Exhibit 4





                       TOSCO CORPORATION

                   CAPITAL ACCUMULATION PLAN

                    (As Amended and Restated
                     as of January 1, 1993)







<PAGE>





                       TOSCO CORPORATION
                   CAPITAL ACCUMULATION PLAN

        (As Amended and Restated as of January 1, 1993)


      WHEREAS, effective January 1, 1976, the Company amended

and restated the Tosco Corporation Master Savings Plan to

consolidate certain provisions of (i) the Lion Oil Company, a

Subsidiary of The Oil Shale Corporation, Employees' Savings

Plan, (ii) The Oil Shale Corporation Employees Savings Plan and

(iii) The Toscopetro Corporation Savings Plan; and

      WHEREAS, effective June 1, 1984, the Company amended and

restated the Tosco Corporation Master Savings Plan (the "1984

Restatement") (i) to incorporate the effective provisions of

nine amendments adopted after the 1976 restatement, (ii) to

change the name of the Tosco Corporation Master Savings Plan to

the "Tosco Corporation Capital Accumulation Plan" and (iii) to

add a qualified cash or deferred arrangement under Section

401(k) of the Internal Revenue Code of 1954, as amended; and

      WHEREAS, effective January 1, 1985, the Company amended

and restated the Plan (the "1985 Restatement") (i) to

incorporate the effective provisions of two amendments adopted

after the 1984 Restatement and (ii) to comply with the

requirements of the Deficit Reduction Act of 1984 and the

Retirement Equity Act of 1984; and

      WHEREAS, effective January 1, 1986, the Company amended

and restated the Plan (the "1986 Restatement") (i) to


<PAGE>


incorporate the effective provisions of two amendments to the

1985 Restatement and (ii) to improve the text of the Plan; and

      WHEREAS, the 1986 Restatement of the Plan has been amended

by Amendments Nos. 1, 2, 3, 4, 5, 6, 7 and 8; and

      WHEREAS, the Company desires to amend and restate the Plan

(i) to incorporate the effective provisions of the eight

amendments to the 1986 Restatement and to make certain

additional amendments, (ii) to comply with certain changes in

applicable law, including but not limited to changes enacted as

part of the Tax Reform Act of 1986, and (iii) to improve the

text of the Plan; and

      WHEREAS, the Company submitted a proposed amendment and

restatement of the Plan to the Internal Revenue Service by

letter dated December 19, 1994 and the Company also desires to

incorporate the provisions of an amendment which was requested

by the Internal Revenue Service and submitted thereto by letter

dated August 24, 1995 in connection with the favorable

determination letter dated September 21, 1995 covering the Plan

as amended and restated as set forth in Annex A annexed hereto;

      NOW, THEREFORE, effective as of January 1, 1993, except

where indicated otherwise, the Plan is amended and restated as

set forth in Annex A annexed hereto.


<PAGE>


      IN WITNESS WHEREOF, the Company has caused these presents

to be executed by its duly authorized officer this 21st day of
                                                   ----
December, 1995.
--------
                               TOSCO CORPORATION



                               By: /s/ James M. Cleary
                                   -------------------


<PAGE>




                                                         ANNEX A

                       TOSCO CORPORATION
                   CAPITAL ACCUMULATION PLAN

                       TABLE OF CONTENTS

                                                            Page
                                                            ----
ARTICLE 1 - PARTICIPATION
-------------------------
1.1     Eligibility........................................   1
1.2     Employees Not Eligible.............................   1
1.3     Participant Information............................   2
1.4     Employee Acceptance................................   2


ARTICLE 2 - BREAK IN SERVICE RULES
----------------------------------
2.1     Severance From Service.............................   3
          2.1.1  Participation.............................   3
          2.1.2  Participation After a Year
                 of Severance..............................   3
2.2     Absence of Less Than 12 Months.....................   3
2.3     Break in Service - Employment Commencement
        After December 31, 1994............................   3


ARTICLE 3 - CONTRIBUTIONS
-------------------------
3.1     Employee Deferred Contributions....................   5
          3.1.1  Election..................................   5
          3.1.2  Amount Deferred...........................   5
          3.1.3  $7,000 Limitation.........................   5
          3.1.4  Change of Election........................   5
          3.1.5  Suspension of Election....................   6
          3.1.6  Represented Employees.....................   6
          3.1.7  Administrative Committee Approval.........   6
          3.1.8  Reduction of Election.....................   7
          3.1.9  Excess Deferrals..........................   7
3.2     Employee After-Tax Contributions...................   8
          3.2.1  Election of Amount of Contribution........   8
          3.2.2  Change of Election........................   9
          3.2.3  Suspension of Election....................   9
          3.2.4  Represented Employees.....................   9
3.3     Excess Employee After-Tax Contributions............  10
          3.3.1  Administrative Committee Approval.........  10
          3.3.2  Reduction of Election.....................  10
3.4     Rollovers and Transfers............................  11
3.5     Employer Contributions.............................  12
          3.5.1  Deferred Compensation.....................  12
          3.5.2  Employer Matching Contributions...........  12


                                -i-


<PAGE>

          3.5.3  Employer Non-Matching Contributions.......  13
          3.5.4  Limitation on Employer Contributions......  14
          3.5.5  Return of Employer Contributions..........  14
3.6     Profits Not Required...............................  15
3.7     Nonforfeitability of Contributions.................  15
3.8     Liability for Contributions........................  15


ARTICLE 4 - INDIVIDUAL ACCOUNTS
-------------------------------
4.1     Participants' Accounts.............................  15
4.2     Allocation Among Investment Funds..................  16
          4.2.1  Investment of Contributions...............  16
          4.2.2  Change of Investment Election.............  17
          4.2.3  Transfers Between Funds...................  17
          4.2.4  Failure to Make Investment Election.......  17
          4.2.5  Phillips Stock Fund.......................  18
4.3     Valuation of Accounts..............................  18
4.4     Payment and Allocation of Contributions............  18
          4.4.1  Employee Contributions....................  18
          4.4.2  Employer Contributions....................  18
          4.4.3  Allocations...............................  19
4.5     Limitation on Annual Additions to Accounts.........  19
          4.5.1  General...................................  19
          4.5.2  Coordination With Defined Benefit
                 Plan......................................  19
          4.5.3  Other Plans...............................  20
          4.5.4  Excess Contributions......................  20
4.6     Nondiscrimination Requirements.....................  21
          4.6.1  Employee Deferred Contributions...........  21
          4.6.2  Employee After-Tax Contributions
                 and Employer Matching Contributions.......  22
          4.6.3  Employer Non-Matching Contributions.......  23
          4.6.4  Aggregate Limit...........................  24
          4.6.5  Special Participant Rule..................  25
          4.6.6  Corrections...............................  25
          4.6.7  Corrective Distributions..................  26
          4.6.8  Income Attributable to
                 Excess Contributions......................  27
          4.6.9  Coordination Rule.........................  27
4.7     Allocations Do Not Create Rights...................  27


ARTICLE 5 - PAYMENT OF BENEFITS
-------------------------------
5.1     Retirement or Termination of Employment............  28
5.2     Death Benefits.....................................  28
          5.2.1 Preretirement Survivor Annuity.............  28
          5.2.2 Waiver of Preretirement Survivor
                Annuity....................................  29
          5.2.3 One Year Marriage Requirement..............  29
          5.2.4 No Surviving Spouse........................  29


                               -ii-

<PAGE>

                                                            Page
                                                            ----
5.3     Normal Form of Benefit - Married
        Participants.......................................  29
          5.3.1 Benefit Paid as a Qualified Joint and
                Survivor Annuity...........................  29
          5.3.2 Election of Optional Forms.................  30
          5.3.3 Information to Participant.................  30
5.4     Normal Form of Benefit - Unmarried
        Participants.......................................  31
          5.4.1 Benefits Paid as an Annuity................  31
          5.4.2 Election of Optional Forms.................  31
5.5     Optional Forms of Payments.........................  32
5.6     Payment in Stock...................................  34
          5.6.1 Phillips Stock.............................  34
          5.6.2 Company Stock..............................  34
5.7     Beneficiary Designation............................  35
5.8     Limitations on Commencement or Duration of
        Benefit Payments...................................  36
          5.8.1 Commencement of Benefits...................  36
          5.8.2 Maximum Duration of Death Benefits.........  37
          5.8.3 Additional Limitations.....................  38
5.9     Cash-Out of Benefits...............................  38
5.10    Direct Rollovers...................................  39
          5.10.1 General...................................  39
          5.10.2 Eligible Rollover
                  Distribution--Defined....................  39
          5.10.3 Eligible Retirement Plan--Defined.........  40
          5.10.4 Distribution--Defined.....................  40
          5.10.5 Direct Rollover--Defined..................  40
5.11    Claims for Benefits................................  40
          5.11.1 Filing of Claims..........................  40
          5.11.2 Denial of Claims..........................  41
          5.11.3 Appeal Procedure for Denial of Claims.....  41
5.12    Qualified Domestic Relations Orders................  42


ARTICLE 6 - LOANS TO PARTICIPANTS AND WITHDRAWALS WHILE EMPLOYED
----------------------------------------------------------------
6.1     Loans..............................................  43
          6.1.1 General....................................  43
          6.1.2 Allocation of Loans........................  46
          6.1.3 Number of Outstanding Loans................  46
          6.1.4 Aggregation of Loans.......................  46
          6.1.5 Maximum Term of Loans......................  47
          6.1.6 Allocation of Payments.....................  47
6.2     Order of Withdrawals...............................  47
6.3     Limitations on Withdrawals.........................  48
          6.3.1 After-Tax Withdrawals......................  48
          6.3.2 Total Withdrawals..........................  48
          6.3.3 Hardship Withdrawals.......................  48
6.4     Withdrawals from the Phillips Stock Fund...........  48


                                 -iii-

<PAGE>

                                                            Page
                                                            ----
6.5     Spousal Consent....................................  49


ARTICLE 7 - COMMITTEES AND PLAN ADMINISTRATOR
---------------------------------------------
7.1     Administrative and Investment Committees...........  49
          7.1.1 Appointment and Removal....................  49
          7.1.2 Compensation and Expenses..................  50
          7.1.3 Committee Action...........................  50
          7.1.4 Administrative Committee Powers............  51
          7.1.5 Investment Committee Powers................  52
7.2     Plan Administrator.................................  53
          7.2.1 In General.................................  53
          7.2.2 Compensation and Expenses..................  53
7.3     Allocation of Duties...............................  54
7.4     Dispute As to Duties...............................  54
7.5     Plan Participation By Committee Member4
        and Plan Administrator.............................  54
7.6     Books and Records..................................  54
7.7     Fiduciary Standard.................................  55
7.8     Indemnification....................................  55


ARTICLE 8 - INVESTMENT OF PLAN ASSETS
-------------------------------------
8.1     Contributions Held in Trust........................  56
8.2     Investment of Contributions........................  56
          8.2.1 Investment Funds - General.................  56
          8.2.2 Company Stock Fund.........................  57
          8.2.3 Section 16 Participants....................  59
8.3     Valuation of Investment Funds......................  59


ARTICLE 9 - AMENDMENT, TERMINATION OR TRANSFER OF ASSETS
--------------------------------------------------------
9.1     Plan Amendments....................................  60
9.2     Plan Termination...................................  60
9.3     Distribution of Assets.............................  61
9.4     Affiliates.........................................  61
          9.4.1 Adoption by Affiliates.....................  61
          9.4.2 Withdrawal by Affiliates...................  62
9.5     Merger of Plan.....................................  62


ARTICLE 10 - TOP-HEAVY RULES
----------------------------
10.1    Minimum Contributions..............................  63
10.2    Coordination with Defined Benefit Plan.............  64
10.3    Adjustment to Maximum Benefits.....................  64


                               -iv-

<PAGE>

                                                            Page
                                                            ----
ARTICLE 11 - MISCELLANEOUS
--------------------------
11.1    No Rights Implied..................................  65
11.2    Assignment and Alienation..........................  65
11.3    Exclusive Benefit Rule.............................  66
11.4    No Employment Contract.............................  66
11.5    Incapacity.........................................  66
11.6    Construction.......................................  67
          11.6.1 Word Usage................................  67
          11.6.2 Calculation of Time.......................  67
          11.6.3 Plan Qualification........................  67
          11.6.4 Headings..................................  67
11.7    Governing Law......................................  68


ARTICLE 12 - DEFINITIONS
------------------------
12.1    Account............................................  68
12.2    Actual Contribution Percentage.....................  68
12.3    Actual Deferral Percentage.........................  68
12.4    Adjustment Factor..................................  68
12.5    Administrative Committee...........................  68
12.6    Affiliate..........................................  69
12.7    After-Tax Withdrawal...............................  69
12.8    Aggregation Group..................................  69
12.9    Alternate Payee....................................  69
12.10   Annual Addition....................................  70
12.11   Annuity Starting Date..............................  71
12.12   Bayway.............................................  71
12.13   Beneficiary........................................  71
12.14   Board of Directors.................................  72
12.15   Break in Service...................................  72
12.16   CILP Contributions.................................  72
12.17   Claimant...........................................  72
12.18   Code...............................................  72
12.19   Collective Bargaining Agreement....................  72
12.20   Company............................................  73
12.21   Company Stock......................................  73
12.22   Company Stock Fund.................................  73
12.23   Compensation.......................................  73
12.24   Contribution Percentage............................  75
12.25   Contributory Participation.........................  75
12.26   Deferral Percentage................................  75
12.27   Deferred Contribution Agreement....................  75
12.28   Defined Benefit Plan Fraction......................  76
12.29   Defined Contribution Plan Fraction.................  77
12.30   Determination Date.................................  78
12.31   Eligibility Computation Period.....................  78
12.32   Employee...........................................  78
12.33   Employee After-Tax Contributions...................  79
12.34   Employee Contributions.............................  79


                                 -v-

<PAGE>


                                                            Page
                                                            ----
12.35   Employee Deferred Contributions....................  79
12.36   Employee Regular Contributions.....................  79
12.37   Employee Special Contributions.....................  79
12.38   Employer...........................................  79
12.39   Employer Contributions.............................  79
12.40   Employer Matching Contributions....................  79
12.41   Employer Non-Matching Contributions................  80
12.42   Employment Commencement Date.......................  80
12.43   Entry Date.........................................  80
12.44   ERISA..............................................  80
12.45   Family Member......................................  80
12.46   Five Percent Owner.................................  80
12.47   Former Participant.................................  81
12.48   Hardship...........................................  81
12.49   Hardship Withdrawal................................  81
12.50   Highly Compensated Employee........................  81
12.51   Hour of Service....................................  84
12.52   Investment Committee...............................  85
12.53   Investment Fund....................................  86
12.54   Investment Manager.................................  86
12.55   Key Employee.......................................  86
12.56   Leased Employees...................................  87
12.57   Limitation Year....................................  87
12.58   Non-Key Employee...................................  87
12.59   Normal Retirement Date.............................  87
12.60   Officer............................................  87
12.61   One Percent Owner..................................  88
12.62   Participant........................................  88
12.63   Period of Service..................................  89
12.64   Period of Severance................................  89
12.65   Phillips Stock Fund................................  89
12.66   Plan...............................................  89
12.67   Plan Administrator.................................  89
12.68   Plan Quarter.......................................  89
12.69   Plan Year..........................................  89
12.70   Preretirement Survivor Annuity.....................  89
12.71   Qualified Domestic Relations Order.................  89
12.72   Qualified Joint and Survivor Annuity...............  90
12.73   Related Employer...................................  90
12.74   Rollover Contribution..............................  90
12.75   Severance From Service Date........................  92
12.76   Spousal Consent....................................  93
12.77   Spouse.............................................  93
12.78   Super Top-Heavy Plan...............................  93
12.79   Top-Heavy Plan.....................................  94
12.80   Top-Ten Owner......................................  95
12.81   Total Compensation.................................  96
12.82   Total Withdrawal...................................  97
12.83   Trust..............................................  97
12.84   Trust Fund.........................................  97


                               -vi-

<PAGE>


                                                            Page
                                                            ----
12.85   Trustee............................................  97
12.86   Year of Service....................................  98
12.87   Year of Severance..................................  98
12.88   Valuation Date.....................................  98


                                -vii-

<PAGE>

          TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
        (As Amended and Restated as of January 1, 1993)


                           ARTICLE 1
                           ---------
                         PARTICIPATION
                         -------------

        1.1  Eligibility.  An Employee whose Employment
             -----------
Commencement Date is prior to January 1, 1995 becomes a

Participant as of the first Entry Date, or any subsequent Entry

Date, that follows the date he completes a Year of Service,

provided he signifies his acceptance of the Plan in accordance

with Section 1.4 and he is employed by an Employer as of his

Entry Date.  An Employee whose Employment Commencement Date is

on or after January 1, 1995 shall become a Participant on the

Entry Date following the date on which he completes an

Eligibility Computation Period in which he is credited with

1,000 Hours of Service, provided he signifies his acceptance of

the Plan in accordance with Section 1.4 and he is employed by

the Employer as of his Entry Date.

