Exhibit 10(c)


                           TRUST AGREEMENT

                     Dated as of December 12, 1995

                               between

                      PHILLIPS PETROLEUM COMPANY

                                 and

            VANGUARD FIDUCIARY TRUST COMPANY, as Trustee



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                          Table of Contents
                          -----------------

ARTICLE I
Establishment of Trust....................................... 3
    1.1  Trust Fund.......................................... 3
    1.2  Irrevocability...................................... 3
    1.3  Claims of Creditors................................. 3
    1.4  Acceptance by the Trustee........................... 3
    1.5  Substitution of Assets.............................. 4

ARTICLE II
General Powers of Trustee.................................... 4
    2.1  Investment of the Trust............................. 4
    2.2  Additional Powers of Trustee........................ 6
    2.3  Dealings with Trustee............................... 8

ARTICLE III
Information to be Furnished to Trustee....................... 8
    3.1  About the Arrangements.............................. 8
    3.2  About the Employees................................. 8

ARTICLE IV
Voting and Tender of Company Stock Held in Trust............. 8
    4.1  Construction and Definitions........................ 8
    4.2  Voting of Company Stock.............................10
    4.3  Tender of Company Stock.............................13
    4.4  Voting and Tender Responsibilities..................16

ARTICLE V
Distributions from Trust Fund................................17
    5.1  Distributions from the Trust........................17
    5.2  Determination of Taxability (or ERISA Application)..18
    5.3  Withholding Tax.....................................19
    5.4  Legal Action by Trustee.............................19

ARTICLE VI
Settlement of Accounts.......................................19
    6.1  Trustee Records.....................................19
    6.2  Valuation of Trust Fund.............................20
    6.3  Trustee Statements..................................20
    6.4  Audit...............................................21
    6.5  Judicial Settlement.................................21
    6.6  Delivery of Records to Successor....................21

ARTICLE VII
Taxes, Expenses and Compensation of Trustee..................22
    7.1  Taxes...............................................22
    7.2  Expenses and Compensation...........................22


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ARTICLE VIII
For Protection of Trustee....................................23
    8.1  Evidence of Action by the Company...................23
    8.2  Advice of Counsel...................................23
    8.3  Fiduciary Responsibility............................23

ARTICLE IX
Indemnity of Trustee.........................................24
    9.1  Indemnity of Trustee................................24

ARTICLE X
Resignation and Removal of Trustee...........................25
   10.1  Resignation of Trustee..............................25
   10.2  Removal of Trustee..................................26
   10.3  Successor Trustee...................................26
   10.4  Transfer of Trust Fund to Successor.................26

ARTICLE XI
Duration and Termination of Trust and Amendment..............26
   11.1  Duration and Termination............................26
   11.2  Distribution Upon Termination.......................26
   11.3  Amendment...........................................27

ARTICLE XII
Claims of Creditors..........................................27
   12.1  Insolvency..........................................27
   12.2  Trustee's Responsibilities if Company May Be
         Insolvent...........................................27

ARTICLE XIII
Miscellaneous................................................28
   13.1  Governing Law.......................................28
   13.2  Titles and Headings Not to Control..................28
   13.3  Successors and Assigns..............................29
   13.4  Notices.............................................29
   13.5  Enforcement of Trust Agreement......................29
   13.6  Limitation on Rights of Participants, Beneficiaries
         and Other Affiliates................................30


SCHEDULE I
ARRANGEMENTS SCHEDULE........................................31

SCHEDULE II
COMPANY STOCK ARRANGEMENTS SCHEDULE..........................33

SCHEDULE III
MINIMUM DISTRIBUTION SCHEDULE................................34

SCHEDULE IV
TRUSTEE'S COMPENSATION SCHEDULE..............................35

SCHEDULE V
PERSONS AUTHORIZED TO ACT FOR THE COMPANY....................36


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                         TRUST AGREEMENT
                         ---------------

     THIS TRUST AGREEMENT made and entered into as of this 12th day of
December, 1995, by and between PHILLIPS PETROLEUM COMPANY, a Delaware
corporation with its executive offices at Phillips Building Bartlesville,
Oklahoma (the "Company"), and VANGUARD FIDUCIARY TRUST COMPANY, a trust
company incorporated under the Pennsylvania Banking Code and authorized to
conduct a trust business under the laws of the Commonwealth of
Pennsylvania, with its principal trust office at Valley Forge,
Pennsylvania, (the "Trustee").
     WITNESSETH THAT:
     WHEREAS, the Company and its subsidiaries have established various
compensation and benefit arrangements for the benefit of some or all of
the employees of the Company or certain of its subsidiaries (including
without limitation, the payment of employee salaries and wages)
(hereinafter referred to individually as an "Arrangement" and collectively
as the "Arrangements"); and
     WHEREAS, the Company has and will have certain legal obligations (the
"Company Obligations") under these Arrangements (including without
limitation the contractual obligation to pay the legal obligations of
certain subsidiaries); and
     WHEREAS, the Arrangements provide for the distribution of certain
payments and/or benefits to individuals who are employees of the Company
or subsidiaries of the Company and who are eligible to participate in one
or more of the Domestic Arrangements (identified in Schedule I) and
employees participating in any of the International Company Stock
Arrangements (identified in Part B of Schedule II)  (collectively
"Employees"); and
     WHEREAS, the Arrangements provide for the payment of certain payments
and/or benefits to, inter alia, individuals who are Employees of the
Company or subsidiaries of the Company and who participate in one or more
Arrangements that involve the acquisition or crediting to participant
accounts of common stock of the Company, $1.25 par value ("Company
Stock"); and


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     WHEREAS, the Company wishes to establish a trust pursuant to this
Trust Agreement to assist it in meeting the Company Obligations (the
"Trust") and intends to make contributions and/or loans to such Trust at
such time or times and in such amount or amounts as it may determine; and
     WHEREAS, the Company intends that such contributions shall be held by
the Trustee and used for the purpose of acquiring Company Stock and making
payments with respect to loans used to acquire Company Stock and
distributing such Company Stock or the proceeds thereof to satisfy Company
Obligations under the Arrangements, all in accordance with the provisions
of this Trust Agreement; and
     WHEREAS, the Company intends that such loans made to the Trustee by
the Company shall be used for the exclusive purpose of acquiring Company
Stock in accordance with the provisions of this Trust Agreement; and
     WHEREAS, the Trust is intended to be a grantor trust within the
meaning of Sections 671 through 679 of the Internal Revenue Code of 1986
(the "Code"), as amended, with the corpus and income of the Trust used for
the exclusive purpose of discharging Company Obligations and treated as
assets and income of the Company for federal income tax purposes pursuant
to such Code Sections; and
     WHEREAS, the Company intends that the assets of the Trust will be
subject to the claims of creditors of the Company as provided in Article
XII; and
     WHEREAS, the Company intends that the existence of the Trust shall
constitute an unfunded arrangement and shall not affect the status of any
Arrangement which is intended by the Company to be an unfunded plan
maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated Employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and will not be construed to provide taxable income to any
person under an Arrangement prior to actual payment thereunder; and


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     WHEREAS, the Company intends that the assets of the Trust shall not
be or become plan assets of any employee benefit plan within the meaning
of Title I of ERISA.
     NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and the Trustee declare and agree as follows:


                            ARTICLE I
                      Establishment of Trust
                      ----------------------
     1.1  Trust Fund.  The Company hereby acknowledges that it has
established the Trust with the Trustee, consisting of such sums of money
and other property acceptable to the Trustee as from time to time shall be
paid or delivered to the Trustee in accordance with the terms of the
Trust.   All such money and other property, all investments and
reinvestments made therewith or proceeds thereof and all earnings and
profits thereon, less all payments and charges as authorized herein, shall
constitute the "Trust Fund".  The Trust Fund shall be held by the Trustee
in trust and shall be dealt with in accordance with the provisions of this
Trust Agreement.  The Trust Fund shall at all times be subject to the
claims of general creditors of the Company as provided in Article XII.

