Exhibit 10(h)

Board of Directors Amended February 12, 1990


                    PRINCIPAL CORPORATE OFFICERS
                    SUPPLEMENTAL RETIREMENT PLAN
                    OF PHILLIPS PETROLEUM COMPANY

                    -----------------------------



                            I.  DEFINITIONS

As used in this Plan:

     (a)  "CEO" shall mean the Chief Executive Officer of the Company.

     (b)  "Company" shall mean Phillips Petroleum Company.

     (c)  "Effective Date" shall mean May 13, 1985, the date on which this
Plan is effective.

     (d)  "ICP" shall mean the Incentive Compensation Plan of Phillips
Petroleum Company, as amended from time to time.

     (e)  "SIP" shall mean the Strategic Incentive Plan as permitted by the
1986 Stock Plan of Phillips Petroleum Company, and the 1990 Stock Plan of
Phillips Petroleum Company, as amended from time to time.

     (f)  "Mandatory Retirement Date" shall mean the applicable retirement
date determined under Article III, Section l(b) of the Retirement Income
Plan of Phillips Petroleum Company, as amended from time to time.

     (g)  "Performance Period" shall have the same meaning as defined in
Section 2(m) of the 1986 Stock Plan of Phillips Petroleum Company and of
the 1990 Stock Plan of Phillips Petroleum Company.


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     (h)  "Plan" shall mean the Principal Corporate Officers Supplemental
Retirement Plan of Phillips Petroleum Company, the terms of which are
stated in this document, as amended from time to time.

     (i)  "Principal Corporate officer" is a person holding one of the
positions with the Company set forth on the list entitled "Principal
Corporate Officers" attached to this Plan as Attachment A, as it may be
amended from time to time by the CEO.

     (j)  "Retirement Plan" shall mean the Retirement Income Plan of
Phillips Petroleum Company, as amended from time to time.

     (k)  "Special Retirement Date" shall mean the date which a Principal
Corporate Officer pursuant to Article III of this Plan, designates as
his/her retirement date.

     (l)  "Supplemental Retirement Benefits" shall mean those benefits
described in Article IV of this Plan.

     (m)  The following terms shall have the meaning as defined in the
Retirement Plan: Final Average Earnings, Credited Service, Annual Earnings,
and Regular Monthly Earnings.


                           II.  PURPOSE

                           ------------

     The purpose of this Plan is to provide Supplemental Retirement
Benefits as an incentive for Principle Corporate Officers to elect to
retire prior to the date they would otherwise retire under the Retirement
Plan.  This Plan is intended to be and shall be administered as an unfunded
excess benefit plan within the meaning of ERISA Sections 3(36) and 4(b)(5)
subject to Section VI.


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             III.  ELIGIBILITY - SPECIAL RETIREMENT DATE

             -------------------------------------------


     Each Principal Corporate officer will be entitled to elect in writing,
within the time specified by the Company, to receive Supplemental
Retirement Benefits pursuant to this Plan, subject, however, to the
condition that he/she designate a Special Retirement Date in accordance
with the provisions of this Article III.  Principal Corporate Officers who
attain the age of 55 on or after the Effective Date of this Plan, or who,
on the Effective Date, are age 55 or older but will not attain the age of
60 prior to January 1, 1986, will be given the opportunity to make such
election and as a condition thereto shall designate a retirement date which
shall be the first day of the month coincident with or next following the
attainment of age 62.  Principal Corporate officers who on the Effective
Date are age 62 or above, or who will attain age 62 prior to January 1,
1987, may also elect to receive Supplemental Retirement Benefits and as a
condition thereto shall designate a retirement date which may be the first
day of any month after May 1, 1985 but not later than January 1, 1987, and
unless waived by the CEO, not less than one year prior to his/her Mandatory
Retirement Date.  In addition, each person who is a Principal Corporate
Officer on the Effective Date and who will attain the age of 60 prior to
January 1, 1986 will be given the opportunity to make such election on or
before July 1, 1985, subject to the condition that the Principal Corporate
Officer designate a retirement date which may be the first day of June,
July or August, 1985.  At the request of the CEO, such Principal Corporate
Officer may be permitted to delay his/her retirement date to a date beyond
August 1, 1985 approved by the CEO, but in


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no event later than August 1, 1986.  A Principal Corporate Officer who
elects not to receive the Supplemental Retirement Benefits will be entitled
to retire under the provisions of the Retirement Plan and to receive
retirement benefits in accordance with the Retirement Plan.
     Notwithstanding the foregoing, (i) a Principal Corporate officer who
does not have at least ten years of Credited Service on attaining age 62
and who retires on or after attaining age 62 but before attaining age 65
will be entitled on retirement to receive in accordance with this Plan the
Supplemental Retirement Benefits, (ii) a Principal Corporate Officer who
has elected to receive the Supplemental Retirement Benefit may elect to
retire under the Retirement Plan before his/her Special Retirement Date
in which case he/she shall not receive the Supplemental Retirement
Benefits, and (iii) if for any reason a person is not a Principal Corporate
Officer on his/her Special Retirement Date, he/she will not be entitled to
receive the Supplemental Retirement Benefits nor will he/she be required to
retire on such date, and the date of his/her retirement and the retirement
benefits he/she will receive on such retirement shall be governed by the
Retirement Plan and other applicable plans, if any.