        1.2  Employees Not Eligible.  Notwithstanding Section
             ----------------------
1.1, an Employee is not eligible to participate in the Plan if

he is included in a unit of Employees that the National Labor

Relations Board finds to be a collective bargaining unit.

However, if the Collective Bargaining Agreement provides for the

inclusion of such unit of Employees in the Plan, he will be

eligible to participate in the Plan on the later of the date

specified in the collective bargaining agreement or the first

Entry Date following the date he completes the eligibility


<PAGE>


requirements in Section 1.1.  Notwithstanding any other

provision of the Plan, an Employee who is a Leased Employee

shall not be eligible to participate in the Plan unless the

participation of such Leased Employee in the Plan is required so

that the Plan meets the requirements of Section 414(n)(3) of the

Code.

        1.3  Participant Information.  From time to time, the
             -----------------------
Employer shall furnish the Administrative Committee, the Trustee

and the Plan Administrator with relevant information on

Employees who are or become eligible for participation in the

Plan, and on Participants, Former Participants and

Beneficiaries.  Such information shall include, without

limitation, names, Compensation, dates of birth, Employment

Commencement Dates, Hours of Service, Periods of Service, and

retirement, death or other cause of termination of employment.

The Administrative Committee, the Trustee and the Plan

Administrator may rely on such information and shall be under no

obligation to make any inquiry regarding its accuracy.

        1.4  Employee Acceptance.  To become a Participant, an
             -------------------
Employee must signify his acceptance of the Plan by filing a

written application for participation, as required, with the

Administrative Committee.  The necessary forms will be supplied

by the Administrative Committee.  Applications must be filed no

less than 15 days before the desired Entry Date.



                           ARTICLE 2
                           ---------
                     BREAK IN SERVICE RULES
                     ----------------------

                              -2-

<PAGE>


        2.1  Severance from Service.
             ----------------------
               2.1.1  Participation.  As of his Severance From
                      -------------
Service Date, an individual ceases to be a Participant, has his

Contributory Participation canceled, and is entitled to

benefits, if any, under Section 5.1.

               2.1.2  Participation After a Year of Severance.
                      ---------------------------------------
A Participant who incurs a Year of Severance or more will again

become a Participant on the next Entry Date following his

Employment Commencement Date, provided he signifies acceptance

of the Plan in accordance with Section 1.4.  His new Employment

Commencement Date will be the date following his reemployment on

which he first performs an Hour of Service for the Employer.

        2.2  Absence of Less Than 12 Months.  If a Participant's
             ------------------------------
service as an Employee is severed because he quits, retires or

is discharged, but he resumes such service within 12 months of

his Severance From Service Date, then the intervening Period of

Severance is deemed to be a Period of Service.  Any Contributory

Participation canceled under Section 2.1 as a result of such

severance from service will be restored.

        2.3  Break in Service - Employment Commencement After
             ------------------------------------------------
December 31, 1994.  For purposes of eligibility to participate
-----------------
in the Plan pursuant to Section 1.1 with respect to any Employee

whose Employment Commencement Date is after December 31, 1994,

if the Employee incurs a Break in Service, he shall have a new

Employment Commencement Date which shall be (i) for an Employee

whose employment with the Employer has not terminated, the first


                               -3-

<PAGE>



day of the Plan Year following the Plan Year in which the Break

in Service occurred, and (ii) for an Employee whose employment

with the Employer had terminated but who becomes re-employed by

the Employer, the date following his re-employment on which he

first performs an Hour of Service for the Employer.  Solely for

the purpose of determining whether a Break in Service has

occurred, an Employee who is absent from work for maternity or

paternity reasons shall receive credit for the Hours of Service

which would otherwise have been credited to such Employee but

for such absence, or if such Hours of Service cannot be

determined, eight Hours of Service for each day of such absence;

provided, that no more than 501 Hours of Service shall be

credited for such period of absence.  An absence shall be deemed

to be for maternity or paternity reasons if it is on account of

(A) the Employee's pregnancy, (B) the birth of the Employee's

child, (C) the placement of a child with the Employee in

connection with the adoption of such child by the Employee or

(D) the caring for such child immediately following its birth or

placement for adoption.  The Hours of Service credited under

this Section 2.3 for maternity or paternity reasons shall be

credited to the Eligibility Computation Period in which the

absence begins if the crediting is necessary to prevent a Break

in Service in that Period or, in all other cases, in the

immediately following Eligibility Computation Period.  The

Employee shall furnish the Plan Administrator with such


                               -4-

<PAGE>



information as may be necessary to determine the cause and

duration of his absence.



                           ARTICLE 3
                           ---------
                         CONTRIBUTIONS
                         -------------
        3.1  Employee Deferred Contributions.
             -------------------------------
               3.1.1  Election.  Pursuant to a Deferred
                      --------
Contribution Agreement, a Participant may direct the Employer to

reduce his Compensation and contribute the amount by which his

Compensation has been reduced to the Plan through payroll

deductions at intervals chosen by the Administrative Committee.

               3.1.2  Amount Deferred.  A Participant may agree
                      ---------------
to defer during a Plan Year, in whole percentages, up to 15% of

Compensation, but not less than 2% of Compensation.

Notwithstanding the foregoing, if a Participant is in a

collective bargaining unit, the percentage or percentages of

Compensation which the Participant may agree to defer during a

Plan Year shall be as modified, if applicable, by the Collective

Bargaining Agreement covering such Participant.

               3.1.3  Annual Limitation.  Effective January 1,
                      -----------------
1987, a Participant's Employee Deferred Contributions may not

exceed $7,000, multiplied by the Adjustment Factor.

               3.1.4  Change of Election.  The percentage, if
                      ------------------
any, designated by a Participant under Section 3.1.1 shall

continue in effect without regard to changes in his

Compensation, provided that no increase in Compensation will

cause the dollar limitation in Section 3.1.3 to be exceeded.  A


                             -5-

<PAGE>



Participant may change his percentage designation, effective as

of any Entry Date, by giving not less than 15 days prior notice

to the Administrative Committee through execution and delivery

of a new Deferred Contribution Agreement.

               3.1.5  Suspension of Election.  A Participant may
                      ----------------------
suspend his Employee Deferred Contributions for a period of not

less than six months, effective as of any Entry Date, by giving

not less than 15 days prior written notice to the Administrative

Committee.  A Participant who has suspended his Employee

Deferred Contributions may resume them by filing a new Deferred

Contribution Agreement with the Administrative Committee not

less than 15 days before the designated Entry Date for such

resumption.

               3.1.6  Represented Employees.  Notwithstanding
                      ---------------------
any other Plan provision, a Participant who is in a collective

bargaining unit may elect to make Employee Deferred

Contributions only if permitted under the terms of the

Collective Bargaining Agreement.

               3.1.7  Administrative Committee Approval.  A
                      ---------------------------------
Participant's election pursuant to a Deferred Contribution

Agreement is subject to the approval (or partial approval) of

the Administrative Committee.  Its approval shall not be given:

                    (i)  if the Participant's Employee Deferred

Contributions for a Plan Year would exceed the limitations in

Sections 3.1.3 or 4.5;


                            -6-

<PAGE>


                   (ii)  if the Participant's Employee Deferred

Contributions would result in prohibited discrimination in favor

of a Highly Compensated Employee under Section 4.6.1; or

                  (iii)  if the Administrative Committee

otherwise determines that the election is, or is likely to be,

in excess of the amounts permitted by the Code.

               3.1.8  Reduction of Election.  If the
                      ---------------------
Administrative Committee determines that a previously approved

election pursuant to a Deferred Contribution Agreement will, or

is likely to, result in excess contributions under Section

3.1.7, it may revoke its approval, in whole or in part, and

require the Participant to reduce the amount subject to his

Deferred Contribution Agreement to prevent the excess.

               3.1.9  Excess Deferrals.  If a Participant
                      ----------------
notifies the Administrative Committee in writing by March 1 of

any Plan Year that his Employee Deferred Contributions for the

prior Plan Year together with

                    (i)  any employer contribution under a

qualified cash or deferred arrangement (as defined in Section

401(k) of the Code) to the extent not includible in gross income

for such prior taxable year under Section 402(a)(8) of the Code

(determined without regard to Section 402(g) of the Code);

                   (ii)  any employer contribution under a

simplified employee pension (as defined in Section 408(k) of the

Code) to the extent not includible in gross income for the


                              -7-

<PAGE>



taxable year under Section 402(h)(1)(B) of the Code (determined

without regard to Section 402(g) of the Code); or

                  (iii)  any employer contribution to purchase

an annuity contract under Section 403(b) of the Code under a

salary reduction agreement (as defined in Section 3121(a)(5)(D)

of the Code);

exceed $7,000, multiplied by the Adjustment Factor, the

Administrative Committee shall cause the Trustee to distribute

the excess (and any income allocable thereto) to the Participant

by April 15 following such written notice; provided, however,

that the preceding provision shall not apply to the extent that,

by March 1 following the close of such Plan Year, the

Participant

                    (i)  allocates all or part of the amount of

such excess deferrals to any other plan under which the excess

deferrals were made, and

                   (ii)  notifies the Plan Administrator of the

portion of the excess deferrals allocated to such other plan.

        3.2  Employee After-Tax Contributions.
             --------------------------------
               3.2.1  Election and Amount of Contribution.  In
                      -----------------------------------
lieu of Employee Deferred Contributions, a Participant may elect

to make Employee After-Tax Contributions, in whole percentages

of Compensation but not less than 2% of Compensation, through

payroll deductions at intervals chosen by the Administrative

Committee.  The sum of the percentages of the Participant's

Compensation contributed to the Plan as Employee Deferred and


                            -8-

<PAGE>



After-Tax Contributions may not exceed the maximum percentages

in Section 3.1.2.

               3.2.2  Change of Election.  The percentage, if
                      ------------------
any, designated by a Participant under Section 3.2.1 shall

continue in effect without regard to changes in his

Compensation.  A Participant may change his percentage

designation under Section 3.2.1, effective as of any Entry Date,

by giving not less than 15 days prior notice to the

Administrative Committee through execution and delivery of a new

payroll deduction authorization.  No change under this Section

3.2.2 may be made unless at least six months have elapsed since

the last such change.

               3.2.3  Suspension of Election.  A Participant may
                      ----------------------
suspend his Employee After-Tax Contributions for a period of not

less than six months, effective any Entry Date, by giving not

less than 15 days prior written notice to the Administrative

Committee.  A Participant who has suspended his Employee After-

Tax Contributions may resume them by filing a new payroll

deduction authorization with the Administrative Committee not

less than 15 days before the designated Entry Date for such

resumption.

               3.2.4  Represented Employees.  A Participant who
                      ---------------------
is in a collective bargaining unit and who is not permitted to

make Employee Deferred Contributions under the terms of the

Collective Bargaining Agreement may, nonetheless, elect to make


                             -9-

<PAGE>



Employee After-Tax Contributions.  The maximum percentage of

such Participant's Compensation contributed to the Plan as

Employee After-Tax Contributions may not exceed the lesser of

the maximum percentage in Section 3.1.2 or the maximum

percentage specified in the Collective Bargaining Agreement.

        3.3  Excess Employee After-Tax Contributions.
             ---------------------------------------
               3.3.1  Administrative Committee Approval.  A
                      ---------------------------------
Participant's Employee After-Tax Contributions election is

subject to the approval (or partial approval) of the

Administrative Committee.  Its approval shall not be given:

                    (i)  if the Participant is a Highly

Compensated Employee and his Employee After-Tax Contributions

will, or are likely to, result in prohibited discrimination

under Section 4.6.2;

                   (ii)  if the Participant's Employee After-Tax

Contributions would cause the limitations under Section 4.5 to

be exceeded for the Plan Year; or

                  (iii)  if the Administrative Committee

otherwise determines that the election is, or is likely to be,

in excess of the amounts permitted by the Code.

               3.3.2  Reduction of Election.  If the
                      ---------------------
Administrative Committee determines that a previously approved

Employee After-Tax Contributions election will, or is likely to,

result in excess contributions under Section 3.3.1, it may

revoke its approval, in whole or in part, and require the

Participant to reduce his Employee After-Tax Contributions to


                             -10-

<PAGE>



prevent the excess.  Notwithstanding Sections 3.7 and 11.3, any

Employer Matching Contributions (and any income allocable

thereto) made with respect to any Employee After-Tax

Contributions determined to be excess by the Administrative

Committee shall be returned to the Employer that made the

Employer Matching Contributions.

        3.4  Rollovers and Transfers.  At the Administrative
             -----------------------
Committee's discretion, and subject to any conditions it may

establish, a Rollover Contribution may be made by (i) a

Participant, (ii) a Former Participant who has elected to

maintain his Account, but only with respect to defined

contribution plans maintained by the Company, or (iii) an

Employee who is not eligible to participate in the Plan solely

because he has failed to satisfy the minimum service requirement

of Section 1.1, and who, for purposes of his Rollover

Contribution only, is considered a Participant.  The Participant

must submit to the Administrative Committee (unless waived by

the Committee) a written certification from the trustees, plan

administrator or party maintaining the plan from which the

Rollover Contribution was distributed, in a form satisfactory to

the Administrative Committee, stating that the contribution

qualifies as a Rollover Contribution.  If the Administrative

Committee determines, subsequent to the Plan's receipt of the

Rollover Contribution, that such contribution did not, in fact,

constitute a qualified Rollover Contribution, the amount of such


                             -11-

<PAGE>



contribution, including any accrued earnings thereon, shall be

returned to the Participant or Former Participant.

        3.5  Employer Contributions.
             ----------------------
               3.5.1  Deferred Compensation.  On behalf of each
                      ---------------------
Participant, the Employer shall contribute to the Plan the

amount by which the Participant elected to reduce his

Compensation in his Deferred Contribution Agreement.

               3.5.2  Employer Matching Contributions.  Each
                      -------------------------------
Plan Year, the Employer shall contribute:

                    (i)  on behalf of each Participant who has

credit for 60 months or less of Contributory Participation

(other than a Participant who is employed in a category of

employment listed in Section 1 of Appendix V), an amount equal

to 75% of the total amount of Employee Deferred and After-Tax

Contributions made by or on behalf of such Participant in that

Plan Year, not exceeding 6% of his Compensation; and

                   (ii)  on behalf of each Participant who has

credit for more than 60 months of Contributory Participation

(other than a Participant who is employed in a category of

employment listed in Section 1 of Appendix V), an amount equal

to 100% of the total amount of Employee Deferred and After-Tax

Contributions made by or on behalf of such Participant in that

Plan Year, not exceeding 6% of his Compensation.