     1.2  Irrevocability.  The Trust shall be irrevocable, and except as
provided in Section 5.2 and Articles XI and XII, the assets of the Trust
shall be held for the exclusive purpose of meeting Company Obligations and
defraying expenses of the Trust in accordance with the provisions of this
Trust Agreement.

     1.3  Claims of Creditors.  Notwithstanding anything in this Trust
Agreement to the contrary, the Trust Fund shall at all times be subject to
the claims in bankruptcy of general creditors of the Company as provided
in Article XII hereof.  No person entitled to the benefit of any
Arrangement shall have any claim against the Trust Fund other than as a
general unsecured creditor of the Company.

     1.4  Acceptance by the Trustee.  The Trustee accepts the Trust
established under this Trust Agreement on the terms and subject to the
provisions set forth herein, and it


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agrees to discharge and to perform fully and faithfully all of the duties
and obligations imposed upon it under this Trust Agreement.

     1.5  Substitution of Assets.  Notwithstanding any other provision of
this Trust Agreement, when required to accomplish the purpose of any
Arrangement, the Company may, at any time, by notice to the Trustee,
substitute for part or all of the assets constituting the Trust Fund other
assets acceptable to the Trustee of equal fair market value at the time
of such substitution.  The fair market value of any shares of Company
Stock being substituted shall be the mean between the high and low prices
of such Company Stock on the day as of which the distribution is to be
effected, as reported in the New York Stock Exchange Composite tape
published in the Wall Street Journal.  The Trustee shall distribute to the
Company the assets to be substituted as soon as practicable after receipt
of a notice of substitution but in no case later than 7 days thereafter;
provided, however, that in the event the Company elects to substitute
Company Stock held in the Trust within 90 days prior to the record date of
a meeting of the shareholders of the Company or on or after the
commencement of a tender offer with respect to the Company Stock, the
Trustee shall continue to hold the Company Stock to be substituted and
shall make voting decisions at such meeting and shall make tender
decisions with respect to such Company Stock, both pursuant to Article IV
hereof.  As soon as practicable after the conclusion of such meeting or
the expiration of such tender offer, as the case may be, the Trustee shall
distribute such shares of Company Stock from the Trust to the Company.


                            ARTICLE II
                    General Powers of Trustee
                    -------------------------
     2.1  Investment of the Trust. Except as otherwise provided in this
Section 2.1 or except as otherwise expressly provided in this Trust
Agreement, all assets received by the Trustee shall be invested as soon as
practicable in, and remain invested in, Company


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Stock.  Subject to the provisions of Section 2.2(j), all Company Stock
held in the Trust shall be registered in the name of the Trustee.  All
shares of Company Stock purchased by the Trustee shall be purchased for
cash or for a combination of cash in an amount equal to or greater than
the par value of such shares and a note or notes for the balance of the
purchase price, and all Company Stock held by the Trustee shall be fully
paid and non-assessable.
          (a)  The Trust shall not invest any cash contributed to the
Trust (other than cash contributed to repay loans of the Trust) in any
investment other than Company Stock.
          (b)  From time  to time, the Trustee shall have the ability to
borrow funds for the purpose of acquiring shares of Company Stock and/or
to issue one or more notes to the Company in exchange for newly issued
shares of Company Stock.  The Trustee shall have the ability to pledge any
shares so acquired as collateral.  The terms and conditions of any
borrowing shall be fair and reasonable.  It is contemplated that any such
obligation shall be repaid using cash contributions and earnings
attributable to Company Stock held by the Trust Fund.
          (c)  The Company may contribute treasury shares of Company Stock
to the Trust Fund.
          (d)  Notwithstanding anything herein to the contrary, unless the
Company otherwise directs, cash (other than cash received as
contributions) or Other Assets received by the Trustee shall be retained
and invested in Other Assets; provided, however, that the Trust shall make
no new investment in an Other Asset other than debt securities of less
than twelve months duration or money market accounts; provided further
that, after payment of the costs of the Trust, including, without
limitation Trustee fees and expenses and, if applicable, debt repayment
described in Article V, through the end of the calendar year during which
such cash or Other Assets are received by the Trustee, any such cash
or Other Assets remaining shall be distributed by the Trustee to the
Administrators at the end of such calendar year to fund such Arrangements
as determined by the Financial



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Administrator taking into account the best interests of a broad cross-
section of employees.  The term "Other Assets" refers to a non-cash asset
other than Company Stock.

     2.2  Additional Powers of Trustee. Subject to the provisions of
Section 2.1, the Trustee shall have the following additional powers and
authority with respect to all property constituting a part of the Trust
Fund:
          (a)  To purchase securities or any other kind of property and to
retain such securities or other property, regardless of diversification
and without being limited to investments authorized by law for the
investment of trust funds.
          (b)  Subject to Article IV hereof, to sell, exchange or transfer
any such property at public or private sale for cash or on credit and
grant options for the purchase or exchange thereof, provided that, with
respect to any sale of shares of Company Stock (other than pursuant to
Article IV hereof, and excluding any distribution of Company Stock made
pursuant to this Trust Agreement), such shares shall first be offered for
sale to the Company before being sold to one or more third parties.
          (c)  Subject to Article IV hereof, to participate in any plan of
reorganization, consolidation, merger, combination, liquidation or other
similar plan relating to any such property, and to consent to or oppose
any such plan or any action thereunder, or any contract, lease, mortgage,
purchase, sale or other action by any corporation or other entity
any of the securities of which may at any time be held in the Trust Fund,
and to do any act with reference thereto.
          (d)  To deposit cash or any Trust assets other than Company
Stock with any protective, reorganization or similar committee; to
delegate discretionary power to any such committee; and to pay part of the
expenses and compensation of any such committee and any assessments levied
with respect to any property so deposited.
          (e)  To exercise any conversion privilege or subscription right
available in connection with any such property, and to do any act with
reference thereto, including the



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exercise of options, the making of agreements or subscriptions and the
payment of expenses, assessments or subscriptions, which may be deemed
necessary or advisable in connection therewith, and to hold and retain any
securities or other property which it may so acquire.
          (f)  Subject to Section 9.1 hereof, to commence or defend suits
or legal proceedings and to represent the Trust in all suits or legal
proceedings; to settle, compromise or submit to arbitration any claims,
debts or damages, due or owing to or from the Trust.
          (g)  Subject to Article IV hereof, to exercise, personally or by
general or limited power of attorney, any right, including the right to
vote, appurtenant to any securities or other such property.
          (h)  To hold cash awaiting investment uninvested, and to
maintain such additional cash balances as it shall deem reasonable or
necessary to meet anticipated cash distributions from or administrative
costs of the Trust.
          (i)  To invest cash or Trust assets other than Company Stock at
any such bank and trust company or national banking association as may be
approved from time to time by the Company in any type of interest-bearing
investment, including, without limitation, deposit accounts, certificates
of deposit and repurchase agreements.
          (j)  To register or hold any securities or other property held
by it in its own name or in the name of any custodian of such property or
of its nominee, including the nominee of any system for the central
handling of securities, with or without the addition of words indicating
that such securities are held in a fiduciary capacity, to deposit or
arrange for the deposit of any such securities with such a system and to
hold any securities in bearer form.
          (k)  To make, execute and deliver, as Trustee, any and all
deeds, leases, notes, bonds, guarantees, mortgages, conveyances,
contracts, waivers, releases or other instruments in writing that are
necessary or proper for the accomplishment of any of the



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foregoing powers.
          (l)  To undertake a borrowing or borrowings sufficient to enable
the Trust to acquire Company Stock from the Company.

