First Amendment to Phillips 66 Key Employee Supplemental Retirement Plan (Effective January 1, 2013)

Summary

This amendment to the Phillips 66 Key Employee Supplemental Retirement Plan, effective January 1, 2013, adds a provision allowing the company to forfeit or recover benefits from participants if required by law or if a participant's negligence or misconduct leads to materially misstated financial or other data. The decision is made by the company's Human Resources & Compensation Committee and Audit Committee. The amendment ensures compliance with laws such as the Sarbanes-Oxley Act and the Dodd-Frank Act.

EX-10.18 3 a1018kesrpfirstamendment.htm EXHIBIT 10.18 10.18KESRPFirstAmendment

Exhibit 10.18

First Amendment

to the

Phillips 66 Key Employee Supplemental Retirement Plan

Effective January 1, 2013

The Phillips 66 Key Employee Supplemental Retirement Plan effective May 1, 2012 (Plan) is amended effective January 1, 2013 as provided below:

1. A new Section X(e) is added to provide as follows:

“(e)

Notwithstanding anything herein to the contrary, any right or interest of a Participant under this Plan is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act. A Participant’s rights or interests under this Plan are also subject to forfeiture or recoupment in the event such Participant’s negligence or misconduct results in materially misstated financial or other data, as determined by the Human Resources & Compensation Committee and the Audit Committee of the Board.”