               IV.   SUPPLEMENTAL RETIREMENT BENEFITS

               --------------------------------------


     Supplemental Retirement Benefits shall consist of the sum of the
following:

     (a) The amount by which retirement benefits calculated in accordance
     with this paragraph (a) exceed the aggregate retirement



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benefits to which the Principal Corporate Officer is entitled to receive as
of his/her Special Retirement Date under the Retirement Plan, the
Retirement Restoration Plan of Phillips Petroleum Company, the Retirement
Makeup Plan of Phillips Petroleum Company and the Key Employee Deferred
Compensation Plan of Phillips Petroleum Company, and the supplemental
retirement benefits as provided in Article VI, Section l(A) of the Phillips
Petroleum Company Key Employee Death Protection Plan.  Retirement benefits
under this paragraph (a) shall be calculated in the same way as the
Principal corporate officer's retirement benefits are calculated as of
his/her Special Retirement Date under the Retirement Plan except as if no
benefit limitations were imposed by the Internal Revenue Code and no
benefit reductions resulted from participation in any qualified or non-
qualified Company-sponsored benefit plan and except that (i) Credited
Service shall be deemed to be equivalent to the Credited Service that
he/she would have accrued if he/she had continued to be employed for 36
months beyond his/her Special Retirement Date, or the number of months
after his/her Special Retirement Date to his/her Mandatory Retirement Date,
whichever period is shorter; (ii) solely for the purpose of determining the
amount of early retirement discount, if any, three years shall be added to
the actual age of the Principal Corporate Officer; and (iii) Final Average
Earnings shall be computed as if the Principal Corporate Officer had
worked for a period of three years after his/her Special Retirement Date or
until his/her Mandatory Retirement Date, whichever is the shorter period,
with Annual Earnings (prior to reductions resulting from


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participation in company-sponsored benefit plans) for such period deemed to
be the greater of (1) his/her Annual Earnings for his/her last full year
worked, plus the amount of award approved, whether paid or deferred, for
the Principal Corporate Officer under the ICP during such year, or (2)
his/her Regular Monthly Earnings (prior to reductions resulting from
participation in Company-sponsored benefit plans) in effect on his/her
Special Retirement Date times 12 plus the amount of award approved, whether
paid or deferred, or to be paid to the Principal Corporate officer under
the ICP in the year of his/her Special Retirement Date; provided, however,
the Final Average Earnings used in calculating retirement benefits
hereunder shall in no event be less than the actual Final Average Earnings
calculated for the Principal Corporate Officer in accordance with the
Retirement Plan, nor less than the Final Average Earnings that would have
been used to calculate his/her retirement benefits under this paragraph (a)
had he/she retired under this Plan on December 1, 1985.
     (b)  A payment will be made to an eligible Principal Corporate officer
equal to the pro rata portion of the ICP award he/she would have been
entitled to receive under the ICP had he/she worked the entire calendar
year in which his/her Special Retirement Date occurs; for example, if the
Special Retirement Date is June 1, then the payment would be equal to
5/12ths of the entire award which would have been received.  Such payment
will be made under this Plan at the time that the applicable awards
are paid to award recipients under the ICP.


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     (c)  A payment will be made to an eligible Principal Corporate Officer
equal to the pro rata portion of the SIP award(s) he/she would have been
entitled to receive under the SIP had he/she worked until the end of the
Performance Period(s) already commenced on his/her Special Retirement Date.
The pro rata payment will be based on the portion of such period(s) that
would have been completed on his/her Mandatory Retirement Date. The payment
will be made to the Principal Corporate Officer under this Plan after the
conclusion of the applicable Performance Period(s) and at the same time as
the SIP awards are settled under the SIP to participants in that plan.
     (d)  With approval of the Board of Directors of the Company, a
Principal Corporate Officer receiving Supplemental Retirement Benefits who
has more than twenty years' Credited Service, and during the year 1985
attained age 58 or above, may be given the option of agreeing to be
available to provide advice and consultation to the Company for up to 30
days per year for a period commencing on his/her Special Retirement Date,
and ending on the earlier of the expiration of three years or his/her
Mandatory Retirement Date.  If such option is given and he/she agrees,
he/she will enter into a consulting agreement which will provide for an
annual fee equivalent to the difference between his/her annual salary at
his/her Special Retirement Date and the aggregate of the annual straight-
life annuity benefits he/she is entitled to receive under this Plan, the
Retirement Plan, the Retirement Restoration Plan of Phillips Petroleum
Company, the Retirement Makeup Plan of Phillips Petroleum Company, the Key
Employee


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Deferred Compensation Plan of Phillips Petroleum Company, the Phillips
Petroleum company Supplemental Executive Retirement Plan, and such benefits
as provided by Article VI, Section l(A) of the Phillips Petroleum Company
Key Employee Death Protection Plan.