     2.3  Dealings with Trustee.  Persons dealing with the Trustee  shall
be under no obligation to see to the proper application of  any money paid
or property delivered to the Trustee or to inquire into the Trustee's
authority as to any transaction.


                           ARTICLE III
              Information to be Furnished to Trustee
              --------------------------------------
     3.1   About the Arrangements.  The Arrangements as of the effective
date of the Trust Agreement are set forth in Schedule I to this Trust
Agreement (the "Arrangements Schedule").  Schedule I may be amended by the
Company from time to time without the consent of the Trustee.  Upon the
Trustee's request, the Company shall provide the Trustee with such
information about any Arrangement with respect to which the Company
gives any direction to make any distribution from the Trust Fund otherwise
than to the Company or to a person administering the Arrangement on the
Company's behalf as will enable the Trustee to carry out the direction.

     3.2  About the Employees.  The Company shall provide the Trustee with
all information about Employees necessary to enable the Trustee to
discharge its duties hereunder, including particularly the information
necessary to enable the Trustee to solicit voting and tender directions
pursuant to Article IV hereof.


                            ARTICLE IV
         Voting and Tender of Company Stock Held in Trust
         ------------------------------------------------
     4.1  Construction and Definitions.  (a)  Notwithstanding anything
contained in this Trust Agreement to the contrary, this Article IV shall
govern the procedures to be



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followed in connection with the Voting of Company Stock and the
disposition of Company Stock pursuant to any tender or exchange Offer
therefor.  In the event of any conflict or inconsistency between the
provisions of this Article IV and any other provisions of this
Trust Agreement, the provisions of this Article IV shall control.
     (b)  Definitions.  For purposes of this Article only:
          (1)  "Accept" shall mean a direction to the Trustee to take
whatever action (including, without limitation, the sale, exchange or
transfer of Company Stock) as may be necessary to accept an Offer pursuant
to its terms.
          (2)  "Appointed Person" shall mean for purposes of Voting (i)
each Employee who is listed on the Company's personnel and U.S. dollar
domestic payroll records as of a Record Date or Initial Date as a "regular
full-time" or "regular part-time employee", and (ii) each trustee of an
International Company Stock Arrangement, and for purposes of responding to
an Offer shall mean each Employee.
          (3)  "Company Stock Arrangements" shall mean the Arrangements
identified in Schedule II to this Trust Agreement (the "Company Stock
Arrangements Schedule").  Schedule II may be amended from time to time by
the Company without the consent of the Trustee; provided, however, that
such Schedule may not be amended during the period commencing on a Record
Date or Initial Date and ending on the date which is 30 days after
respectively, the stockholder meeting following the Record Date or the
last date for stockholders to Accept the Offer following the Initial Date.
          (4)  "Initial Date" shall mean the date of the commencement of
any Offer.
          (5)  "International Company Stock Arrangements" shall mean the
Arrangements identified in Part B of Schedule II to this Trust Agreement.
          (6)  "Offer" shall mean any offer for the tender or exchange of
Company Stock which is made to Company stockholders.



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          (7)  "Record Date" shall mean the record date for any annual or
special meeting of the stockholders of the Company.
          (8)  "Reject" shall mean a direction to the Trustee to take or
omit to take whatever action (including, without limitation, the retention
of Company Stock) as may be necessary to reject an Offer.
          (9)  "Vote" or "Voting" shall mean a direction to the Trustee to
vote in favor of, against or to abstain from voting on a particular issue.
          (10) "Determination Date" shall mean the date and time nearest a
stockholder meeting date and time, and shall be established by the
Trustee, in its absolute and sole discretion, as the deadline for receipt
of such directions as to how to Vote, or whether to Accept or Reject an
Offer, taking into consideration an adequate period of time for the
tabulation of such directions; provided, however, that a Determination
Date shall not be established sooner than the Trustee's close of business
on the business day immediately preceding a stockholder meeting at which
stockholders may cast votes, or the last date by which stockholders must
accept an Offer.
          (11) "Directing Fiduciary" shall mean (i) an Appointed Person
who is an Employee and, as of a Determination Date, elects to direct the
Trustee with regard to his or her pro rata portion of (x) all Company
Stock allocated to him hereunder for the purpose of giving the Trustee
directions as to how to Vote or whether to Accept or Reject an Offer, and
(y) all Company Stock so allocated to other Appointed Persons for which
the Trustee fails to receive written directions as to how to Vote, or
whether to Accept or Reject an Offer, by the Determination Date, and for
purposes of Voting, (ii) each trustee of an International Company Stock
Arrangement.

     4.2  Voting of Company Stock.  (a)  The Trustee shall Vote the shares
of Company Stock held by the Trust at any annual or special meeting of the
stockholders of the Company in accordance with Voting directions from
employees as hereinafter set



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forth.
     (b)  After the determination of a Record Date and within a reasonable
time before the date scheduled for a Company stockholder meeting, the
Company shall provide to the Trustee a list of the names and addresses of
each person who is an Appointed Person and the Trustee shall determine,
pursuant to this Section, the number of shares of Company Stock to be
allocated to the account of each Appointed Person.  In addition, the
Company shall deliver to the Trustee copies of any proxy or consent
solicitation materials the Company may have prepared.  If proxies or
consents are solicited by any person other than the Company's board of
directors, the Trustee shall request copies of materials prepared by such
person regarding any contested matter under consideration.
     (c)  Upon receipt of the information and materials described in
paragraph (b), the Trustee shall distribute or make available copies
thereof to each Appointed Person (except to the extent the Company has
previously certified to the Trustee that copies of any such materials have
been made available to each Appointed Person), together with a form
prepared or approved by the Trustee by which the Appointed Person may give
Voting directions to the Trustee.  The Voting direction form shall state
that if such person fails to return the prescribed direction form to the
Trustee by the indicated Determination Date, the Trustee will conclusively
presume that the person has rejected his or her appointment to become a
Directing Fiduciary and that such person will thereafter have no
responsibility or right to direct the Trustee as to how to Vote such
Company Stock.  The Trustee shall communicate the permissible methods of
giving Voting directions and the Determination Date by which such
directions must be received by the Trustee to all Appointed Persons. The
Trustee shall Vote Company Stock held as of the applicable Record Date in
accordance with directions received from Directing Fiduciaries pursuant
to this Article IV.



