If you are a U.S. resident, you may authenticate your identity online by answering a series of questions. If you choose not to utilize the online authentication process, or you are not a U.S. resident, your individual authentication code will be sent to you via the U.S. Postal Service.

For the complete Terms and Conditions of the Direct Purchase and Sale Plan, including applicable fees, please visit our HR website or the Administrator’s website at . You may also request a copy of the Plan material by calling 1-866-437-0009.

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