Notwithstanding the foregoing, if a Participant is covered by

Appendix IV to this Plan, or is in a collective bargaining unit,

the Employer shall contribute such amounts with respect to his


                             -12-

<PAGE>



Employee Deferred and/or After-Tax Contributions as may be

modified, if applicable, in Appendix IV, or the Collective

Bargaining Agreement covering such Participant, respectively.

               3.5.3  Employer Non-Matching Contributions.
                      -----------------------------------
                    (i)  In addition to any Employer Matching

Contributions, each Plan Year the Employer shall contribute on

behalf of each Participant who is not covered by a qualified

defined benefit plan maintained by the Company or an Affiliate

(other than a Participant who is employed in a category of

employment listed in Section 2 of Appendix V) a CILP

Contribution in an amount equal to 5% of his Compensation earned

while a Participant.

                   (ii)  In addition to any Employer Matching

Contributions, and CILP Contributions made pursuant to clause

(i) of this Section 3.5.3, each Plan Year the Employer shall

contribute on behalf of each Participant (other than a

Participant who is employed in a category of employment listed

in Section 3 of Appendix V) an amount equal to 2% of his

Compensation earned while a Participant.  Notwithstanding the

foregoing, if a Participant is in a collective bargaining unit,

the Employer shall contribute such amount, if any, of Non-

Matching Contributions under this clause (ii) as is provided for

in the Collective Bargaining Agreement.

                  (iii)  If the Company, in its discretion,

determines that a loss in Account values has occurred for which

Participants should be reimbursed, the Employer may make a


                             -13-

<PAGE>



special contribution to the Plan in such amount and according to

such formula as the Company deems proper, but not to exceed the

amount permitted by Section 4.5 or by applicable law to

reimburse the Participants who sustained the loss.

                   (iv)  Notwithstanding any other Plan

provision, if the Administrative Committee determines that

Employee Deferred and/or After-Tax Contributions for a Plan Year

or discriminate in favor of Highly Compensated Employees, the

Employer may elect to contribute additional Employer Non-

Matching Contributions only to Participants who are not Highly

Compensated Employees solely to eliminate the discrimination

within the meaning of Sections 4.6.1, 4.6.2 and 4.6.4.

               3.5.4  Limitation on Employer Contributions.
                      ------------------------------------
Notwithstanding any other Plan provision, the Employer may not

make any Employer Contributions that would exceed the

limitations of Section 4.5 or, together with Employee Deferred

Contributions, would exceed 15% of the Total Compensation of all

Participants.

               3.5.5  Return of Employer Contributions.
                      --------------------------------
Notwithstanding Sections 3.7 and 11.3, an Employer Contribution

may be returned to the Employer as provided under Section 4.5.4

or if it is made because of a mistake of fact.  All Employer

Contributions are conditioned on their deductibility for federal

income tax purposes.  If the deduction for an Employer's

Contribution is disallowed, in whole or in part, for federal

income tax purposes, the Employer Contribution may be returned


                            -14-

<PAGE>



to the extent of the disallowance.  An Employer Contribution may

only be returned within one year of the discovery of the mistake

of fact or the disallowance of the deduction.  Any Employer

Matching Contributions (and any income allocable thereto

computed in accordance with Section 4.6.8) made with respect to

any Employee Deferred Contributions that a Participant

designates as excess under Section 3.1.9 shall be considered to

have been made by a mistake of fact and shall be returned to the

Employer that made the Employer Matching Contributions.

        3.6  Profits Not Required.  The Employer shall make all
             --------------------
contributions to the Plan without regard to current or

accumulated earnings and profits.

        3.7  Nonforfeitability of Contributions.  A Participant
             ----------------------------------
shall have a 100% nonforfeitable interest at all times in his

Employee, Employer and Rollover Contributions.

        3.8  Liability for Contributions.  The Administrative
             ---------------------------
and Investment Committees are not responsible for the

determination or collection of any contributions that may be or

become payable under the Plan.



                           ARTICLE 4
                           ---------
                      INDIVIDUAL ACCOUNTS
                      -------------------
        4.1  Participants' Accounts.  Each Participant's Account
             ----------------------
maintained by the Administrative Committee shall consist of such

Participant's Employee Deferred Contributions, Employee After-

Tax Contributions, Employer Matching Contributions, Employer Non-

Matching Contributions, Rollover Contributions, if


                             -15-

<PAGE>

any, and the income, expenses, gains or losses attributable to

each of the foregoing.  In addition, the portion of a

Participant's Account attributable to Employee Regular and

Special Contributions made before January 1, 1987, will be

accounted for separately from the portion attributable to

Employee After-Tax Contributions made after December 31, 1986.

        4.2  Allocation Among Investment Funds.
             ---------------------------------
               4.2.1  Investment of Contributions.  A
                      ---------------------------
Participant may elect to invest his Employee, Employer and

Rollover Contributions among the Investment Funds by filing a

written election with the Administrative Committee as follows:

               (a)  For the period beginning on January 1, 1993

and ending on December 31, 1994, such investment elections shall

be made in multiples of 25% or in such other percentage as the

Investment Committee, in its discretion, may prescribe, and a

Participant may designate a different percentage to be assigned

to each Investment Fund for his Employee Deferred, Employee

After-Tax, Employer Matching and Employer Non-Matching

Contributions, and, if applicable, Rollover Contributions.

               (b)  Effective as of January 1, 1995, such

investment elections shall be made in multiples of 5% or such

other percentage as the Investment Committee, in its discretion,

may prescribe, and the Participant's designated percentage

assigned to each Investment Fund shall uniformly apply to his

Employee Deferred, Employee After-Tax, Employer Matching and



                            -16-

<PAGE>



Employer Non-Matching Contributions, and, if applicable,

Rollover Contributions.

               4.2.2  Change of Investment Election.  A
                      -----------------------------
Participant may change his investment election with respect to

future Employee and Employer Contributions either by telephonic

communication with the Trustee in accordance with the terms of

the Trust, or by providing not less than 15 days prior written

notice to the Administrative Committee.  Any change under this

Section 4.2.2 is effective as of the end of the business day

following expiration of the notice period or as of the date

determined in accordance with procedures established by the

Trustee.

               4.2.3  Transfers Between Funds.  A Participant or
                      -----------------------
Former Participant may change his investment election,

transferring amounts allocated to his Account from one

Investment Fund to another Fund, either by telephonic

communication with the Trustee in accordance with the terms of

the Trust, or by providing not less than 15 days prior written

notice to the Administrative Committee.  Any change under this

Section 4.2.3 is effective as of the end of the business day

following expiration of the notice period or as of a date

determined in accordance with procedures established by the

Trustee.

               4.2.4  Failure to Make Investment Election.  If a
                      -----------------------------------
Participant fails, in whole or in part, to provide the

Administrative Committee with an investment election at any time



                               -17-

<PAGE>



one is needed, then the portion of his Account that he did not

direct will be invested in the money market fund, if there is

one, or if there is not, such Fund that, in the Investment

Committee's opinion, best provides for the conservation of

capital.

               4.2.5  Phillips Stock Fund.  Only Rollover
                      -------------------
Contributions that consisted of interests in Fund B of the

Phillips Petroleum Company Thrift Plan may be invested in the

Phillips Stock Fund, and no Participant may elect to invest any

other portion of his Account in the Phillips Stock Fund.

        4.3  Valuation of Accounts.  As of each Valuation Date,
             ---------------------
the Trustee shall value Participants' Accounts based upon the

current fair market value of the Investment Funds.

        4.4  Payment and Allocation of Contributions.
             ---------------------------------------
               4.4.1  Employee Contributions.  Employee
                      ----------------------
Contributions shall be paid to the Trustee at intervals

designated by the Administrative Committee for the relevant

payroll deductions.

               4.4.2  Employer Contributions.  Employer Matching
                      ----------------------
and Non-Matching Contributions for a Plan Year must be paid to

the Trustee no later than the date the Employer's federal income

tax return is due (including extensions) for the taxable year

that ends in, or is concurrent with, such Plan Year for which

they were made.  Such Employer Contributions are considered to

have been allocated to Participants' Accounts no later than the

last day of the Plan Year for which they were made.  The


                               -18-

<PAGE>



Employer, in its sole discretion, may make contributions at any

earlier time.

               4.4.3  Allocations.  Employer and Employee
                      -----------
Contributions shall be allocated to Participants' Accounts as

soon as practicable, but not later than the end of the month

following the month they are paid to the Trustee.

        4.5  Limitation on Annual Additions to Accounts.
             ------------------------------------------
               4.5.1  General.  Notwithstanding any other Plan
                      -------
provision, the Annual Addition to a Participant's Account for

any Limitation Year may not exceed the lesser of:

                    (i)  the greater of (A) $30,000 or (B) 1/4th

of the defined benefit dollar limitation in Section 415(b)(1) of

the Code, multiplied by the Adjustment Factor; or

                   (ii)  25% of the Participant's Total

Compensation for the Limitation Year.

               The limitation described in clause (ii) shall not

apply to any contribution for medical benefits (within the

meaning of Section 419A(f)(2) of the Code) which is otherwise

treated as an Annual Addition.

               4.5.2  Coordination with Defined Benefit Plans.
                      ---------------------------------------
If a Participant is also a participant in a defined benefit plan

(whether or not terminated) maintained by an Employer or Related

Employer, the sum of the Participant's Defined Benefit Plan

Fraction plus the Defined Contribution Plan Fraction may not

exceed 1.0.


                                -19-

<PAGE>



               4.5.3  Other Plans.  For purposes of applying the
                      -----------
limitations of this Section 4.5, all defined benefit plans

(whether or not terminated) maintained by an Employer or Related

Employer are to be treated as one defined benefit plan, and all

defined contribution plans (whether or not terminated)

maintained by an Employer or Related Employer are to be treated

as one defined contribution plan.  Any Employee contributions to

an Employer's or Related Employer's defined benefit plan and any

Employer contributions allocated to any individual medical

account (within the meaning of Section 415(l)(2) of the Code)

which is part of an Employer's or Related Employer's defined

benefit plan are deemed to be made under a separate defined

contribution plan.  In the event that the limitations of this

Section 4.5 are exceeded in any Limitation Year with respect to

a Participant who is also a participant in a defined benefit

plan maintained by an Employer or Related Employer, a reduction

of the Annual Addition under this Plan with respect to such

Participant for such Limitation Year shall be made only after

the Participant's benefit under the defined benefit plan is

reduced and only if a reduction of such Annual Addition is

necessary to satisfy the limitations of this Section 4.5.

               4.5.4  Excess Contributions.  Notwithstanding any
                      --------------------
other Plan provision, if as a result of a reasonable error in

estimating a Participant's Total Compensation, or under other

limited facts and circumstances considered by the Commissioner

of Internal Revenue to justify application of the rules stated


                               -20-

<PAGE>



herein, excess Annual Additions are made to a Participant's

Account in a Limitation Year, such excess amount will be used to

reduce Employer Contributions for the next Limitation Year (and

succeeding Limitation Years, if necessary) for such Participant.

However, if the Participant ceases to be covered by the Plan as

of the end of the Limitation Year following the Limitation Year

for which the reduction in Employer Contributions is made, the

excess amount will be held in a suspense account for the first

Limitation Year and reallocated in the following Limitation Year

to the Accounts of the remaining Participants.  The

Administrative Committee may direct the Trustee to distribute

such excess amount (and income attributable thereto) to the

Participant by first distributing the excess portion of his

Employee Special Contributions, if any, and, if that

distribution is not sufficient, then by distributing his

Employee Regular Contributions, if any.  The Administrative

Committee will cause the Trustee to return to the Employer the

Employer Matching Contributions attributable to the distributed

Employee After-Tax Contributions only to the extent required to

meet the nondiscrimination requirements in Section 401(a)(4) of

the Code.

        4.6  Nondiscrimination Requirements.
             ------------------------------
               4.6.1  Employee Deferred Contributions.
                      -------------------------------
Effective January 1, 1987, the Actual Deferral Percentage for

all Participants who are Highly Compensated Employees shall not

exceed the greater of:


                              -21-

<PAGE>



                    (i)  the Actual Deferral Percentage for all

Participants who are non-Highly Compensated Employees multiplied

by 1.25; or

                   (ii)  the lesser of:  (A) the Actual Deferral

Percentage for all Participants who are non-Highly Compensated

Employees multiplied by two and (B) the Actual Deferral

Percentage for all Participants who are non-Highly Compensated

Employees plus two percentage points.

               For purposes of the Actual Deferral Percentage

test, the Deferral Percentage of any Participant who is a Highly

Compensated Employee and is eligible to receive qualified

nonelective contributions (within the meaning of Section

401(m)(4)(C) of the Code) or elective deferrals (within the

meaning of Section 401(m)(4)(B) of the Code) under two or more

plans that are qualified under Section 401(a) or 401(k) of the

Code and that are maintained by the Company or an Affiliate

shall be determined as if all such contributions and elective

deferrals were made under a single plan.  In addition, the

Deferral Percentage of any Participant who is a Highly

Compensated Employee and is a Five Percent Owner or one of the

ten Employees with the highest Total Compensation shall include

the contributions and elective deferrals of his Family Members.

               4.6.2  Employee After-Tax Contributions and
                      ------------------------------------
Employer Matching Contributions.  Effective January 1, 1987, the
-------------------------------
Actual Contribution Percentage in each Plan Year for all


                               -22-


<PAGE>



Participants who are Highly Compensated Employees shall not

exceed the greater of:

                    (i)  the Actual Contribution Percentage for

all Participants who are non-Highly Compensated Employees

multiplied by 1.25; or

                   (ii)  the lesser of (A) the Actual

Contribution Percentage for all Participants who are non-Highly

Compensated Employees multiplied by two and (B) the Actual

Contribution Percentage for all Participants who are non-Highly

Compensated Employees plus two percentage points.

               For purposes of the Actual Contribution

Percentage test, the Contribution Percentage of any Participant

who is a Highly Compensated Employee and is eligible to receive

matching contributions (within the meaning of Section

401(m)(4)(A) of the Code) under two or more plans that are

qualified under Sections 401(a) or 401(k) of the Code and that

are maintained by the Company or any Affiliate shall be

determined as if all such contributions were made under a single

plan.  In addition, the Contribution Percentage of any

Participant who is a Highly Compensated Employee and is a Five

Percent Owner or one of the ten Employees with the highest Total

Compensation shall include the matching contributions of his

Family Members.

               4.6.3  Employer Non-Matching Contributions.  To
                      -----------------------------------
meet the nondiscrimination tests in Sections 4.6.1 and 4.6.2,

the Administrative Committee may treat all or any portion of the


                               -23-

<PAGE>



Employer Non-Matching Contributions for a Plan Year as Employee

Deferred Contributions or as Employee After-Tax Contributions.

               4.6.4  Aggregate Limit.  Effective January 1,
                      ---------------
1989, the sum of the Actual Deferral Percentage and the Actual

Contribution Percentage for a Plan Year, computed under Sections

4.6.1 and 4.6.2, of Participants who are Highly Compensated

Employees shall not exceed the greater of:

                    (i)  the sum of:

              (A)  1.25 multiplied by the greater of (1) the

        Actual Deferral Percentage of Participants who are non-

        Highly Compensated Employees or (2) the Actual

        Contribution Percentage of Participants who are non-

        Highly Compensated Employees, and

              (B)  two plus the lesser of (1) or (2) in clause

        (A) above, but in no event shall this amount exceed

        twice the lesser of (1) or (2) in clause (A) above; or

                   (ii)  the sum of:

              (A)  1.25 multiplied by the lesser of (1) the

        Actual Deferral Percentage of Participants who are non-

        Highly Compensated Employees or (2) the Actual

        Contribution Percentage of Participants who are non-

        Highly Compensated Employees, and

              (B)  two plus the greater of (1) or (2) in clause

        (A) above, but in no event shall this amount exceed

        twice the greater of (1) or (2) in clause (A) above.