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<PAGE>



     (d)  Each Directing Fiduciary shall have the authority and shall be
afforded the opportunity to direct the Trustee as to how to Vote his pro
rata portion (as hereinafter determined) of all Company Stock held in this
Trust and allocated to him or her for the purposes described in this
Article IV.  Each Directing Fiduciary who is a trustee of an International
Company Stock Arrangement shall be allocated a pro rata share of that
portion of Company Stock held in the Trust which is determined as the
respective percentage of Company Stock held in the Trust Fund that bears
an equal proportion to the ratio between the number of shares of Company
Stock held in trust for the International Company Stock Arrangement and
the aggregate number of shares of Company Stock held as of the Record Date
by all trustees of Company Stock Arrangements.  If any such trustee shall
fail to become a Directing Fiduciary by failing to return Voting
directions in the timely manner permitted by the Trustee, shares of
Company Stock otherwise allocated to that particular trustee shall be
allocated proportionately among all other such International Company Stock
Arrangement trustees who become Directing Fiduciaries. The shares of
Company Stock allocated to Directing Fiduciaries who are Employees shall
be determined by subtracting the total number of shares of Company Stock
held in the Trust which is allocated to Directing Fiduciaries who are
trustees of International Company Stock Arrangements from the total number
of shares held in the Trust as of the Record Date.  Each Directing
Fiduciary who is an Employee shall be allocated and shall direct the
Trustee to Vote with respect to that number of shares of Company Stock
held by the Trust as of the Record Date which is determined by dividing
the number of shares held in the Trust as of the Record Date which are
allocated to Directing Fiduciaries who are Employees, by the number of
Directing Fiduciaries who are Employees.
     (e)  The Trustee shall not reveal or release any individual
Employee's Voting directions given as a Directing Fiduciary to the
Company, its officers, directors,



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<PAGE>



employees, or representatives.  Notwithstanding the foregoing, the Trustee
may inform the Company or other party soliciting  proxies or consents, at
the request of either of them, of the approximate number of shares of
Company Stock for which Voting directions have been received as of a given
point in time and the manner in which such shares are required to be Voted
in the aggregate, when the votes are cast by the Trustee.

     4.3  Tender of Company Stock.  (a)  The Trustee shall Accept or
Reject any Offer for the shares of Company Stock held by the Trust in
accordance with directions from Employees as hereinafter set forth.
     (b)  After the determination of an Initial Date and within a
reasonable time before the final date scheduled for the expiration of the
Offer, the Company shall provide to the Trustee a list of the names and
addresses of each person who is an Appointed Person and the Trustee shall
determine, pursuant to this Section, the number of shares of Company Stock
to be allocated to the account of each such Appointed Person.  The
Trustee shall distribute or make available to each Appointed Person, such
information and materials relating to the Offer as the Trustee receives
from the person making the Offer and such other materials as the Trustee
may deem relevant including, without limitation, a description of the
terms and conditions of the Offer filed with the Securities and Exchange
Commission or any similar materials if such filing is not required and, if
requested by the Company, a statement acceptable to the Trustee from
Company management setting forth its position with respect to the Offer.
     (c)  Upon receipt of the information and materials described in
paragraph (b), the Trustee shall distribute or make available copies
thereof to each Appointed Person (except to the extent the Company has
previously certified to the Trustee that copies of any such materials have
been made available to each Appointed Person), together with a form
prepared or approved by the Trustee by which the Appointed Person may give



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<PAGE>



directions to the Trustee to Accept or Reject the Offer.  The direction
form shall state that if such person fails to return the prescribed
direction form to the Trustee by the indicated Determination Date, the
Trustee will conclusively presume that the person has rejected his or her
appointment to become a Directing Fiduciary and that such person will
thereafter have no responsibility or right to direct the Trustee as to
whether to Accept or to Reject the Offer.  The Trustee shall communicate
the permissible methods of giving directions and the Determination Date by
which such directions must be received by the Trustee to all Appointed
Persons. The Trustee shall Accept or Reject the Offer with regard to
Company Stock held as of the applicable Initial Date in accordance with
directions received from Directing Fiduciaries pursuant to this Article
IV.
     (d)  Each Directing Fiduciary shall have the authority and shall be
afforded the opportunity to direct the Trustee as to whether to Accept or
to Reject the Offer with regard to his pro rata portion (as hereinafter
determined) of all Company Stock held in this Trust and allocated to him
or her for the purposes described in this Article IV.  Directing
Fiduciaries who are not on a U.S. dollar domestic payroll ("International
Directing Fiduciaries") shall be allocated in the aggregate a pro rata
share of that portion of Company Stock held in the Trust which is
determined as the respective percentage of Company Stock held in the Trust
Fund that bears an equal proportion to the ratio between the number of
shares of Company Stock held in trust for all International Company Stock
Arrangements and the aggregate number of shares of Company Stock
held as of the Initial Date in all Company Stock Arrangements.  Each
International Directing Fiduciary shall be individually allocated a pro
rata share of that portion of Company Stock so allocated to all
International Directing Fiduciaries and shall direct the Trustee to Accept
or Reject the Offer with respect to that number of shares of Company
Stock held by the Trust as of the Initial Date which is determined by
dividing the number of shares held in the Trust as of the Initial Date
which are allocated to International



                                 -14-
<PAGE>



Directing Fiduciaries by the number of International Directing
Fiduciaries.  Each Directing Fiduciary who is an Employee on the Company's
U.S. dollar domestic payroll records as a "regular employee" shall be
allocated and shall direct the Trustee to Accept or Reject the Offer with
respect to that number of shares of Company Stock held by the Trust as of
the Initial Date which is determined by dividing the number of shares held
in the Trust as of the Initial Date which are allocated to Directing
Fiduciaries who are domestic regular Employees, by the number of Directing
Fiduciaries who are domestic regular Employees.  The shares of Company
Stock allocated to Directing Fiduciaries who are domestic regular
Employees shall be determined by subtracting the total number of shares of
Company Stock held in the Trust which is allocated to International
Directing Fiduciaries from the total number of shares held in the Trust as
of the Initial Date.
     (e)  The Trustee shall not reveal or release any individual
Employee's Offer response directions given as a Directing Fiduciary to the
Company, its officers, directors, employees, or representatives.
Notwithstanding the foregoing, the Trustee may inform the Company or other
party making an Offer, at the request of either of them, of the
approximate number of shares of Company Stock for which directions have
been received as of a given point in time and whether such shares are
required to be Accepted or Rejected in the aggregate, when the directions
are carried out by the Trustee.
     (f)  Any securities received by the Trustee as a result of having
Accepted an Offer and tendered Company Stock, as hereinabove provided,
shall be held, and any cash so received shall be invested in cash or
short-term investments pending any further action which the Trustee may be
required to take by the Company pursuant to this Trust Agreement.  Company
Stock which, following the Trustee's tender thereof in response to an
Offer, has not been accepted by the party making the Offer and is returned
to the Trustee, shall be returned to the Trust Fund.



                                 -15-
<PAGE>



      (g)  In the event of an Offer for Company Stock, the Trustee is
authorized in accordance with this Article IV to dispose of Company Stock
which is pledged or otherwise encumbered to secure repayment of a loan
from a lender only to the extent such disposition is permitted by or
pursuant to the documents by which such shares of Company Stock are so
pledged or encumbered.

