Amendment to interest payment terms of debt issuance by

Phillips 66 UK Holdings Limited

On 13 June 2012 the Cayman Islands Stock Exchange admitted to listing Phillips 66 UK Holdings Limited 1,400,000 £1,000 Floating Rate Notes due 20 April 2022 (the “Notes”)

As part of an internal agreement relating to the Phillips 66 group of companies, Phillips 66 UK Holdings Limited (the "Company") has entered into a Deed of Amendment on 17th October 2012, to change the requirement to pay interest on the Notes from semi-annually on 20 April and 20 October to a requirement to pay interest on the Notes annually on 31 January.