                                -24-

<PAGE>



               4.6.5  Special Participant Rule.  For purposes of
                      ------------------------
Sections 4.6.1, 4.6.2, and 4.6.4, the term "Participants"

includes Employees eligible to participate in the Plan in

accordance with Section 1.1 whether or not they elected to

participate in the Plan or make Employee Deferred Contributions

or Employee After-Tax Contributions.

               4.6.6  Corrections.
                      -----------
               (a)  In the event the Administrative Committee or

Plan Administrator determines that the nondiscrimination

requirement of Section 4.6.1 will not be satisfied in a Plan

Year after Employee Deferral Contributions have been allocated

to Participants' Accounts, the Plan Administrator shall reduce

the Employee Deferred Contributions of the Highly Compensated

Employee with the highest Deferral Percentage to the extent

required to:

                    (i)  enable the Plan to satisfy the

nondiscrimination requirement of Section 4.6.1; or

                   (ii)  cause the Deferral Percentage of such

Highly Compensated Employee to equal the next highest Deferral

Percentage of all other Highly Compensated Employees.

The Plan Administrator shall repeat this reduction process until

the nondiscrimination requirement of Section 4.6.1 is satisfied.

               (b)  In the event the Administrative Committee or

Plan Administrator determines that the nondiscrimination

requirement of Section 4.6.2 will not be satisfied in a Plan

Year after Employee After-Tax or Employer Matching Contributions



                                -25-

<PAGE>



have been allocated to Participants' Accounts, the Plan

Administrator shall reduce the Employee After-Tax or Employer

Matching Contributions of the Highly Compensated Employee with

the highest Contribution Percentage to the extent required to:

                    (i)  enable the Plan to satisfy the

nondiscrimination requirement of Section 4.6.2; or

                   (ii)  cause such Highly Compensated

Employee's Contribution Percentage to equal the next highest

Contribution Percentage of all other Highly Compensated

Employees.

The Plan Administrator shall repeat this reduction process until

the nondiscrimination requirement of Section 4.6.2 is satisfied.

               (c)  In the event the Administrative Committee or

Plan Administrator determines that the nondiscrimination

requirement of Section 4.6.4 will not be satisfied after

Employee or Employer Contributions have been allocated to

Participants' Accounts, the Plan Administrator shall reduce

either the Employee Deferred Contributions of Highly Compensated

Employees in the manner described in paragraph (a) above, or the

Employee After-Tax or Employer Matching Contributions of Highly

Compensated Employees in the manner described in paragraph (b)

above.

               4.6.7  Corrective Distributions.  If the
                      ------------------------
Administrative Committee or Plan Administrator determines that

Employee Deferred Contributions in excess of the amount

permitted under Section 3.1.2 or 4.6.1, Employee After-Tax or


                              -26-

<PAGE>



Employer Matching Contributions in excess of the amounts

permitted under Section 4.6.2 or 4.6.4 were made to the Plan,

then the Administrative Committee will cause the Trustee to make

a corrective distribution of any such excess (and income

allocable thereto as provided in Section 4.6.8) to the

Participant within 12 months of the close of the Plan Year to

which the excess is attributed.  Such a distribution is not

subject to Spousal Consent.

               4.6.8  Income Attributable to Excess
                      -----------------------------
Contributions.  Effective January 1, 1988, the income
-------------
attributable to excess Employee or Employer Contributions as

determined in accordance with Section 3.1.9 or 4.6.6, including

income applicable for the period between the end of the

preceding Plan Year and the last day of the month preceding the

corrective distribution date, shall be an amount determined by

the Trustee in accordance with Sections 401(k) and 401(m) of the

Code and the regulations promulgated hereunder.

               4.6.9  Coordination Rule.  Excess Employee
                      -----------------
Deferred Contributions determined with respect to a Plan Year

that shall be distributed in accordance with Section 4.6.7 shall

be reduced by any excess deferrals, determined in accordance

with Section 3.1.9, previously distributed to such Participant

for the Participant's taxable year ending with or within such

Plan Year.

        4.7  Allocations Do Not Create Rights.  No Participant
             --------------------------------
acquires any right to or interest in any specific asset of the



                                -27-

<PAGE>


Trust Fund merely as a result of the allocations provided for in

the Plan.


                           ARTICLE 5
                           ---------
                      PAYMENT OF BENEFITS
                      -------------------
        5.1  Retirement or Termination of Employment.  If a
             ---------------------------------------
Participant separates from service with the Company and its

Affiliates for any reason other than death, or in the event of a

Participant's total and permanent disability, an amount equal to

the value of his Account will be payable to him under this

Article 5 as soon after his Severance From Service Date as is

administratively practicable in accordance with applicable law,

rules and regulations.  Such amount shall be determined as of

the Valuation Date coincident with or next preceding the date of

distribution.  Such Participant may defer his Annuity Starting

Date in accordance with Section 5.5, but not beyond the date on

which benefits must commence pursuant to Section 5.8.

Notwithstanding the preceding, no distribution shall be made to

any Participant in violation of Section 401(k) of the Code.

        5.2  Death Benefits.
             --------------
               5.2.1  Preretirement Survivor Annuity.  Effective
                      ------------------------------
January 1, 1985, subject to Section 5.2.2, the surviving Spouse

of a Participant or Former Participant who dies before his

Annuity Starting Date will be paid the balance of his Account in

the form of a Preretirement Survivor Annuity; provided, however,

that such Spouse may elect in writing, in a form and at such

time as is prescribed by the Administrative Committee, to have


                                -28-

<PAGE>



the Account paid in one of the optional forms of payment

described in Section 5.5.  The surviving Spouse may select the

Annuity Starting Date of the Preretirement Survivor Annuity,

provided the date meets the requirements of Section 5.8.2.

               5.2.2  Waiver of Preretirement Survivor Annuity.
                      ----------------------------------------
Subject to Spousal Consent, a Participant may designate,

pursuant to Section 5.7, someone other than his Spouse as the

Beneficiary of a death benefit under this Section 5.2.

               5.2.3  One Year Marriage Requirement.  The
                      -----------------------------
provisions under Section 5.2 shall only apply if the Participant

or Former Participant and his Spouse have been married

throughout the one-year period ending on the earlier of (i) the

Participant's or Former Participant's Annuity Starting Date, or

(ii) the date of the Participant's or Former Participant's

death.

               5.2.4  No Surviving Spouse.  If a Participant
                      -------------------
dies before his Annuity Starting Date and does not have a

Spouse, or if his Spouse has waived the Preretirement Survivor

Annuity, then his Account shall be paid to his Beneficiary in a

lump sum.

        5.3  Normal Form of Benefit - Married Participants.
             ---------------------------------------------
               5.3.1  Benefits Paid as a Qualified Joint and
                      --------------------------------------
Survivor Annuity.  Effective January 1, 1985, except as
----------------
otherwise provided in the Plan, a Participant or Former

Participant who is married on his Annuity Starting Date will


                                -29-

<PAGE>



receive the balance of his Account in the form of a Qualified

Joint and Survivor Annuity.

               5.3.2  Election of Optional Forms.  A Participant
                      --------------------------
or Former Participant who is married on his Annuity Starting

Date has the right to designate a Beneficiary other than his

Spouse.  During the 90-day period ending on his Annuity Starting

Date, he also has the right to elect to receive his benefit in

one of the forms described in Section 5.5, rather than in the

form of a Qualified Joint and Survivor Annuity.  However, the

exercise of such right is subject to Spousal Consent, unless the

Participant or Former Participant can demonstrate, to the

satisfaction of the Administrative Committee, that his Spouse

cannot be located, he is legally separated, or he has been

abandoned (within the meaning of local law), and he has a court

order to that effect and no Qualified Domestic Relations Order

provides otherwise.  An election under this Section 5.3.2. may

be revoked, and a new election made, before the expiration of

the 90-day period.  An election, designation or revocation under

this Section 5.3.2 must be in writing in a form satisfactory to

the Administrative Committee.

               5.3.3  Information to Participant.  Not more than
                      --------------------------
90 days nor less than 30 days before a Participant's or Former

Participant's Annuity Starting Date, the Plan Administrator must

furnish him with a written explanation, in non-technical

language, describing the following:


                                -30-

<PAGE>



                 (i)  the terms and conditions of a Qualified

Joint and Survivor Annuity;

                (ii)  his right to make an election to waive the

Qualified Joint and Survivor Annuity, and the financial effect

of such an election;

               (iii)  his right to revoke a previous election to

waive the Qualified Joint and Survivor Annuity, and the

financial effect of such a revocation;

                (iv)  the optional forms of benefit payments

under the Plan; and

                 (v)  his Spouse's rights.

        5.4  Normal Form of Benefit - Unmarried Participants.
             -----------------------------------------------
               5.4.1  Benefits Paid as an Annuity.  Effective
                      ---------------------------
January 1, 1985, except as otherwise provided in the Plan, a

Participant or Former Participant who is not married on his

Annuity Starting Date will receive a single life annuity.

               5.4.2  Election of Optional Forms.  During the 90-
                      --------------------------
day period ending on his Annuity Starting Date, a Participant or

Former Participant has the right to elect to receive his benefit

in one of the forms described in Section 5.5, rather than in the

form of a single life annuity.  An election under this Section

5.4.2 may be revoked, and a new election made, before the

expiration of the 90-day period.  An election under this Section

5.4.2 must be in writing in a form satisfactory to the

Administrative Committee.  The Plan Administrator shall furnish

a Participant a written explanation, in non-technical



                                -31-

<PAGE>



language, describing information similar to that listed in

Section 5.3.3.

        5.5  Optional Forms of Payment.  The optional forms of
             -------------------------
benefit payment referred to in Sections 5.2, 5.3 and 5.4 are:

                 (i)  a joint and survivor annuity providing pay

ments for the annuitant's life, and providing payments after his

death to his survivor for life either in (A) the same amount,

(B) 75% of the amount or (C) 50% of the amount that was payable

to the annuitant before his death;

                (ii)  an annuity for life;

               (iii)  an annuity for the life of the annuitant,

provided, that if the annuitant dies before having received 120

monthly payments, they will continue to be made to his survivor

until 120 such payments have been made;

                (iv)  a lump sum payment; or

                 (v)  payment in equal monthly, quarterly, semi-

annual or annual installments over a period selected by the

Participant, Former Participant or Spouse, as the case may be,

provided that in the event of the death of the Participant,

Former Participant or Spouse prior to completion of the

designated number of payments, any remaining amount shall be

paid in a lump sum to the Participant's or Former Participant's

Beneficiary, or to the legal representative(s) of the Spouse's

estate, as the case may be, and, provided further, that a Former

Participant may not elect installment payments under this clause



                                 -32-

<PAGE>


(v) unless the provisions of the following paragraph are

satisfied.

        In addition to the foregoing, a Former Participant who

has separated from service shall have the option to receive a

payment of any portion of his Account, at any time after such

separation from service but not later than the date on which

benefits must commence in accordance with Section 5.8, or to

receive payments in installments under clause (v) above

commencing at any time after such separation from service but

not later than the date on which benefits must commence in

accordance with Section 5.8, provided that the Former

Participant has attained age 59-1/2, or separated from service

after attainment of age 55, or can demonstrate that the

distribution is on account of the Former Participant's being

disabled within the meaning of Section 72(m)(7) of the Code.  An

Alternate Payee with respect to a Participant shall also have

the option to receive any portion of the Participant's Account

payable to such Alternate Payee, at any time (but not later than

the date on which benefits must commence in accordance with

Section 5.8), or to receive payments in installments under

clause (v) above commencing at any time (but not later than the

date on which benefits must commence in accordance with Section

5.8).  The date on which payment of any portion of the

Participant's Account is made, or installment payments commence,

shall be deemed to be an Annuity Starting Date which is subject


                             -33-

<PAGE>



to the election provisions under Section 5.3 or 5.4 with respect

to such Participant or Former Participant.

        All annuities under this Section 5.5, Section 5.3 and

Section 5.4 will be paid under a nontransferable commercial

annuity contract that the Administrative Committee will direct

the Trustee to purchase with the Participant's or Former Partici-

pant's Account balance and deliver to the annuitant.  All optional

forms of payment under this Section 5.5 must comply with the

minimum incidental death benefit distribution requirements of

Section 401(a)(9)(G) of the Code and regulations promulgated

thereunder.

        5.6  Payment in Stock.
             ----------------
               5.6.1  Phillips Stock.  Notwithstanding any other
                      --------------
Plan provision, to the extent a Participant's or Former

Participant's Account is invested in the Phillips Stock Fund, he

or his Beneficiary may elect to receive a distribution from such

Fund in whole shares of stock, or in the cash value of such

shares, or any combination thereof, provided that he or his

Beneficiary elected a lump sum payment under Section 5.5.

               5.6.2  Company Stock.  Notwithstanding any other
                      -------------
Plan provision, any Participant or Beneficiary entitled to

receive a distribution pursuant to this Article 5 who elects a

lump sum payment under Section 5.5 may elect to receive his

benefit, in whole or in part, in the form of whole shares of

Company Stock, with the value of any fractional shares paid in

cash.  The election under this Section 5.6.2 may be made without


                                -34-

<PAGE>



regard to the Investment Funds in which the Participant's

Account is invested.  In the event an election is made to take a

portion of the benefit in Company Stock, the remaining portion

shall be distributed in cash, subject to an additional election

under Section 5.6.1 above.

        5.7  Beneficiary Designation.  If a Participant or
             -----------------------
Former Participant has a Spouse, then his Spouse is his

Beneficiary, unless he designates someone else (other than as a

contingent Beneficiary) and he either obtains Spousal Consent to

such designation or demonstrates, to the satisfaction of the

Administrative Committee, that he is not married, his Spouse

cannot be located, he is legally separated, or he has been

abandoned (within the meaning of local law) and he has a court

order to that effect and no Qualified Domestic Relations Order

provides otherwise.  A Participant or Former Participant has the

right to designate a contingent Beneficiary.  All Beneficiary

designations must be filed with the Administrative Committee,

and must be in writing in a form satisfactory to the

Administrative Committee.  The Administrative Committee will

determine which Beneficiary, if any, was validly designated.  If

no Beneficiary was validly designated, or if the designated

Beneficiary predeceases the Participant or Former Participant,

then the amount, if any, payable upon the Participant's or

Former Participant's death will be paid to the Participant's or

Former Participant's surviving Spouse, or if there is none, to



                                 -35-

<PAGE>



the legal representative(s) of the Participant's or Former

Participant's estate.

        5.8  Limitations on Commencement or Duration of Benefit
             --------------------------------------------------
Payments.
--------
               5.8.1  Commencement of Benefits.
                      ------------------------
               (a)  Notwithstanding any provision herein to the

contrary, any benefits to which a Participant is entitled shall

commence in accordance with paragraph (b) not later than the

calendar year in which the Participant attains age 70-1/2,

whether or not he has separated from service in that year,

provided that, prior to April 1, 1990, such rule only shall

apply to Five-Percent Owners.  A Participant, other than a Five-

Percent Owner, who attained age 70-1/2 prior to 1988 shall

commence receiving benefits no later than the calendar year in

which he separates from service.

               (b)  Distributions required under paragraph (a)

shall be made annually prior to the end of the calendar year.