     4.4  Voting and Tender Responsibilities.  (a)  It is intended that
the Trustee's functions and responsibilities as to Voting Company Stock or
Accepting or Rejecting an Offer shall be custodial and ministerial only.
The Trustee is directed to comply with the terms of this Article IV
conferring on Directing Fiduciaries the exclusive authority to direct
the Trustee as to how to Vote Company Stock or whether to Accept or Reject
an Offer.
     (b)  Each Employee Directing Fiduciary who exercises his authority
under this Article IV to direct the Trustee as to how to Vote or to Accept
or Reject an Offer with respect to Company Stock shall be a fiduciary of
the Trust with respect to the Voting or tendering of such Company Stock
for which he or she gives direction, but shall have no other fiduciary
authority or responsibility under this Trust.  Each Appointed Person who
is an Employee and does not exercise his authority to so direct the
Trustee shall be conclusively presumed to have refused his appointment
hereunder, and no such Appointed Person shall be a fiduciary of the Trust
for any purpose, unless expressly designated as a fiduciary under
provisions of the Trust other than provisions of this Article IV.
     (c)  Company Stock allocated to a Directing Fiduciary for Voting or
Offer response purposes shall be determined by the Trustee in accordance
with this Article IV from (i) the stockholder records of the Company in
the case of the trustees of the International Company Stock Arrangements
and (ii) the listing of Employees appointed as Appointed Persons certified
and provided to the Trustee by the Company.
     (d)  The Trustee shall not express any opinion or give any advice or
recommendation to any Directing Fiduciary concerning matters subject to
Vote or



                                 -16-
<PAGE>



consent or concerning an Offer and shall not have any authority or
responsibility to do so.
     (e)  The Company acknowledges and agrees to honor the confidentiality
of Voting and Offer response directions of individual Employees to the
Trustee.  If the Company, by its own act or omission, breaches the
confidentiality of such directions, the Company agrees to indemnify and
hold harmless the Trustee against and from all liabilities, claims,
demands, damages, costs, and expenses, including reasonable attorneys'
fees the Trustee may incur as a result thereof.
     (f)  The Trustee shall have the right to require payment in advance
by the Company and any other party soliciting proxies or consents or
making an Offer of all reasonably anticipated expenses associated with the
distribution of information to and the processing of directions received
from Directing Fiduciaries pursuant to this Article IV.
     (g)  Notwithstanding the foregoing provisions of this Article IV,
allocations and dispositions pursuant to this Article shall be subject to
such reasonable requirements for rounding of fractional interests as may
be prescribed by the Trustee; provided such rounding shall be not less
than three decimal places.  To the extent practicable, the Trustee shall
Vote or respond to an Offer by combining fractional shares of Company
Stock allocated to Directing Fiduciaries hereunder to reflect the
directions of the Directing Fiduciaries.


                            ARTICLE V
                  Distributions from Trust Fund
                  -----------------------------
     5.1 Distributions from the Trust.  (a)  Except to the limited extent
provided in Article IV, in this Article V and in Section 7.2, all
distributions from the Trust shall be used to fund Company Obligations.
The Company shall from time to time direct the Trustee to



                                 -17-
<PAGE>



(i) distribute shares of Company Stock from the Trust, (ii) to sell shares
of Company Stock and distribute the cash proceeds, or (iii) to distribute
earnings or profits on Company Stock and Other Assets held by the Trust to
such persons or entities as the Company shall identify in such directions.
Distributions of Company Stock (or the net proceeds of the sale of Such
Company Stock) from the Trust shall result in a repayment or deemed
forgiveness of a pro rata amount of principal of the loan used to acquire
such Company Stock in an amount determined under this Section 5.1.  For
purposes of the foregoing, the pro rata portion of the principal payment
made or deemed forgiven with respect to any stock acquisition loan
provided by the Company shall be determined by multiplying the initial
principal balance of the loan by a fraction, the numerator of which is the
number of shares of Company Stock distributed or sold on that distribution
date, and the denominator of which is the total number of shares of
Company Stock acquired with the proceeds of such loan.
          (b)  Distributions of Company Stock from the Trust shall be made
in accordance with the schedule set forth in Schedule III to this Trust
Agreement (the "Minimum Distribution Schedule") applicable to such stock;
provided that, if the Company Stock distributed pursuant to such Schedule
has been acquired in exchange for outstanding debt, the principal amount
attributable to such shares so acquired shall be repaid or deemed forgiven
in accordance with the formula in paragraph (a) of this Section 5.1.  The
Company's directions to the Trustee shall be in writing.  The Trustee may
rely upon such written instructions and shall have no responsibility to
verify or monitor the determinations made by the Company.

     5.2  Determination of Taxability (or ERISA Application).  (a)
Notwithstanding anything  contained in this Trust Agreement to the
contrary, if, at any time, any amounts held in the Trust Fund are found in
a determination (within the  meaning of Section 1313(a) of the Code) to
have been includable in the gross income of any person participating in
any Arrangement prior to payment of such amounts from the Trust, the
Trustee shall take such appropriate action in response thereto as directed
by the Financial Administrator.



                                 -18-
<PAGE>



          (b)  Notwithstanding anything contained in this Trust Agreement
to the contrary, if, at any time, the United States Department of Labor or
a court of competent jurisdiction has determined (or in the Company's sole
judgment, reflected in written notice to the Trustee, would be likely to
determine) that any assets of the Trust are subject to Part 4 of Subtitle
B of Title I of ERISA, the affected assets shall be distributed to the
person with responsibility to hold the affected assets under the terms of
the relevant Arrangement.

     5.3  Withholding Tax.  Any amounts required to be paid under this
Article V shall be reduced by the amount of any withholding of tax
required by law, and the Trustee shall inform the Company of all amounts
so withheld and shall pay such amounts to the appropriate governmental
authorities.

     5.4  Legal Action by Trustee.  Except in the event the Company  is
Insolvent (as defined in Section 12.1), the Trustee shall not itself
commence any legal action, whether in the nature of an interpleader
action,  request for declaratory judgment,  or otherwise, requesting a
court (i) to determine the validity of this Trust Agreement, or (ii) to
make any determination in the Trustee's stead with respect to any Company
Obligation that this Trust Agreement requires to be made by the Trustee.
Notwithstanding the foregoing sentence, in defending any legal action
brought with respect to any Company Obligation, the Trustee shall be
entitled to ask the court to determine the nature and amount of such
Company Obligation.


                            ARTICLE VI
                      Settlement of Accounts
                      ----------------------
     6.1  Trustee Records.  The Trustee shall keep full, accurate and
detailed accounts of all investments, receipts and disbursements and other
transactions hereunder.  The Trustee's financial statements, books and
records with respect to the Trust Fund shall be open to inspection by the
Company upon reasonable notice at all reasonable times during business
hours of the Trustee.



                                 -19-
<PAGE>



      6.2  Valuation of Trust Fund.  As of the last business day of each
month, the Trustee shall value the Trust Fund at current market values,
and shall report such valuation to the Company.  The report of any such
valuation shall not constitute a representation by the Trustee that the
amounts reported as fair market values would actually be realized upon the
liquidation of the Trust Fund.  Such valuation shall reflect cash
contributions, income of the Trust Fund, gains or losses (including gains
or losses not yet realized), distributions and expenses incurred during
the month.