                 V.   PAYMENT OF RETIREMENT BENEFITS

                 -----------------------------------

Subject to the requirement that the manner of payment of retirement
benefits determined in accordance with paragraph (a) of Article IV of this
Plan which the Principal Corporate Officer is eligible to receive under
this Plan, the Retirement Restoration Plan of Phillips Petroleum Company,
the Retirement Makeup Plan of Phillips Petroleum Company, the Key Employee
Deferred Compensation Plan of Phillips Petroleum Company, the Phillips
Petroleum Company Supplemental Executive Retirement Plan and the Phillips
Petroleum Company Key Employee Death Protection Plan, shall be the same
and, subject further to the condition that a Principal Corporate officer
who receives supplemental retirement payments under this Plan shall agree
in writing and in the form directed by the Company not to compete with the
Company during the period commencing with his/her Special Retirement Date
and ending on his/her Mandatory Retirement Date:
         (i)  A Principal Corporate Officer may elect in the manner
     prescribed by the Company to have such supplemental retirement
     payments made on a straight-life annuity basis, or to have such
     life annuity payments converted in the manner provided by the
     Retirement Plan to any one of the other forms of payment which
     the Principal Corporate Officer would be entitled to select
     (except the lump-sum settlement option) if


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     such payments were to be paid to the Principal Corporate officer
     under the Retirement Plan.
         (ii) Notwithstanding (i) above, a Principal Corporate Officer who
     is age 60 or older may, not later than 30 days prior to such Principal
     Corporate Officer's Special Retirement Date, express preferences as
     to:
     a)  whether the payment amounts should be converted in the manner
         provided by the Retirement Income Plan from a life annuity
         basis to one lump-sum payment,
     b)  whether such lump-sum payment shall be paid to the employee
         on or as soon as practicable after the Principal Corporate
         Officer's Special Retirement date, or
     C)  whether such lump-sum payment shall be credited as an award
         under the Company's Key Employee Deferred Compensation Plan.

     The Chief Executive Officer, with respect to Principal Corporate
     Officers who are not members of the Board of Directors and the
     Compensation Committee of such Board of Directors, with respect
     to Principal Corporate Officers who are members of such Board of
     Directors, shall consider such indication of preference and shall
     respectively decide in the Chief Executive Officer's or the
     committee's sole discretion whether to accept or reject the
     preference expressed.  In the event the Chief Executive Officer
     or the committee, as appropriate, accepts such Principal
     Corporate Officer's preference, such supplemental retirement
     benefit shall be

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     paid in one lump sum as soon as practicable after the later
     of such acceptance or the Principal Corporate Officer's
     special Retirement Date; or if applicable, credited as of
     the Principal corporate Officer's Special Retirement Date as
     an award under the Key Employee Deferred Compensation Plan.



                 VI.  METHOD OF PROVIDING BENEFITS

                 ---------------------------------

     All amounts payable under this Plan shall be paid solely from the
general assets of the Company and any rights accruing to a Principal
Corporate Officer shall be those of a general creditor; provided, however,
the Company may establish a grantor trust to satisfy part or all of its
Plan payment obligation so long as the Plan remains unfunded for purposes
of Title I of ERISA.



              VII.   MISCELLANEOUS PROVISIONS

              -------------------------------

     (a)  No right or interest of a Principal Corporate Officer under this
Plan shall be assignable or transferable, in whole or in part, directly or
indirectly, by operation of law or otherwise (excluding devolution upon
death or mental incompetency).
     (b)  This Plan shall be administered by the CEO except to the extent
otherwise specifically stated herein, and the CEO's decisions in all
matters relating to the interpretation and application thereof shall be
final.
     (c)  The Board of Directors of the Company reserves the right to amend
or terminate this Plan at any time if, in the sole judg-




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ment of the Board, such amendment or termination is deemed desirable,
provided that no member of the Board shall participate in any action
resulting in his or her being named a Principal Corporate Officer, nor, if
already a Principal Corporate officer, in any action which has the actual
or potential effect of increasing his or her benefits hereunder.
     (d)  No amount accrued or payable hereunder shall be deemed to be a
portion of a Principal Corporate Officer's compensation or earnings for the
purpose of any other employee benefit plan adopted or maintained by the
Company, nor shall this Plan be deemed to amend or modify the provisions of
the Retirement Plan.
     (e)  The Plan shall be construed, regulated, and administered in
accordance with the laws of the State of Oklahoma except to the extent that
said laws have been preempted by the laws of the United States.
     (f)  Except as otherwise provided herein, the Plan shall be binding
upon the Company, its successors and assigns, including but not limited to
any corporation which may acquire all or substantially all of the Company's
assets and business or with or into which the Company may be consolidated
or merged.


2DP-S/009
02-12-90


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                                                          ATTACHMENT A



                        PRINCIPAL CORPORATE OFFICERS




  President and Chief Operating Officer               G. A. Cox

  Senior Vice President Finance                      R.  E.  Bonnell
  Senior Vice President and General Counsel          W.  G.  Paul
  Senior Vice President                              K.  L.  Smalley

  Vice President Research & Development              C.  F.  Cook
  Vice President Quality, Environment & Safety       J.  N.  Scott








042-S/310


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