However, in the first year for which distributions must

commence, they may be postponed until April 1 of the following

year.  Each distribution shall be no less than the amount

determined under clause (i) divided by the period determined

under clause (ii) as follows:

                    (i)  The total value of a Participant's

Account determined as of the close of the calendar year

preceding the start of the calendar year in which the



                            -36-

<PAGE>


distribution must be made (without considering the extension

permitted the first distribution).

                    (ii)  The joint and last survivor life

expectancy of the Participant and the Participant's oldest

Beneficiary (in the first distribution year) minus the number of

years elapsed since the first distribution year.

               Life expectancy shall be calculated in accordance

with regulations promulgated under Section 401(a)(9) of the Code

and shall not exceed the maximum period permitted under

regulations promulgated under the incidental death benefit rule

of Section 401(a)(9)(G) of the Code.  Life expectancy shall not

be recomputed for purposes of this Section 5.8.1.  A Participant

may elect to have an amount distributed to him in excess of the

minimum amount determined above or in a lump sum.  The

Administrative Committee shall authorize the distributions

hereunder in a single cash sum for each calendar year a

distribution is due.  Upon a Participant's retirement, he shall

be entitled to a distribution of his Account in accordance with

Section 5.3, 5.4 or 5.5.

               5.8.2  Maximum Duration of Death Benefits.  If a
                      ----------------------------------
Participant or Former Participant dies after distributions of

his benefits have begun in accordance with Section 5.8.1 but

before his entire interest has been distributed to him, the

remaining portion of his benefits shall be distributed to his

Beneficiary under a method of distribution at least as rapid as

the method being used as of the date of his death.



                               -37-

<PAGE>



               If a Participant or Former Participant dies

before the distribution of his benefits has begun in accordance

with Section 5.8.1, the Administrative Committee shall

distribute his benefits in full to his Beneficiary no later than

December 31 of the calendar year which contains the fifth

anniversary of the Participant's or Former Participant's death.

               5.8.3  Additional Limitations.  Payment of
                      ----------------------
benefits to a Participant or Former Participant must begin no

later than the 60th day after the end of the Plan Year in which

the latest of the following events occurs:  his attainment of

age 65, the 10th anniversary of the year he became a

Participant, or the termination of his service with the

Employer.  However, he may elect to defer the commencement of

benefit payments until any time before the April 1st following

the calendar year in which he reaches age 70-1/2.

        5.9  Cash-Out of Benefits.  Notwithstanding any other
             --------------------
Plan provision, if the value of a Participant's Account is

$3,500 or less, it will be paid in a lump sum as soon as

practicable after his Severance From Service Date.  Such a

distribution to the Participant, Former Participant,

Beneficiary, or Alternate Payee, as the case may be, will be in

complete discharge of the Plan's obligation with respect to such

benefit.



                            -38-

<PAGE>


        5.10  Direct Rollovers.
              ----------------
               5.10.1  General.  Notwithstanding any provision
                       -------
of this Plan to the contrary that would otherwise limit a

Distributee's election under this Section 5.10, a Distributee

may elect to have any portion of an Eligible Rollover

Distribution paid directly to an Eligible Retirement Plan

specified by the Distributee in a Direct Rollover.

               5.10.2  Eligible Rollover Distribution--Defined.
                       ---------------------------------------
An Eligible Rollover Distribution is any distribution of all or

any portion of the balance to the credit of the Distributee in

an Eligible Retirement Plan, except that an Eligible Rollover

Distribution does not include:

                    (i)  any distribution that is one of a

series of substantially equally periodic payments (not less

frequently than annually) made for the life (or life expectancy)

of the Distributee or the joint lives (or joint life

expectancies) of the Distributee and the Distributee's

designated Beneficiary, or for a specified period of ten years

or more; and

                   (ii)  any distribution to the extent such

distribution is required under Section 401(a)(9) of the Code;

and

                  (iii)  the portion of any distribution that is

not includible in gross income (determined without regard to the

exclusion for net unrealized appreciation with respect to

employer securities).


                               -39-

<PAGE>


               5.10.3  Eligible Retirement Plan--Defined.  An
                       ---------------------------------
Eligible Retirement Plan is an individual retirement account

described in Section 408(a) of the Code, an individual

retirement annuity described in Section 408(b) of the Code, an

annuity plan described in Section 403(a) of the Code, or a

qualified trust described in Section 401(a) of the Code, that

accepts the Distributee's Eligible Rollover Distribution.

However, in the case of an Eligible Rollover Distribution to the

surviving Spouse, an Eligible Retirement Plan is an individual

retirement account or individual retirement annuity.

               5.10.4  Distributee--Defined.  A Distributee
                       --------------------
includes an Employee or former Employee.  In addition, the

Employee's or former Employee's Spouse or former Spouse who is

an Alternate Payee under a Qualified Domestic Relations Order,

are distributees with regard to the interest of the Spouse or

former Spouse.

               5.10.5  Direct Rollover--Defined.  A Direct
                       ------------------------
Rollover is a payment by the Plan to the Eligible Retirement

Plan specified by the Distributee.

        5.11  Claims for Benefits.
              -------------------
               5.11.1  Filing of Claims.  A Participant, Former
                       ----------------
Participant or Beneficiary who thinks he is entitled to a

benefit under the Plan that he has not received, or who thinks

that the amounts credited to his Account are inaccurate, may

file a written claim specifying the basis for his complaint and

the facts he relies on in making the claim.  Such a claim must



                            -40-

<PAGE>



be filed with the Plan Administrator and must be signed by the

claimant or his authorized representative.

               5.11.2  Denial of Claims.  The Plan Administrator
                       ----------------
must send the Claimant a written notice of the denial of his

claim for benefits within 90 days of the date it receives his

claim, unless special circumstances require an extension of

time.  The extension may not exceed 90 days and is only allowed

if, during the initial 90-day period, the Plan Administrator

sends the Claimant a notice indicating the special circumstances

requiring the extension and specifying a date by which it

expects to render its final decision.  The Plan Administrator's

notice of denial to the Claimant must include:

                    (i)  the specific reasons for the denial;

                 (ii)  specific references to the Plan

provisions on which the denial is based;

                  (iii)  a description of any additional

material and information needed for the Claimant to perfect his

claim, and an explanation of why it is needed;

                   (iv)  an explanation of the review procedure

described in Section 5.11.3; and

                    (v)  any other information required by

regulations issued by the Secretary of Labor under Section 503

of ERISA.

               5.11.3  Appeal Procedure for Denial of Claims.  A
                       -------------------------------------
Claimant may request a review of the denial of his claim for

benefits by filing a written appeal with the Administrative


                             -41-

<PAGE>



Committee.  The failure to file such an appeal within 60 days

after receiving the notice of denial will render the Plan

Administrator's decision final, binding and conclusive.  The

appealing Claimant or his authorized representative may review

pertinent Plan documents and submit issues and comments in

writing that either of them feel are pertinent.  In addition,

the Claimant may request that the Administrative Committee

schedule a hearing for him or his representative to present his

claim.  The Administrative Committee will then re-examine the

facts and make a final determination as to whether the denial of

benefits is justified under the circumstances.  It will advise

the Claimant in writing of its decision on his appeal, the

specific reasons for the decision, and the specific Plan

provisions on which its decision is based.  The Administrative

Committee must send the Claimant a notice of its decision within

60 days of the date it receives his appeal, unless special

circumstances require an extension of time.  An extension may

not exceed 60 days and is only allowed if, during the initial 60-

day period, the Administrative Committee sends the Claimant a

notice indicating the special circumstances requiring the

extension and specifying a date by which it expects to render

its final decision.

        5.12  Qualified Domestic Relations Orders.  If, in
              -----------------------------------
accordance with the terms of a Qualified Domestic Relations

Order, a portion of a Participant's Account is required to be

segregated for the benefit of an Alternate Payee, then the


                           -42-

<PAGE>



Administrative Committee will segregate the specified portion of

the Participant's Account and treat such segregated portion as a

separate Account established for the Alternate Payee.  There-

after, the Alternate Payee will be entitled to determine the

manner in which such Account is invested in accordance with

Section 4.2 and will be subject to the provisions of this

Article 5 as if he were a Participant.



                           ARTICLE 6
                           ---------
     LOANS TO PARTICIPANTS AND WITHDRAWALS WHILE EMPLOYED
     ----------------------------------------------------
        6.1  Loans.
             -----
               6.1.1  General.  The Trustee shall be authorized
                      -------
to administer a loan program under the Plan, pursuant to this

Section 6.1.  As of the first day of any month, a Participant

may borrow a portion of his Account, pursuant to a written loan

agreement between the Participant and the Plan, in accordance

with the following procedures, terms and conditions:

                    (i)  In order to borrow any portion of his

Account, the Participant shall file a written election with the

Trustee prior to the date on which he wants the loan to be made

and shall sign a written form, prescribed by the Trustee,

authorizing the Employer to deduct from each paycheck received

by the Participant during the term of the loan, amounts

determined in accordance with such schedule of repayment as may

be determined appropriate by the Trustee in order to repay the

principal and accrued interest due under the loan.  In

determining a schedule of repayment of any loan under this Plan,


                                -43-

<PAGE>



the Trustee shall provide for substantially level amortization

of such loan (with payments not less frequently than quarterly),

over the term of the loan.

                   (ii)  Any loan to a Participant under this

Plan shall be in an amount specified by the Participant, which

amount shall not be less than $1,000 nor more than the lesser of

100% of the Participant's Account attributable to Employee

Deferred Contributions (excluding any earnings thereon) or 50%

of the entire nonforfeitable value of such Participant's

Account; provided, however, that in no event may a Participant

borrow more than $50,000, reduced by the excess, if any, of (A)

the highest outstanding balance of loans during the one-year

period ending on the day before the date on which such loan is

made, over (B) the outstanding balance of loans on the date on

which such loan is made.

                 (iii)  Any loan to a Participant under this

Plan shall be made at an interest rate fixed by the Trustee.

The Trustee shall ascertain a reasonable rate of interest which

shall provide the Plan with a return commensurate with, and be

determined on the basis of, the interest rates charged by

commercial lending institutions for loans which would be made

under similar circumstances.

                  (iv)  Any loan to a Participant under this

Plan shall be adequately secured by up to 50% of the

nonforfeitable value of the Participant's Account.  In addition

to said value of the Participant's Account, the Trustee may


                                -44-

<PAGE>



require the Participant to post additional security if it

believes such security is necessary or desirable in order to

adequately secure the loan.  If, because of a decrease in the

value of the Participant's Account or for any other reason, the

Trustee believes the loan to be inadequately secured, it shall

either require the Participant to post security in addition to

the value of such Account or demand accelerated repayment of the

loan.  The types of security that may be required to be posted

shall include, but not be limited to, certificates of deposit,

stocks, short-term bonds and other short-term securities and

their cash equivalents.

                    (v)  Any loan to a Participant under this

Plan shall contain such default provisions as may be determined

appropriate by the Trustee, including the provision that if an

event of default occurs and is not cured within 90 days, the

unpaid principal and accrued interest due under the loan shall

be declared immediately payable in full and may be charged back

against the Participant's Account as a distribution at the

earliest time that the Participant is entitled to receive a

distribution under this Plan.  A failure to make a scheduled

payment, or the filing of an application for a benefit

distribution (other than a withdrawal pursuant to Section 6.3.2)

under this Plan, shall constitute events of default; provided,

however, that in the event of a Participant's unpaid absence

approved by the Employer, for not more than one year (including

such absence on account of disability), scheduled payments may


                                -45-

<PAGE>



be suspended during such absence without constituting an event

of default.

                   (vi)  A loan origination fee, in an amount

determined by the Trustee, will be charged to each Participant

obtaining a loan and will be deducted from the loan proceeds.

On each anniversary of the loan, an administrative fee, in an

amount determined by the Trustee, will be charged against the

Participant's Account.

               6.1.2  Allocation of Loans.  The written
                      -------------------
instrument evidencing any loan made pursuant to this Section 6.1

shall be held by the Trustee for the benefit of the Participant

to whom the loan was made and not for the Trust Fund as a whole,

and the Participant's interest in the Investment Funds will be

reduced by a like amount, in such proportions as the Participant

directs, or in the absence of directions from the Participant,

on a pro rata basis.

               6.1.3  Number of Outstanding Loans.  If the
                      ---------------------------
Participant has not repaid to the Trust all of the outstanding

principal and accrued interest due under a loan made from his

Account pursuant to this Section 6.1, he may not borrow any

additional amounts from his Account.

               6.1.4  Aggregation of Loans.  For purposes of
                      --------------------
determining whether the dollar limitations of Section 6.1.1 have

been met, the Trustee shall take into account the unpaid

principal amount of any loans made to the Participant under the


                             -46-

<PAGE>



provisions of any employee benefit plan to which contributions

have been made on his behalf by the Employer or an Affiliate.

               6.1.5  Maximum Term of Loans.  The Trustee may
                      ---------------------
not permit a Participant to borrow any part of the value of the

Participant's Account pursuant to this Section 6.1 unless the

Participant is required, by the terms of the loan, to repay the

amount borrowed within 5 years of the date of the loan.

               6.1.6  Allocation of Payments.  Each payment by
                      ----------------------
the Participant to the Trustee in repayment of an outstanding

loan shall be allocated to the portion of the Participant's

Account invested in each Investment Fund in the same proportion

as is applicable to the Employee and/or Employer Contributions

pursuant to Section 4.2.1.

        6.2  Order of Withdrawals.  A Participant may elect to
             --------------------
withdraw all or a portion of his Account effective as of any

Valuation Date, in the following order of withdrawals:  (i) an

After-Tax Withdrawal, (ii) a Total Withdrawal and (iii) a

Hardship Withdrawal.  A withdrawal requires not less than 15

days prior written notice to the Administrative Committee, and

must specify the Investment Funds to which it is to be charged.

An After-Tax Withdrawal is first made from the portion of the

Participant's Account attributable to Employee Special and/or

Regular Contributions made before January 1, 1987, excluding any

earnings thereon, and then from the portion attributable to

Employee After-Tax Contributions made after December 31, 1986,

including any earnings on post-1986 or pre-1987 contributions.



                             -47-

<PAGE>



        6.3  Limitations on Withdrawals.
             --------------------------
               6.3.1  After-Tax Withdrawals.  A Participant may
                      ---------------------
not make a new After-Tax Withdrawal during the 12-month period

following a previous After-Tax Withdrawal.  A Participant may,

however, make a Total Withdrawal without regard to the length of

time that has elapsed since any previous After-Tax Withdrawal.

               6.3.2  Total Withdrawals.  A Participant may not
                      -----------------
make Employee Deferred or After-Tax Contributions during the 12-

month period following a Total Withdrawal.  In addition, all

Contributory Participation credited to him before the Total

Withdrawal will be canceled.

               6.3.3  Hardship Withdrawals.  A Participant may
                      --------------------
not make Employee Deferred, Regular or Special Contributions

during the 12-month period following a Hardship Withdrawal, and

all Contributory Participation credited to him before the

Hardship Withdrawal will be canceled.  In addition to making all

other withdrawals available under Section 6.2, a Participant

must obtain all nontaxable loans available to him under the Plan

and all other plans maintained by the Company and any Affiliate.

A Participant's maximum Employee Deferred Contributions for the

Plan Year following the year in which the Hardship Withdrawal

occurs, is reduced by the total Employee Deferred Contributions

he contributed in the Plan Year in which the Hardship Withdrawal

occurred.

        6.4  Withdrawals from the Phillips Stock Fund.  A
             ----------------------------------------
withdrawal of 10 or more shares from the Phillips Stock Fund


                            -48-

<PAGE>


will be paid in whole shares of Phillips Petroleum Company

common stock, unless the Participant elects to receive any part

of the value of such shares in cash.  A withdrawal of less than

10 shares is paid in cash, unless the Participant elects to

receive stock.  The value of any fractional shares will be paid

in cash.  All cash payments will reflect the fair market value

of the stock.