     6.3  Trustee Statements.  (a)  The Trustee shall render to the
Company quarterly statements of its receipts and disbursements as Trustee
hereunder.  Within 90 days after the close of each calendar year or any
termination of the duties of the Trustee, the Trustee shall prepare, sign
and mail in duplicate to the Company an account of its acts and
transactions as Trustee hereunder.  If the Trustee files an account while
the Company is Insolvent, the Company shall notify each of its creditors
to whom it owes $1,000,000.00 or more that the account has been filed.
In the event of Insolvency of the Company, the Company shall make a copy
of such account (or any adjustment thereof) available for inspection by
creditors of the Company, at its principal executive  office during
ordinary business hours for a period of 60 days (30  days in the case of
an adjusted account).  If within 90 days after receipt of the account
neither the Company nor, in the event of Insolvency, any creditor of the
insolvent entity has filed with the Trustee notice of any objection to any
act or transaction of the Trustee, the initial account shall become an
account stated as between the Trustee, the Company, and all persons having
or  claiming to have an interest in the Trust Fund.  If any objection has
been filed, and if the objecting party is satisfied that it should be
withdrawn, the objecting party shall in a writing filed with the Trustee
signify its approval of the accounts, and it shall become an account
stated as between the Trustee, the Company, and  all persons having or
claiming to have an interest in the Trust Fund.  If the account is
adjusted following an objection thereto, the Trustee



                                 -20-
<PAGE>



shall mail to the Company the adjusted account, and if within 30 days
after receipt of the adjusted account neither the Company nor, in the
event of Insolvency, any creditor of the insolvent entity has filed with
the Trustee notice of any objection to the transactions as so adjusted,
the adjusted account shall become an account stated as between the
Trustee, the Company and all persons having or claiming to have an
interest in the Trust Fund.
     (b)  Unless an account is fraudulent, when it becomes an account
stated it shall be finally settled, and the Trustee shall be completely
discharged and released, as if such account had been settled and allowed
by a judgment or decree of a court of competent jurisdiction in an action
or proceeding in which the Trustee, the Company, and all persons having or
claiming to have an interest in  the Trust were parties.

     6.4  Audit.  The Trustee shall maintain a true and correct set of all
records pertaining to the Trust, the Trust Fund and all transactions
hereunder.  The Trustee further agrees to retain all such records during
the term of this Trust Agreement and for a period of not less than two (2)
years after termination of this Trust Agreement.  Any representatives
authorized by Company may audit any and all such records at any time or
times during the term of this Trust Agreement, as well as during the two-
year period after termination of this Trust Agreement.

     6.5  Judicial Settlement.  Nothing contained in this Trust Agreement
shall be construed as depriving the Trustee or the Company of the right to
have a judicial settlement of the Trustee's accounts, and upon any
proceeding for a judicial settlement of the Trustee's accounts or for
instructions the only necessary party thereto in addition to the
Trustee shall be the Company.

     6.6  Delivery of Records to Successor.  In the event of the removal
or resignation of the Trustee, the Trustee shall deliver to the successor
Trustee all records that shall be required by the successor Trustee to
enable it to carry out the provisions of this Trust Agreement.



                                 -21-
<PAGE>


                           ARTICLE VII
           Taxes, Expenses and Compensation of Trustee
           -------------------------------------------
     7.1  Taxes.  (a)  The Company shall from time to time pay taxes of
any and all kinds whatsoever that at any time are lawfully levied or
assessed upon the Company or become payable by the Company in respect of
the Trust Fund, the income or any property forming a part thereof, or any
security transaction pertaining thereto.  The Trustee shall notify the
Company promptly after it becomes aware of any tax liability assessed
against, or imposed upon, the Trust or the Trustee in its capacity as
Trustee of the Trust.  The Company shall be responsible for all matters in
respect of such assessment or imposition, and shall have sole
responsibility for any defense in connection therewith.  Payments in
respect of any tax liability of the Company arising in connection with
earnings, gains or activities relating to the Trust, including, without
limitation, interest and penalties, shall be made from the Trust Fund
after a final determination of such liability, unless the Company promptly
pays such liability.  In the event the assets of the Trust are
insufficient to pay such liability, any deficit shall be paid promptly by
the Company.  All references in this Trust Agreement to the payment of
taxes shall include interest and applicable penalties.
     (b)  To enable the Company to make monthly tax accrual and to compute
its estimated income tax obligations, the Trustee will furnish, on or
prior to the eighth business day of the succeeding month, a monthly report
identifying the type of income by source of investment (interest,
dividends, etc.,).

     7.2  Expenses and Compensation.  The Trustee shall be paid
compensation by the Company in accordance with the schedule of fees set
forth in Schedule IV hereto.



                                 -22-
<PAGE>


                            ARTICLE VIII
                    For Protection of Trustee
                    -------------------------
     8.1  Evidence of Action by the Company.  (a)  The Company has
certified to the Trustee the name or names of any person or persons
initially authorized to act for the Company on Schedule V hereto.  Until
the Company notifies the Trustee, in a notice signed by the Secretary or
an Assistant Secretary of the Company, that any such person is no longer
authorized to act for the Company, the Trustee may continue to rely upon
the authority of such person.  The Company may certify to the Trustee, in
a notice signed by the Secretary or an Assistant Secretary the names of
any additional persons authorized to act for the Company.
     (b)  The Trustee may rely upon any certificate, notice or direction
of the Company that the Trustee reasonably believes to have been signed by
a duly authorized officer or agent of the Company.

     8.2  Advice of Counsel.  The Trustee may consult with any legal
counsel, including counsel to the Trustee, and counsel to the Company,
with respect to the construction of this Trust Agreement and the
Arrangements, its duties under this Trust Agreement, or any act that it
proposes to take or omit, and shall not be liable for any action taken or
omitted in good faith pursuant to such advice.  Expenses  of such counsel
shall be deemed to be expenses of the management and administration of the
Trust within the meaning of Section 7.2  hereof.

     8.3  Fiduciary Responsibility.  (a)  The Trustee shall discharge its
duties under this Trust Agreement in a manner consistent with the
objectives of this Trust Agreement.  The Trustee shall not be liable for
any loss sustained by the Trust Fund by reason of the purchase, retention,
sale or exchange of any investment in good faith and in accordance
with the  provisions of this Trust Agreement.  The Trustee shall have no
responsibility or liability for any failure of the Company to make
contributions to the Trust Fund or for any



                                 -23-
<PAGE>



insufficiency of assets in the Trust Fund to meet Company Obligations when
due.  The Trustee shall not be liable hereunder for any act taken or
omitted to be taken in good faith, except for its own gross negligence or
willful  misconduct.
     (b)  The Trustee's duties and obligations shall be limited to those
expressly imposed upon it by this Trust Agreement, notwithstanding any
reference to the Arrangements.
     (c)  The Company at any time may employ as agent (to perform any act,
keep any records or accounts, or make any computations  required of the
Company by this Trust Agreement or the Arrangements) the corporation or
association serving as Trustee hereunder.  Nothing done by said
corporation or association as such agent shall affect its responsibilities
or liability as Trustee hereunder.


                           ARTICLE IX
                      Indemnity of Trustee
                      --------------------
     9.1  Indemnity of Trustee.  The Company hereby indemnifies and holds
the Trustee harmless from and against any and all losses, damages, costs,
expenses or liabilities (herein, "Liabilities"), including reasonable
attorneys' fees and other costs of litigation, to which the Trustee may
become subject pursuant to, arising out of, occasioned by, incurred in
connection with or in any way associated with this Trust Agreement, except
for any act or omission constituting gross negligence or willful
misconduct of the Trustee.  If one or more Liabilities shall arise, or if
the Company fails to indemnify the Trustee as provided herein, or both,
then the Trustee may engage counsel of the Trustee's choice, but at the
Company's expense, either to conduct the defense against such Liabilities
or to conduct such actions as may be necessary to obtain the indemnity
provided for herein, or to take both such actions.  The Trustee shall
notify the Company within fifteen days after the Trustee has so engaged
counsel of the name and address of such counsel.  If the Trustee shall be
entitled to indemnification  by the Company pursuant to this Section 9.1



                                 -24-
<PAGE>



and the Company shall not provide such indemnification upon demand, the
Trustee may apply assets of the Trust Fund in accordance with Section 7.2
in full satisfaction of the obligations for indemnity by the Company, and
any legal proceeding by the Trustee against the Company for such
indemnification shall be in behalf of the Trust.


                           ARTICLE X
               Resignation and Removal of Trustee
               ----------------------------------
     10.1  Resignation of Trustee.  The Trustee may resign at any time
upon sixty days' prior written notice to the Company.  The Company shall
make a good faith effort, following receipt of notice of resignation from
the Trustee, to find and to appoint a successor Trustee who will adhere to
the obligations imposed on such successor under the terms of this Trust
Agreement.  The Company shall condition its acceptance of such successor
on its determination that the successor Trustee satisfies the criteria set
forth in the immediately preceding sentence and on the obtaining from such
successor of a written statement that the successor has read the Trust
Agreement and understands its obligations thereunder.  In the event the
Company has failed to appoint a successor Trustee within sixty days of the
Trustee's notice of resignation, the Trustee shall be entitled to seek
judicial removal.  In any  event, the Trustee shall continue to be
custodian of the Trust assets until the new trustee is in place, and the
Trustee shall be entitled to expenses and fees through the later of the
effective date of its resignation as Trustee and the end of its
custodianship of the Trust assets.
     Once either:
          (i)  all payments required by the Trust Agreement have been
               made, or
          (ii) the Trust fund contains no assets and retains no claims to
               recover assets from the Company pursuant to any provision
               hereof; the Trustee may resign on thirty days' prior
               written notice without



                                 -25-
<PAGE>



               assigning a reason and without being obligated in any way
               to seek out or assist in securing a successor.

     10.2  Removal of Trustee.  The Company may remove the Trustee with or
without cause upon at least 60 days' notice in writing to the Trustee.

     10.3  Successor Trustee.  All of the provisions set forth herein with
respect to the Trustee shall relate to each successor trustee with the
same force and effect as if such successor had been originally named as
the Trustee hereunder.

     10.4  Transfer of Trust Fund to Successor.  Upon the resignation or
removal of the Trustee and appointment of a successor, the Trustee shall
transfer and deliver the Trust Fund to such successor.  Following the
effective date of the appointment of the successor, the Trustee's
responsibility hereunder shall be limited to managing the assets in its
possession and transferring such assets to the successor, and settling its
final account.  Neither the Trustee nor the successor shall be liable for
the acts  of the other.


                           ARTICLE XI
        Duration and Termination of Trust and Amendment
        -----------------------------------------------
     11.1  Duration and Termination.  The Trust shall be irrevocable.  The
Trust shall remain in existence until whichever of the following shall
first occur:
      (i)  all payments and distributions directed or otherwise required
           by the Trust Agreement have been  made,
     (ii)  the Trust Fund contains no assets and retains no claims to
           recover assets from the Company pursuant to any provision
           hereof, or
    (iii)  twenty-one years after the death of the last survivor of the
           persons who were Employees as of the effective date of this
           Trust Agreement.

     11.2  Distribution Upon Termination.  If this Trust terminates under
the provisions of Section 11.1, the Trustee shall liquidate the Trust Fund
and, after its final account has



                                 -26-
<PAGE>



been settled as provided in Article VI, shall distribute to the Company
the net balance of any assets of the Trust remaining after all Company
Obligations have been met and expenses have been paid.  Upon making any
such distribution, the Trustee shall be relieved of all further
obligations hereunder.  The powers of the Trustee hereunder shall
continue so long as any assets of the Trust Fund (including claims against
the Company) remain in its hands.

     11.3 Amendment.  This Trust Agreement (including Schedule I hereto)
may be amended by the Company.
     No amendment of this Trust Agreement shall increase the duties or
responsibilities of the Trustee unless the Trustee consents thereto in
writing.  Amendment of Schedule I to add additional Arrangements thereto
shall not, in and of itself, be deemed to increase the duties or
responsibilities of the Trustee.


                          ARTICLE XII
                      Claims of Creditors
                      -------------------
     12.1  Insolvency.  As used in this Article XII, the Company shall be
deemed to be "Insolvent" if (i) the Company is subject to a pending
proceeding as a debtor under the federal Bankruptcy Code (or any successor
statute) or any similar law of any state or (ii) the Company is unable to
pay its debts as they become due.  The  Chief Executive Officer of the
Company shall promptly notify the Trustee in the event that the Company
becomes Insolvent.  In the event that the Company shall be Insolvent, the
assets of the Trust shall be held for the benefit of the general
creditors of the Company.

     12.2  Trustee's Responsibilities If Company May Be Insolvent.  (a)
If at any time the Company or a person claiming to be a creditor of the
Company alleges in writing to the Trustee that the Company has become
Insolvent, the Trustee shall request the Company to advise it within 30
days whether the Company is Insolvent, and failing such advice, shall



                                 -27-
<PAGE>



be entitled (but not required) to independently determine whether the
Company is Insolvent.  The Company shall cooperate with and assist the
Trustee in making such determination.  In making such a determination, the
Trustee may retain outside experts competent to advise the Trustee as to
whether the Company has, in fact, become Insolvent.  The expense of
retaining such outside experts shall be deemed to be expenses of the
management and administration of the Trust within the meaning of Section
7.3 hereof.
     (b)  If the Company notifies the Trustee, or the Trustee determines,
that the Company is Insolvent, the Trustee shall hold the balance in the
Trust Fund for the benefit of the Company's  creditors,  and shall
disburse assets from the Trust Fund to creditors of the Company only
pursuant to an order of a court of competent jurisdiction.
     (c)  If the Trustee discontinues payments from the Trust Fund
pursuant to this Section 12.2, the Trustee shall resume payments under
this Trust Agreement only after the Trustee has determined that the
Company is not Insolvent (or is no longer Insolvent, if the Trustee
initially determined the Company to be Insolvent).  The first payment
following such discontinuance shall include an aggregate amount equal to
the difference between the payments that would have been made under this
Trust Agreement but for this Section 12.2 and the aggregate payments
actually made by the Company pursuant to an Arrangement during any such
period of discontinuance.


                           ARTICLE XIII
                          Miscellaneous
                          -------------
     13.1  Governing Law. This Trust Agreement and the Trust hereby
created shall be construed and regulated by the laws of the State of
Delaware.

     13.2  Titles and Headings Not to Control.  The titles to Articles and
headings of Sections in this Trust Agreement are placed herein for
convenience of reference only and in case of any conflict, the text of
this Trust Agreement, rather than such titles or



                                 -28-
<PAGE>



headings, shall control.