        6.5  Spousal Consent.  Notwithstanding any other Plan
             ---------------
provision, a Participant may not borrow or withdraw any portion

of his Account under this Article 6 without obtaining Spousal

Consent during the 90-day period ending on the date of the loan

or withdrawal, unless he can demonstrate, to the satisfaction of

the Administrative Committee, that he is not married, his Spouse

cannot be located, he is legally separated, or he has been

abandoned (within the meaning of local law) and he has a court

order to that effect and no Qualified Domestic Relations Order

provides otherwise.

                           ARTICLE 7
                           ---------
               COMMITTEES AND PLAN ADMINISTRATOR
               ---------------------------------
        7.1  Administrative and Investment Committees.
             ----------------------------------------
               7.1.1  Appointment and Removal.
                      -----------------------
               (a)  The Administrative and Investment Committees

each consist of at least three persons appointed by the Board of

Directors, to serve at its pleasure.  Administrative and

Investment Committee members may, but need not, be officers or

directors of the Company, and may, but need not, be members of


                            -49-

<PAGE>


both Committees.  An appointment is effective upon delivery to

the Company of a written acceptance, a copy of which must be

filed with the Plan records.

               (b)  A person ceases to be an Administrative or

Investment Committee member when he dies, resigns, is declared

legally incompetent or is removed by the Board of Directors.

Unless the Board of Directors provides otherwise, a member who

is a director or Employee of an Employer is considered to have

resigned his membership when he ceases to be a director or

Employee.  A member may resign by delivery of a written notice

to the Company.  A member may be removed by delivery to him of

an instrument signed by the Company evidencing the action taken

by the Board of Directors to remove him.  Copies of instruments

evidencing a member's resignation or removal must be filed with

the Plan records.

               7.1.2  Compensation and Expenses.  Administrative
                      -------------------------
and Investment Committee members serve without compensation.

The Committees' reasonable expenses, such as the reasonable fees

and expenses of custodial agents, attorneys, accountants and

other advisers, are paid from the Trust Fund and allocated

between principal and income by the Investment Committee, unless

the Company, in its discretion, causes the Employers to pay all

or part of such expenses.

               7.1.3  Committee Action.  Any and all actions may
                      ----------------
be taken and decisions made by a majority of the members of the

Administrative or Investment Committees then acting.  If at any



                               -50-

<PAGE>



time only one member is acting, actions may be taken and

decisions made by the sole member.  The Administrative and

Investment Committees may take any action or make any decision

either at a meeting duly called and held, or by written

documents signed by a majority of members empowered to take

action or make decisions at that time.  The members may delegate

to each or any of their number the authority to perform

ministerial acts or to sign documents on the Committees' behalf.

Documents so signed are conclusively presumed to be the action

of the Administrative or Investment Committee, as the case may

be.

               7.1.4  Administrative Committee Powers.  The
                      -------------------------------
Administrative Committee has whatever powers it needs to

discharge its responsibilities under the Plan, including but not

limited to the specific powers granted elsewhere in the Plan and

the power to:

                    (i)  discretionary authority to interpret

and construe the Plan, correct defects and omissions, determine

all questions arising under the Plan (except those specifically

reserved elsewhere in the Plan for determination by the Company,

the Investment Committee or the Plan Administrator), and

reconcile inconsistencies in the Plan in such manner and to such

extent as it deems expedient to effectuate the purposes and

intent of the Plan;

                   (ii)  determine all questions of eligibility,

status and rights of Participants and others under the Plan;



                           -51-

<PAGE>



                  (iii)  authorize, make, or cause to be made,

payment of all benefits and expenses which become payable under

the Plan;

                   (iv)  establish reasonable procedures for

determining whether a domestic relations order is a Qualified

Domestic Relations Order and provide for payments thereunder;

and

                    (v)  adopt and amend by-laws, rules and

regulations that it deems necessary and which are not

inconsistent with the Plan.

               7.1.5  Investment Committee Powers.  The
                      ---------------------------
Investment Committee has whatever powers it needs to discharge

its responsibilities under the Plan, including, but not limited

to the specific powers granted elsewhere in the Plan and the

power to:

                    (i)  manage and control the Trust Fund in

any manner consistent with the Plan that it deems advisable;

                   (ii)  establish and carry out a funding

policy and method consistent with Plan objectives and ERISA

requirements;

                  (iii)  appoint and remove the Trustee,

                   (iv)  specify the duties and compensation of

the Trustee and the other terms and conditions under which the

Trustee shall serve;

                    (v)  appoint and remove Investment Managers;

and


                             -52-

<PAGE>



                   (vi)  select, modify, add or delete

Investment Funds.

        7.2  Plan Administrator.
             ------------------
               7.2.1  In General.  The Board of Directors may
                      ----------
designate in writing the Administrative Committee, or a person,

who may but need not be a Committee member, or a corporation

which may but need not be the Company, to act as the Plan

Administrator.  The Board of Directors may revoke such

designation by written notice to the Plan Administrator, and the

Plan Administrator may resign by written notice to the Company.

The Plan Administrator has the responsibilities described in the

Plan and assigned to the "plan administrator" by ERISA, the

Code, and any other applicable laws and regulations.

               7.2.2  Compensation and Expenses.  Unless the
                      -------------------------
Plan Administrator is a firm or corporation, the Plan

Administrator serves without compensation.  However, reasonable

expenses incurred by the Plan Administrator will be paid from

the Trust Fund unless the Company, in its sole discretion,

causes the Employers to pay all or part of such expenses.  If

the Plan Administrator is a firm or corporation, its

compensation will be determined by written agreement between it

and the Company, and paid from the Trust Fund unless the

Company, in its sole discretion, causes the Employers to pay all

or part of such compensation.  If the Company is the Plan

Administrator, it will serve without compensation and bears its

own expenses.


                             -53-

<PAGE>



        7.3  Allocation of Duties.  The Administrative Committee
             --------------------
and the Plan Administrator may further allocate their fiduciary

responsibilities among themselves, and may designate one or more

other persons, firms or corporations to carry out such fiduciary

responsibilities.  Any such allocation or designation must be in

writing and will constitute a part of the Plan.  The

Administrative and Investment Committees may enlist the services

of such agents, representatives and advisers as they deem

necessary, including but not limited to custodial agents for the

Trust Fund, attorneys and accountants.

        7.4  Dispute as to Duties.  In the event a dispute
             --------------------
arises as to any act to be performed by the Administrative

Committee or the Plan Administrator, the Administrative

Committee or the Plan Administrator, as the case may be, may

postpone the performance of the act until final adjudication of

the dispute by a court of competent jurisdiction.

        7.5  Plan Participation by Committee Members and Plan
             ------------------------------------------------
Administrator.  Although a Plan Administrator or an
-------------
Administrative or Investment Committee member who meets the

Plan's eligibility requirements may become a Participant, he may

not vote on, act upon or sign any document relating specifically

to his own participation.

        7.6  Books and Records.  The Plan Administrator and the
             -----------------
Administrative and Investment Committees must maintain

appropriate records of all actions taken, which may be inspected



                           -54-

<PAGE>



by the Company at any time.  They will submit, make available or

deliver on request to governmental agencies or

instrumentalities, the Company and other Employers,

Participants, Former Participants, Beneficiaries or other

persons entitled thereto, such reports, documents or records as

may be required by law, or as they may otherwise deem

appropriate.

        7.7  Fiduciary Standard.  The Administrative Committee,
             ------------------
the Investment Committee and the Plan Administrator are "named

fiduciaries" of the Plan within the meaning of Section 402 of

ERISA.  They must exercise their powers in accordance with rules

that treat similar cases alike, and discharge their powers and

duties in accordance with the terms of the Plan.  They must act

solely in the interests of Participants, Former Participants and

Beneficiaries, and for the exclusive purpose of providing

benefits to such persons.  In exercising their powers and

duties, they must act with the care, skill, prudence and

diligence under the circumstances then prevailing that a prudent

man acting in a like capacity and familiar with such matters

would use in the conduct of an enterprise of like character and

with like aims.  Any person or group of persons may serve in

more than one fiduciary capacity with respect to the Plan.

        7.8  Indemnification.  To the extent permitted by law,
             ---------------
the Company will indemnify and hold harmless past, present and

future Plan Administrators and Administrative and Investment

Committee members who were Employees while they held such



                             -55-

<PAGE>



positions, and their heirs and legal representatives, from and

against any loss, cost or expense including reasonable

attorneys' fees, which they may incur individually, jointly, or

jointly and severally, in connection with the administration of

the Plan or the management and control of the Trust Fund.  No

indemnification will be provided if liability is determined to

be due to the willful breach of such person's responsibilities

under the Plan, ERISA, or other applicable law.



                           ARTICLE 8
                           ---------
                   INVESTMENT OF PLAN ASSETS
                   -------------------------
        8.1  Contributions Held in Trust.  All contributions
             ---------------------------
under the Plan, whether in cash or other property, will be paid

to the Trustee, who has the exclusive authority and discretion

to accept them.  The Trustee shall hold, invest, reinvest, and

distribute the Trust Fund in accordance with the terms of the

Plan and the Trust.  The Trustee shall be subject to direction

by the Investment Committee or an Investment Manager and shall

have no discretion with respect to management and control of

Plan assets, except to the extent that the instrument appointing

the Trustee provides that the Trustee shall have the power to

manage and control Plan assets.

        8.2  Investment of Contributions.
             ---------------------------
               8.2.1  Investment Funds - General.  Subject to
                      --------------------------
its power to add, modify or delete Investment Funds, the

Investment Committee will establish at least three Investment

Funds representing a broad range of investment alternatives



                             -56-

<PAGE>



sufficient to provide the Participant with a reasonable

opportunity to materially affect the potential return on the

amount of his Account invested in such Funds and the degree of

risk to which such amounts are subject, and as to which the

Participant will be able to change his investment election under

Sections 4.2.2 and 4.2.3 at least once within any three-month

period.  In addition, the Investment Committee will cause the

Phillips Stock Fund to be maintained, and may, in its

discretion, establish one or more other Investment Funds as to

which changes in investment elections under Sections 4.2.2 or

4.2.3 may be more restrictive than with respect to the Funds

established pursuant to the preceding sentence.  The Investment

Funds will be held by the Trustee, and the Investment Committee

shall designate the Trustee or an Investment Manager to manage

such Funds.

               8.2.2  Company Stock Fund.  Effective as of July
                      ------------------
15, 1994, the Investment Committee will cause to be maintained

an Investment Fund which shall be known as the "Company Stock

Fund".  Its assets will be invested and reinvested in Company

Stock (or in cash or a cash equivalent, pending reinvestment in

Company Stock, which shall be purchased by the Trustee at fair

market value at the time of purchase) and will include all

assets held in the Tosco Common Stock Fund, as defined in

Appendix I.  Any dividends paid on Company Stock held in the

Company Stock Fund may in the sole discretion of the Trustee be

retained as cash or a cash equivalent, or be reinvested in


                               -57-

<PAGE>


Company Stock, which shall be purchased by the Trustee at fair

market value at the time of purchase.  Notwithstanding any other

provision of the Plan to the contrary, including Appendix I,

Employee, Employer, and Rollover Contributions pursuant to

Sections 3.1, 3.2, 3.3, 3.4 and 3.5 may be made to the Company

Stock Fund.  Changes in investment elections under 4.2.2 or

4.2.3 may be made with the same frequency as allowed with

respect to the other Investment Funds maintained pursuant to

Section 8.2.1.  Each Participant holding in his Account any

shares of the Company Stock Fund may direct the Trustee to vote

the pro-rata portion of the number of shares of Company Stock

held in the Company Stock Fund allocable to his Account.  This

pro-rata portion shall be determined by dividing the number of

shares of Company Stock held in the Company Stock Fund by the

number of outstanding shares of the Company Stock Fund, then

multiplying the result by the number of shares of the Company

Stock Fund allocable to the Participant's Account.  Before each

annual or special meeting of its stockholders, the Company shall

cause to be sent to each such Participant on the record date of

such meeting, a copy of its proxy solicitation materials,

together with a form requesting instructions to the Trustee on

how to vote the allocable shares of Company Stock (including

fractional shares).  Upon receipt of such instructions, the

Trustee shall vote the shares as instructed.  Shares of Company

Stock for which no instructions are received shall be voted, for

or against, by the Trustee in the same proportion as the shares


                                -58-


<PAGE>



for which the Trustee has received instructions from the

Participants.  Participants shall be the named fiduciaries under

ERISA for voting purposes with respect to the shares of Company

Stock held in the Company Stock Fund and allocated to their

Accounts.

               8.2.3  Section 16 Participants.  Notwithstanding
                      -----------------------
any other provision of the Plan to the contrary, the

Administrative Committee may impose such restrictions on

Participants subject to Section 16 of the Securities Exchange

Act of 1934, as amended, with respect to transactions involving

the Company Stock Fund or any other provision of the Plan, as it

deems necessary or desirable to prevent any violation of Section

16(b) of such Act.

        8.3  Valuation of Investment Funds.  Within a reasonable
             -----------------------------
time after the close of each Plan Quarter, the Trustee will have

a statement of the condition of the Trust Fund prepared and sent

to the Plan Administrator and the Investment Committee.  It must

show all investments, receipts, disbursements, and other

transactions effected during the Plan Quarter, and list all

Trust Fund assets with their costs and fair market values.  The

items of information in the statement must be shown separately

for each Investment Fund.  After receiving the Trustee's

statement, the Plan Administrator shall cause to be prepared,

and shall deliver to each Participant, Former Participant and

Alternate Payee a quarterly report disclosing the status of his

Account.


                               -59-

<PAGE>



                           ARTICLE 9
                           ---------
                   AMENDMENT, TERMINATION OR
                       TRANSFER OF ASSETS
                   -------------------------
        9.1  Plan Amendments.  The Board of Directors of the
             ---------------
Company may amend or suspend the Plan by a resolution duly

adopted by it.  The Board of Directors of the Company may

delegate to any person or group or persons (including the

Administrative Committee) authority to amend or suspend the

Plan.  Any amendment or suspension of the Plan shall be

evidenced by a written instrument executed pursuant to such

Board resolution or the action of such delegate.  However, no

amendment may provide for the use of any Plan assets other than

for the exclusive benefit of Participants, Former Participants

and Beneficiaries, or deprive them of any vested benefits or

optional forms of benefit.  Without limiting the generality of

the foregoing and notwithstanding any other Plan provision, the

Plan may be amended at any time to comply with ERISA, or to

maintain its exempt status under Sections 401(a) and 501(a) of

the Code, regardless of whether any such amendment would change

the relative benefits of any Participant, Former Participant or

Beneficiary under the Plan.

        9.2  Plan Termination.  The Company may terminate the
             ----------------
Plan at any time by execution of a written instrument delivered

to the Administrative and Investment Committees and the Trustee.

The Plan will terminate automatically if the Company is

dissolved or liquidated or disposes of substantially all of its

assets without provision for continuation of the Plan by a


                            -60-

<PAGE>



successor.  Upon termination of the Plan, the Trustee will

continue to hold the Trust Fund for distribution in accordance

with Section 9.3.

        9.3  Distribution of Assets.  Upon termination of the
             ----------------------
Plan, or complete discontinuance of contributions, Participants'

proportionate interests in the Trust Fund become nonforfeitable.