     13.3  Successors and Assigns.  This Trust Agreement may not be
assigned by any party without the prior written consent of the other party
hereto, and any purported assignment without such prior written consent
shall be null and void.  This Trust Agreement shall be binding upon the
successors and permitted assigns of each party hereto.  In the case of any
consolidation of the Company with, or merger of the Company with or into,
any corporation or corporations, or any sale or conveyance of all or
substantially all of the assets of the Company, the corporation formed by
such consolidation, or with or into which the Company merged, or the
person that acquires the assets of the Company, shall be deemed to succeed
as the Company hereunder, and shall expressly assume in writing, in form
satisfactory to the Trustee, the duties and obligations of the Company
under this Trust Agreement and the Agreements.

     13.4  Notices.  (a)  Communications to the Trustee shall be sent in
writing to the Trustee's office at Valley Forge, Pennsylvania, Attention:
Marshall House, or to such other address as the Trustee may specify.  No
communication shall be binding upon the Trust Fund or the Trustee until it
is received by the Trustee and unless it is in writing and signed by an
authorized person.
     (b)  Communications to the Company shall be sent in writing to the
Company at Phillips Building, Bartlesville, Oklahoma 74004, Attention:
Treasurer, or to such other address as the Company may specify.  No
communication shall be binding upon the Company until it is received by
the Company and unless it is in writing and  signed by an authorized
person.

     13.5  Enforcement of Trust Agreement.  The Company and the Trustee
shall have the right to enforce any provision of this Trust Agreement.  In
any action or proceeding affecting the Trust, the only necessary parties
shall be the Company and the Trustee and, except as otherwise required by
applicable law, no other person shall be entitled to any




                                 -29-
<PAGE>



notice or service of process.  Any judgment entered in such an action or
proceeding shall, to the maximum extent permitted by applicable law, be
binding and conclusive on all persons having or claiming to have any
interest in the Trust or any Plan.

     13.6  Limitation on Rights of Participants, Beneficiaries and Other
Affiliates.  Neither the Arrangements nor any participant or Beneficiary
therein shall have any rights with respect to the Trust Fund, no
Arrangement shall be deemed to have any beneficial interest in the Trust
Fund, no employee shall be deemed to have any beneficial interest in
the Trust Fund arising from his participation in any particular
Arrangement, and no Affiliate shall have or be deemed to have any interest
in the Trust.
     IN WITNESS WHEREOF, PHILLIPS PETROLEUM COMPANY, and VANGUARD
FIDUCIARY TRUST COMPANY, as Trustee, have caused this Trust Agreement to
be executed by their duly authorized officers and their respective seals
to be hereunto affixed as of the day and year first above written.

[SEAL)
Attest:

                              PHILLIPS PETROLEUM COMPANY


/s/Dale J. Billam             By:  /s/ John A. Carrig
-----------------------            ---------------------------
Secretary                     Title:  Treasurer

[SEAL)
Attest:
                              VANGUARD FIDUCIARY TRUST COMPANY

/s/Raymond J. Klapinsky       By:  /s/ R. Gregory Barton
-----------------------            ---------------------------
Secretary                     Title:  Vice President



                                 -30-
<PAGE>




                           SCHEDULE I


                      ARRANGEMENTS SCHEDULE

Domestic Plans

Educational Assistance Plan
Phillips Petroleum Company Employee Assistance Plan
The Phillips Petroleum Company Employee Death Gratuity Plan
Phillips Petroleum Company Flexible Spending Plan
The Phillips Petroleum Company Group Life Insurance Plan
Long-Term Disability Insurance Plan
Long-Term Stock Savings Plan of Phillips Petroleum Company
Phillips Petroleum Company Medical and Dental Assistance Plan
Pension Plan for Hourly Employees of Phillips Fibers Corporation
Phillips Layoff Plan
Retirement Income Plan of Phillips Petroleum Company
Retirement Savings Plan of Phillips Petroleum Company
Thrift Plan of Phillips Petroleum Company
Work Force Stabilization Plan of Phillips Petroleum Company

Phillips Petroleum Company Key Employee Death Protection Plan
Key Employee Deferred Compensation Plan
Supplemental Thrift
Supplemental Retirement
Key Employee Deferred Compensation Plan of Phillips Petroleum Company
Retirement Restoration Plan of Phillips Petroleum Company
Principal Corporate Officers Supplemental Retirement Plan of Phillips
  Petroleum Company
Phillips Petroleum Company Supplemental Executive Retirement Plan
Phillips Oil Company Excess Benefit Plan
Aminoil Retirement Contracts
Retirement Makeup Plan of Phillips Petroleum Company
Key Employee Supplemental Retirement Plan of Phillips Petroleum Company
Defined Contribution Makeup Plan of Phillips Petroleum Company


Phillips Puerto Rico Core Inc. Group Medical and Dental Assistance Plan
Phillips Puerto Rico Core Inc. Long Term Disability Insurance Plan
Phillips Puerto Rico Core Inc. Pension Plan
Savings and Investment Plan for Employees of Phillips Puerto Rico
  Core Inc.



                                 -31-
<PAGE>




SCHEDULE I  (cont'd)


Major Foreign Plans

Phillips Petroleum Resources, Ltd. Canada Region Employee Savings Plan
Pension Plan for the Employees of Phillips Petroleum Resources, Ltd.
  and/or Affiliated Companies, Phillips Petroleum Canada Ltd., Phillips
  Petroleum Co. Western Hemisphere and GAO Canada Ltd.
Phillips Petroleum Company Norway Pension Plan
Phillips Petroleum Company Norway Stock Savings Plan
Phillips Petroleum Company Norway Top Hat Plan
Phillips Petroleum United Kingdom Retirement Plan
Employee Share Allocation Scheme of Phillips Petroleum Company Europe-
  Africa
Phillips Petroleum Company Europe-Africa Employee Single Company Plan
Phillips Petroleum Chemicals (Belgian) Pension Plan
Pension Plan for International Expatriate Employees of International
  Energy Limited



                                 -32-
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                            SCHEDULE II


               COMPANY STOCK ARRANGEMENTS SCHEDULE



Part A - Domestic Company Stock Arrangements

     Long-Term Stock Savings Plan of Phillips Petroleum Company
     Retirement Savings Plan of Phillips Petroleum Company
     Thrift Plan of Phillips Petroleum Company




Part B - International Company Stock Arrangements

     Phillips Petroleum Resources Ltd. - Canada
          Region Employees Savings Plan
     Employee Share Allocation Scheme of Phillips Petroleum Company
          Europe-Africa
     Phillips Petroleum Overseas Stock Savings Plan




                                 -33-
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                           SCHEDULE III


                  MINIMUM DISTRIBUTION SCHEDULE




PRIOR TO                 CUMULATIVE SHARES RELEASED
--------                 --------------------------
January 1, 2006                    5,000,000 shares

January 1, 2011                    10,000,000 shares

January 1, 2016                    15,000,000 shares

January 1, 2021                    29,200,000 shares



                                 -34-
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                         SCHEDULE IV

              TRUSTEE'S COMPENSATION SCHEDULE




The Trustee shall be paid as compensation an annual fee of five thousand
dollars ($5,000.00).   It is intended that this fee will cover the
expenses associated with the management and administration of the Trust
fund, including custodial expenses.




                                 -35-
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                          SCHEDULE V

          PERSONS AUTHORIZED TO ACT FOR THE COMPANY


                         T. C. Morris

                         J. J. Mulva

                         J. A. Carrig

                         L. L. McCall

                         J. E. Lowe

                         R. S. Nickel

                         C. L. Bowerman



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