Upon partial termination of the Plan, their nonforfeitable

rights are applicable only to the terminated portion of the

Plan.  Except as otherwise provided by ERISA, amounts due to

Former Participants, which were not previously paid under

Article 5, are paid first.  Then each Participant's

proportionate interest in the remaining assets of the Trust Fund

is determined as of the Plan termination date in accordance with

Section 4.3.  The benefit thus determined, plus a proportionate

share of any earnings or losses thereon, is then paid.  The

Company may provide for the payment of benefits under this

Section 9.3 either by continuing the Trust Fund in existence and

making provision therefrom for benefit distributions in

accordance with the Plan, by immediate and full distribution of

Participants' Accounts from the Trust Fund, or by any

combination thereof.

        9.4  Affiliates.
             ----------
               9.4.1  Adoption by Affiliates.  Subject to the
                      ----------------------
Company's approval, an Affiliate may adopt and become a party to

the Plan by resolution of its Board of Directors, effective as

of the first day of the calendar month specified in the


                         -61-

<PAGE>



resolution.  A certified copy of such resolution must be

delivered to the Company, the Administrative Committee, the Plan

Administrator and the Trustee.

               9.4.2  Withdrawal by Affiliates.  An Employer may
                      ------------------------
withdraw from the Plan without the consent or approval of any of

the other Employers.  An Employer will be deemed to have

withdrawn from the Plan if it loses its corporate or other legal

existence by dissolution or merger or ceases to be an Affiliate.

If the withdrawing Employer's obligations are not assumed by one

or more of the remaining Employers, then the Plan will be deemed

to have been terminated with respect to the withdrawing

Employer.  Upon such a partial Plan termination, Participants or

Former Participants employed by the withdrawing Employer may no

longer make contributions, and a distribution must be made to

them as required by Section 9.3.  However, if a Participant

employed by a withdrawing Employer is immediately re-employed by

another Employer, he may continue to be a Participant.

Notwithstanding the preceding, if the only reason for an

Employer's withdrawal is a cessation of its status as an

Affiliate, then no distribution shall be made to any affected

Participant in violation of Section 401(k) of the Code.

        9.5  Merger of Plan.  The Plan may not be merged or
             --------------
consolidated with, nor shall any assets or liabilities be

transferred to any other plan, unless the benefits payable to

each Participant, Former Participant and Beneficiary, if the

transferee plan were terminated immediately after such action,


                             -62-

<PAGE>



would be equal to or greater than the benefits to which he would

have been entitled if the Plan had been terminated immediately

before such action.



                           ARTICLE 10
                           ----------
                        TOP HEAVY RULES
                        ---------------
        10.1  Minimum Contributions.  For each Plan Year during
              ---------------------
which the Plan is a Top-Heavy Plan, the amount of Employer

Contributions allocated to the Account of each Non-Key Employee

who has satisfied the eligibility requirements of Article 1, and

who is still in the service of the Employer as of the last day

of the Plan Year, must be an amount at least equal to the lesser

of:

                    (i)  3% of the Non-Key Employee's Total

Compensation for the Plan Year, or

                   (ii)  a percentage equal to the highest

percentage of Total Compensation contributed by the Employer for

any Key Employee.

        The foregoing Employer Contributions shall be allocated

regardless of whether the Non-Key Employee has completed 1,000

Hours of Service and whether or not the Non-Key Employee has

elected to make an Employee Deferred Contribution or an Employee

After-Tax Contribution for the Plan Year.

        The amount the Employer is required to contribute for

each Non-Key Employee under this Section 10.1 will be reduced by

the amount of any contribution it makes for the Plan Year on his

behalf under the Plan (other than Employee Deferred


                             -63-

<PAGE>



Contributions or Employee After-Tax Contributions) or under any

other defined contribution plan it maintains; provided, however,

that such contributions must meet the nondiscrimination

requirements of Section 401(a)(4) of the Code, without regard to

Section 401(m) of the Code.  Contributions on behalf of a

Participant required under the Social Security Act shall not be

taken into account under this Section.

        10.2  Coordination with Defined Benefit Plan.  In the
              --------------------------------------
event a defined benefit plan maintained by the Company or an

Affiliate provides benefits on behalf of Participants in this

Plan for any Plan Year as to which this Plan is a Top-Heavy

Plan, no further minimum contribution shall be provided under

Section 10.1 for such Plan Year if the contributions under this

Plan for such Plan Year equal 7-1/2% of Total Compensation of

the Participant for such Plan Year.  Notwithstanding the

foregoing, the Employer Contributions allocated to a Non-Key

Employee's Account under Section 10.1 will be reduced by the

amount of any Employer contribution made for the Plan Year on

his behalf under the Plan or any other defined contribution plan

maintained by the Company or an Affiliate.

        10.3  Adjustment to Maximum Benefits.  If the Plan is a
              ------------------------------
Top-Heavy Plan for any Plan Year, then the maximum benefit which

can be provided under Section 4.5.2 shall be determined by

substituting "1.0" for "1.25" wherever it appears in Sections

12.23 and 12.24.  However, if the Plan is not a Super Top-Heavy


                            -64-

<PAGE>



Plan for such Plan Year, then the preceding provision shall not

apply provided that "4%" is substituted for "3%" in Section 10.1



                           ARTICLE 11
                           ----------
                         MISCELLANEOUS
                         -------------
        11.1  No Rights Implied.  Nothing in the Plan may be
              -----------------
deemed to give any Participant, Former Participant, Beneficiary

or Alternate Payee an interest in any specific property of the

Plan or Trust Fund or any interest other than his right to

receive payment in accordance with Plan provisions.

        11.2  Assignment and Alienation.  Except as provided
              -------------------------
under a Qualified Domestic Relations Order, a Participant's,

Former Participant's or Beneficiary's interest in the Plan may

not be assigned, transferred or otherwise alienated either by

his voluntary or involuntary act, or by operation of law; nor

shall it be subject to attachment, execution, garnishment,

sequestration or other seizure under any legal, equitable or

other process.  If a Participant, Former Participant or

Beneficiary attempts to or does alienate, sell, transfer, pledge

or otherwise encumber any amount to which he is or might become

entitled, or if by reason of his bankruptcy or insolvency, or

the issuance of any garnishment, writ of execution or other

court process, or other event happening at any time, any amount

otherwise payable to him devolves upon anyone else or would not

be enjoyed by him, the Administrative Committee, in its sole

discretion, may, in the manner it deems proper, terminate his


                             -65-

<PAGE>


interest and hold or apply it for his benefit or the benefit of

his Spouse, children or other dependents.

        11.3  Exclusive Benefit Rule.  The Plan and Trust are
              ----------------------
created for the exclusive benefit of Participants, Former

Participants and Beneficiaries.  Except as provided in Sections

3.5.5 and 4.5.4, at no time may any part of the corpus or income

of the Trust Fund or of any segregated share of the assets of

the Plan be used for or diverted to purposes other than for the

exclusive benefit of such persons, and no part of the Plan or

Trust shall ever revert to the Company or any Employer.

        11.4  No Employment Contract.  The Plan may not be
              ----------------------
construed as creating an employment contract between the

Employer and any Employee.  The Employer has the same control

over its Employees as through the Plan had never been executed.

        11.5  Incapacity.  If the Administrative Committee finds
              ----------
that any Participant, Former Participant or Beneficiary is

unable to care for his affairs due to illness or accident, then

any payments due to him may be made to his duly appointed legal

representative or, if there is no duly appointed representative

in the Administrative Committee's discretion, to his child,

parent or Spouse or to any other person with whom he resides or

who is charged with his care.  Any payments so made will be in

complete discharge of liability under the Plan.  If a Spouse is

legally incompetent to give Spousal Consent, the Spouse's duly

appointed legal representative, including the Participant or

Former Participant, may give Spousal Consent.


                             -66-

<PAGE>



        11.6  Construction.
              ------------
               11.6.1  Word Usage.  Except where otherwise
                       ----------
indicated by the context, masculine terminology includes the

feminine and neuter, and vice versa, and the definition of any

term in the singular also includes the plural, and vice versa.

The words "hereof," "herein," "hereunder," and other similar

compounds of the work "here" refer to the entire Plan and not to

any particular provision or section.  All references to Sections

and Articles refer to Sections and Articles of the Plan, unless

otherwise indicated.

               11.6.2  Calculation of Time.  In determining time
                       -------------------
periods within which an event or action is to take place for

purposes of the Plan, no fraction of a day is considered.  If

the time for performance of an act falls on a Saturday, Sunday,

holiday or other non-business day, the act may be performed on

the next business day.

               11.6.3  Plan Qualification.  The Employer intends
                       ------------------
that the Plan will qualify as a stock bonus plan and a cash or

deferred arrangement under ERISA and Sections 401(a), 401(k),

402, 412, 417 and 501(a) of the Code, and it shall be construed

and interpreted in light of that intention.

               11.6.4  Headings.  The titles and headings of
                       --------
Articles and Sections are intended for ease of reference only

and are not to be considered in construing or interpreting the

Plan.


                                -67-

<PAGE>



        11.7  Governing Law.  The Plan is to be construed
              -------------
according to the laws of the State of California, where it is

made and where it is to be enforced, except to the extent such

laws have been superseded by ERISA.



                           ARTICLE 12
                           ----------
                          DEFINITIONS
                          -----------
        12.1  "Account" means a Participant's total combined
               -------
interest in the Plan, consisting of such Participant's Employee

Deferred Contributions, Employee After-Tax Contributions,

Employer Matching Contributions, Employer Non-Matching

Contributions and Rollover Contributions, maintained in

accordance with Section 4.1.

        12.2  "Actual Contribution Percentage" means the average
               ------------------------------
of the Contribution Percentages of a group of Participants.

        12.3  "Actual Deferral Percentage" means the average of
               --------------------------
the Deferral Percentages of a group of Participants.

        12.4  "Adjustment Factor" means the cost-of-living
               -----------------
adjustment factor prescribed by the Secretary of the Treasury

under Section 415(d) of the Code for Plan Years beginning after

December 31, 1987, as applied to such items and in such manner

as the Secretary provides.

        12.5  "Administrative Committee" means the
               ------------------------
administrative committee appointed by the Board of Directors

under Section 7.1.1.


                             -68-

<PAGE>



        12.6  "Affiliate" means an entity that is either (i)
               ---------
along with the Company, a member of a controlled group of

corporations (as defined in Section 414(b) of the Code), (ii) a

trade or business, whether or not incorporated, under common

control (as defined in Section 414(c) of the Code) with the

Company or (iii) a member, along with the Company, of an

"affiliated service group" (as defined in Section 414(m) of the

Code or regulations under Section 414(o) of the Code).

        12.7  "After-Tax Withdrawal" means a withdrawal of any
               --------------------
portion, up to and including 100%, of a Participant's Account

attributable to Employee After-Tax Contributions.

        12.8  "Aggregation Group" means a group of plans
               -----------------
consisting of (i) all plans maintained by the Company or

Affiliates in which one or more Key Employees are participants,

whether or not such plans are terminated or are sponsored by a

corporation, (ii) all other plans maintained by the Company or

Affiliates that enable any plan in which a Key Employee is a

participant to comply with the coverage and nondiscrimination

requirements of Sections 401(a)(4) and 410 of the Code, and

(iii) all Company and Affiliate plans that the Company

designates as part of the Aggregation Group, provided the

resulting Aggregation Group meets the coverage and

nondiscrimination requirements of Sections 401(a)(4) and 410 of

the Code.

        12.9  "Alternate Payee" means an "alternate payee" as
               ---------------
defined in Section 414(p) of the Code.


                              -69-

<PAGE>



        12.10  "Annual Addition" means, for purposes of Section
                ---------------
4.5, and for each Plan Year, the sum of the contributions listed

below, made for the Plan Year under the Plan or any other

defined contribution plan maintained by the Employer or a

Related Employer, excluding Rollover Contributions or earnings

allocable to Accounts:

                    (i)  the portion of the contribution (other

than a contribution made pursuant to a Participant's Deferred

Contribution Agreement) made by the Employer or Related

Employer; plus

                   (ii)  the amount, if any, contributed on the

Participant's behalf under his Deferred Contribution Agreement;

plus

                  (iii)  the amount of any forfeitures allocated

to the Participant's account;

                   (iv)  the amount, if any, of the

Participant's Employee After-Tax Contributions under the Plan,

or his voluntary or mandatory contribution made pursuant to an

election under any other defined contribution plan, provided,

however, for Limitation Years prior to January 1, 1987, only the

lesser of (A) the amount of the Participant's Employee Regular

and Special Contributions in excess of 6% of his Total

Compensation or (B) one-half of his Employee Regular and Special

Contributions shall be taken into account as Annual Additions

for that Limitation Year; plus


                          -70-

<PAGE>



                    (v)  any contributions allocated to any

individual medical account (within the meaning of Section

415(l)(2) of the Code).

        12.11  "Annuity Starting Date" means the first day of
                ---------------------
the first period for which a benefit under the Plan is payable

as an annuity and, in the case of a benefit not payable in the

form of an annuity, the first day on which all events have

occurred entitling the Participant or Former Participant to such

benefit.

        12.12  "Bayway" means the Bayway Refining Company and
                ------
any successor thereof which is either the Company or an

Affiliate of the Company.

        12.13  "Beneficiary" means the person or persons
                -----------
designated by a Participant or Former Participant under Section

5.7 to receive, upon the death of such Participant or Former

Participant, any remaining benefit under the Plan.  If, in

accordance with the terms of a Qualified Domestic Relations

Order, a portion of a Participant's Account is segregated for

the benefit of an Alternate Payee, then, unless otherwise

provided in the Qualified Domestic Relations Order,

"Beneficiary" means the person or persons designated by the

Alternate Payee to receive the segregated portion of the

Participant's Account upon the Alternate Payee's death.  Such

designation may be made, revoked or changed (without the consent

of any previously designated Beneficiary) only by an instrument

(in a form acceptable to the Administrative Committee) signed by


                            -71-

<PAGE>



the Alternate Payee and filed with the Administrative Committee

before the Alternate Payee's death.  In the absence of such a

designation and at any time when there is no existing

Beneficiary designated by the Alternate Payee, the Alternate

Payee's Beneficiary will be his estate.

        12.14  "Board of Directors" means the Board of Directors
                ------------------
of the Company or any person empowered by the Company's

certificate of incorporation or by-laws or by resolution of the

Company's Board of Directors to exercise the powers of the

Company's Board of Directors with respect to the Plan.

        12.15  "Break in Service" means an Eligibility
                ----------------
Computation Period in which an Employee fails to complete at

least 501 Hours of Service.

        12.16  "CILP Contributions" means contributions made to
                ------------------
the Trust Fund by an Employer in lieu of a pension pursuant to

clause (i) of Section 3.5.3, or the predecessor provision of the

1986 Restatement.

        12.17  "Claimant" means a Participant, Former
                --------
Participant or Beneficiary who files a claim for benefits.

        12.18  "Code" means the Internal Revenue Code of 1986,
                ----
as it may be amended from time to time.

        12.19  "Collective Bargaining Agreement" means any
                -------------------------------
contract between an Employer and the representative of a

collective bargaining unit and shall include any letter or


                             -72-

<PAGE>



memorandum of understanding representing an agreement between

such parties with respect to the Plan.

        12.20  "Company" means Tosco Corporation, a Nevada
                -------
corporation.

        12.21  "Company Stock" means the common stock of the
                -------------
Company.

        12.22  "Company Stock Fund" means the Investment Fund
                ------------------
maintained pursuant to Section 8.2.2.

       12.23  "Compensation" means, for the period with respect
               ------------
to which a payroll deduction is made, the sum of the base pay

paid to a Participant by an Employer for each monthly period for

services rendered to the Employer.  For purposes of this

definition, "base pay" shall mean (i) 173.33 times the hourly

rate of pay with respect to hourly paid Employees, and (ii) base

monthly salary with respect to all other Employees, and shall

exclude any such salary or wages not paid due to the

Participant's receipt of benefits from any governmental

disability program; provided, however, that with respect to

shift Employees of Bayway who work 12-hour schedules and are

members of a collective bargaining unit, the term "Compensation"

shall include base pay plus scheduled overtime pay and shift

differential; and provided, further, that with respect to

Employees at the Company's Riverhead and Tosco Pipeline

facilities who regularly work less than 40 hours per week, and

Employees who are employed in a retail capacity, base pay shall

mean the actual hours worked in any applicable month times the


                                -73-

<PAGE>



hourly rate of pay with respect to such Employees.

Notwithstanding the preceding, for the Plan Year beginning

January 1, 1993, the term "Compensation" shall not include any

amounts in excess of $235,840, as adjusted by the Adjustment

Factor.  For purposes of computing Employee Contributions and

Employer Matching Contributions for Plan Years beginning prior

to January 1, 1993, the Compensation taken into account in any

payroll period is limited to an amount which, when annualized,

would not exceed $150,000.  Employer Non-Matching Contributions

for Plan Years beginning in 1989 through 1993 shall be based on

Compensation that may not exceed $200,000, multiplied by the

Adjustment Factor.  For Plan Years beginning on or after January

1, 1994, the term "Compensation" shall not include any amounts

in excess of $150,000, as adjusted for the cost-of-living

adjustment made under Section 415(d) of the Code for such Plan

Year, except that the base period for purposes of Section

415(d)(1)(A) of the Code shall be the calendar quarter beginning

October 1, 1993; provided, however, that if, for any Plan Year

beginning after December 31, 1994, the excess (if any) of (i)

$150,000, increased by the cost-of-living adjustment for such

Plan Year, over (ii) the dollar amount in effect under this

sentence for such Plan Year, is equal to or greater than

$10,000, then the $150,000 amount (as previously adjusted) for

the subsequent Plan Year shall be increased by the amount of

such excess, rounded to the next lowest multiple of $10,000.  In

determining Compensation subject to the dollar limitations, the



                            -74-

<PAGE>



rules of Section 414(q)(6) of the Code shall apply, except in

applying such rules, the term "family" shall include only the

Spouse of the Participant and any lineal descendants of the

Participant who have attained age 19 before the close of the

Plan Year.

        12.24  "Contribution Percentage" means the ratio of the
                -----------------------
sum of Employee After-Tax Contributions and Employer Matching

Contributions made on behalf of a Participant for a Plan Year to

the Participant's Total Compensation for such Plan Year.

        12.25  "Contributory Participation" means the period,
                --------------------------
measured in months, during which (i) a Participant makes

Employee Deferred or After-Tax Contributions or (ii) he is an

Employee who is no longer eligible to contribute to the Plan

under Section 1.2, but he has Contributory Participation that

was credited to him before his eligibility ended, provided such

period was not otherwise credited to him.

        12.26  "Deferral Percentage" means the ratio of Employee
                -------------------
Deferred Contributions authorized by a Participant for the Plan

Year to the Participant's Total Compensation for such Plan Year.

        12.27  "Deferred Contribution Agreement" means a written
                -------------------------------
arrangement in which a Participant agrees to reduce his

Compensation, and his Employer agrees to contribute the amount

so reduced to the Plan as an Employee Deferred Contribution.



                               -75-

<PAGE>


        12.28  "Defined Benefit Plan Fraction" means, with
                -----------------------------
respect to a defined benefit pension plan for any Limitation

Year, a fraction:

                    (i)  whose numerator is the Participant's

projected annual benefit under such defined benefit pension plan

(determined as of the close of such Limitation Year); and

                   (ii)  whose denominator is the lesser of (A)

the product of 1.25 times $90,000, multiplied by the Adjustment

Factor; provided, however, that such adjusted dollar limit will

not become effective for purposes of the Plan for Limitation

Years ending before the January 1st of the calendar year for

which such adjustment is announced, or (B) the product of 1.4

times 100% of the Participant's average Total Compensation for

the three consecutive years of participation in such defined

benefit pension plan during which he received the greatest

aggregate Total Compensation from the Employer.  If a

Participant was a participant as of the first day of the first

Limitation Year beginning after December 31, 1986, in one or

more defined benefit plans maintained by the Employer or Related

Employer which were in existence on May 6, 1986, the denominator

of this fraction will not be less than 125% of the sum of the

annual benefits under such plans which the Participant had

accrued as of the close of the last Limitation Year beginning

before January 1, 1987, disregarding any changes in the terms

and conditions of the plan after May 5, 1986.  The preceding

sentence applies only if the defined benefit plans individually


                               -76-

<PAGE>



and in the aggregate satisfied the requirements of section 415

for all Limitation Years beginning before January 1, 1987.

        12.29  "Defined Contribution Plan Fraction" means, for
                ----------------------------------
any Limitation Year, a fraction:

                    (i)  whose numerator is the sum of the

Annual Additions credited to the Participant's Account under the

Plan and to his accounts under all other defined contribution

plans maintained by the Employer or a Related Employer in such

Limitation Year and for all prior Limitation Years; and

                   (ii)  whose denominator is the sum of the

lesser of the following amounts determined for such Limitation

Year and for each prior Limitation Year:  (A) the product of

1.25 times the dollar limitation under Section 415(c)(1) of the

Code, as in effect for such Limitation Year, or (B) the product

of 1.4 times 25% of the Participant's Total Compensation for

such year.

        If a Participant was a participant as of the end of the

first day of the first Limitation Year beginning after December

31, 1986, in one or more defined contribution plans maintained

by the employer which were in existence on May 6, 1986, the

numerator of this fraction will be adjusted if the sum of this

fraction and the defined benefit fraction would otherwise exceed

1.0 under the terms of the Plan.  Under the adjustment, an

amount equal to the product of (1) the excess of the sum of the

fractions over 1.0 times (2) the denominator of this fraction,

will be permanently subtracted from the numerator of this


                             -77-

<PAGE>



fraction.  The adjustment is calculated using the fractions as

they would be computed as of the end of the last Limitation Year

beginning before January 1, 1987, and disregarding any changes

in the terms and conditions of the plan made after May 5, 1986,

but using the limitation under section 415 of the Code

applicable to the first Limitation Year beginning on January 1,

1987.

        The Annual Addition for any Limitation Year beginning

before January 1, 1987, shall not be recomputed to treat all

Employee Contributions as annual additions.

        12.30  "Determination Date" means the last day of the
                ------------------
preceding Plan Year.

        12.31  "Eligibility Computation Period" means the 12
                ------------------------------
consecutive month period beginning with an Employee's Employment

Commencement Date, provided, that in the event the Employee

fails to complete 1,000 Hours of Service during such period, the

Eligibility Computation Period for such Employee shall mean the

Plan Year which includes the first anniversary of his Employment

Commencement Date, and, where additional Eligibility Computation

Periods are necessary as to such Employee, succeeding Plan

Years.

        12.32  "Employee" means a person on the payroll of the
                --------
Company or an Affiliate whose wages are subject to withholding

for federal income tax purposes and any Leased Employee deemed

to be an Employee as provided in Sections 414(n) or (o) of the

Code.


                             -78-

<PAGE>



        12.33  "Employee After-Tax Contributions" means
                --------------------------------
contributions made to the Trust Fund on or after January 1, 1993

under Section 3.2 and Employee Regular Contributions and

Employee Special Contributions made prior to January 1, 1993.

        12.34  "Employee Contributions" means the sum of all
                ----------------------
Employee Deferred and After-Tax Contributions.

        12.35  "Employee Deferred Contributions" means
                -------------------------------
contributions to the Trust Fund under Section 3.1 or the

predecessor provision of the 1986 Restatement, representing the

Compensation a Participant elected to defer or forego pursuant

to a Deferred Contribution Agreement.

        12.36  "Employee Regular Contributions" means employee
                ------------------------------
regular contributions to the Trust Fund made pursuant to the

terms of the Plan as in effect prior to January 1, 1993.

        12.37  "Employee Special Contributions" means employee
                ------------------------------
contributions to the Trust Fund made pursuant to the terms of

the Plan as in effect prior to January 1, 1993, in excess of the

maximum employee deferred or regular contributions permitted

under the Plan as then in effect.

        12.38  "Employer" means the Company, Bayway (effective
                --------
as of April 8, 1993) and any other Affiliate that has adopted

the Plan and not withdrawn under Section 9.4.

        12.39  "Employer Contributions" means the sum of all
                ----------------------
Employer Matching and Non-Matching Contributions.

        12.40  "Employer Matching Contributions" means
                -------------------------------
contributions made to the Trust Fund by an Employer under


                            -79-

<PAGE>



Section 3.5.2 or the predecessor provision of the 1986

Restatement.

        12.41  "Employer Non-Matching Contributions" means
                -----------------------------------
contributions made to the Trust Fund by an Employer under

Section 3.5.3 or the predecessor provision of the 1986

Restatement, including CILP Contributions.

        12.42  "Employment Commencement Date" means the date an
                ----------------------------
Employee first performs an Hour of Service as an Employee,

except as otherwise provided in Section 2.2.2 with respect to a

Year of Severance or Section 2.3 with respect to a Break in

Service.

        12.43  "Entry Date" means the first day of January and
                ----------
the first day of the applicable payroll period commencing each

month, as the case may be.

        12.44  "ERISA" means the Employee Retirement Income
                -----
Security Act of 1974, as it may be amended from time to time.

        12.45  "Family Member" means the Spouse, lineal
                -------------
ascendants or descendants and the spouses of such lineal

ascendants or descendants of an Employee or former Employee.

        12.46  "Five Percent Owner"  has the meaning set forth
                ------------------
below:

                    (i)  if the Employer is a corporation, any

person who owns, or is considered to own under Section 318 of

the Code, as modified by Section 416, more than 5% of the

outstanding stock of the Employer or more than 5% of the total

combined voting power of all of the stock of the Employer; or


                             -80-

<PAGE>



                   (ii)  if an Employer is not a corporation,

any person who owns, or is considered to own under Section 416

of the Code, more than 5% of the capital or profits interest in

the Employer.  The aggregation rules of Subsections (b), (c) and

(m) of Section 414 of the Code do not apply for purposes of

determining who is a Five Percent Owner.

        12.47  "Former Participant" means a person who has
                ------------------
ceased to be a Participant but who is entitled to immediate or

deferred benefits under the Plan.

        12.48  "Hardship" means an immediate and heavy financial
                --------
need of a Participant, determined in a uniform and nondiscrimina-

tory manner by the Administrative Committee on the basis of all

relevant facts and circumstances and information supplied by the

Participant.

        12.49  "Hardship Withdrawal" means, with respect to Plan
                -------------------
Years beginning after December 31, 1988, a withdrawal of any

portion, up to and including 100%, of a Participant's Account

attributable to Employee Deferred Contributions (excluding any

earnings credited thereon after December 31, 1988), made only

after the Participant establishes, to the satisfaction of the

Administrative Committee, that he has incurred a Hardship, and

that the amount to be withdrawn will not exceed the amount

required to meet the Hardship.

        12.50  "Highly Compensated Employee" means, effective
                ---------------------------
January 1, 1987, an Employee of the Company or an Affiliate who,

during the Plan Year or the preceding Plan Year,


                           -81-

<PAGE>


                    (i)  was at any time a Five Percent Owner;

                   (ii)  received Total Compensation in excess

of $75,000, multiplied by the Adjustment Factor;

                  (iii)  received Total Compensation in excess

of $50,000, multiplied by the Adjustment Factor, and his Total

Compensation exceeded the Total Compensation received by at

least 80% of the remaining Employees of the Company and its

Affiliates during the same Plan Year; or

                   (iv)  was an officer and his Total

Compensation either exceeded the Total Compensation of all other

Officers of the Company and its Affiliates or exceeded 50% of

the dollar limit in Section 415(b)(1)(A) of the Code, as

adjusted for increases in the cost of living.  Notwithstanding

the preceding, with respect to any Plan Year beginning on or

after January 1, 1991, the determination of the group of Highly

Compensated Employees shall be made in accordance with the

calendar year calculation election contained in the regulations

promulgated under Section 414(q) of the Code, and such group of

Highly Compensated Employees shall consist of each employee who,

solely during the Plan Year for which the determination is being

made, is described in clauses (i), (ii), (iii) or (iv) of this

Section 12.50.

        For purposes of this Section 12.50, Total Compensation

includes salary deferrals under Sections 125, 402(e)(3) and

402(h)(1)(B) of the Code.  If an Employee is a Five Percent

Owner or one of the 10 Employees of the Company and its


                             -82-

<PAGE>



Affiliates with the highest Total Compensation and any Family

Member is an Employee of the Company or an Affiliate, then such

Family Member is not treated as an Employee of the Company or

the Affiliate, and any Total Compensation paid to such person

and any benefits allocated to such person will be treated as if

paid or allocated to the Highly Compensated Employee.  In

determining whether an Employee is a Highly Compensated Employee

for purposes of this Section 12.50, any Employee who is a Highly

Compensated Employee during the current Plan Year under

Subsections (ii), (iii) or (iv), but was not a Highly

Compensated Employee during the immediately preceding Plan Year

(without regard to this sentence) is not treated as a Highly

Compensated Employee unless he is one of the 100 Employees of

the Company and its Affiliates with the highest Total

Compensation of the current Plan Year.  Notwithstanding the

preceding, an Employee is not taken into account for purposes of

this Section 12.50 if he has completed a Period of Service of

less than six months, is normally credited with less than 17-1/2

Hours of Service per week, normally works less than six months

during the year, has not reached age 21, is not eligible to

participate in the Plan under Section 1.2 or would not be

eligible to participate in the Plan under Section 1.2 if he was

employed by an Employer.  A former Employee of the Company or an

Affiliate who was a Highly Compensated Employee when he

separated from service or at any time after he reached age 55


                              -83-

<PAGE>



will continue to be treated as a Highly Compensated Employee

under the Plan.

        12.51  "Hour of Service" means an hour for which an
                ---------------
Employee is directly or indirectly paid, or entitled to payment,

by the Employer, for the performance of duties.  Hours of

Service include each hour for which back pay has either been

awarded or agreed to by the Employer, irrespective of mitigation

of damages.  Such hours are credited to the Employee for the

computation periods to which the award or agreement pertains

rather than the computation period in which the award, agreement

or payment is made.  Hours of Service also include each hour for

which the Employee is directly or indirectly paid, or entitled

to payment, by the Employer for reasons (such as vacation,

sickness or temporary disability) other than for the performance

of duties during the applicable computation period; provided,

however, that an employee shall not be credited with Hours of

Service on account of (i) payments made or due under a plan

maintained solely for the purpose of complying with applicable

workmen's compensation or unemployment compensation or

disability insurance law, or (ii) payments which solely

reimburse an Employee for medical or medically related expenses

incurred by him.  For purposes of eligibility to participate in

the Plan pursuant to Section 1.1, in determining Hours of

Service for any Employee whose Employment Commencement Date is

after December 31, 1994, the following rules shall apply:


                            -84-

<PAGE>



                     (i) an Employee shall not be credited with

more than 501 Hours of Service on account of any single

continuous period during which he performs no duties (whether or

not such period occurs in a single Eligibility Computation

Period);

                    (ii) the number of Hours of Service to be

credited to an Employee for any period during which he performs

no duties shall be determined in accordance with Department of

Labor Regulations 29 CFR Sections 2530.200b-2(b) and 2530.200b-

2(c);          (iii) an Employee shall be deemed to have

performed 45 Hours of Service per week while engaged in the

Armed Forces of the United States, provided the Employee is

discharged from such service under conditions that, as a matter

of law, entitle him to reemployment rights and such Employee

does, in fact, resume his status as an Employee within such

period as he has reemployment rights; and

                   (iv) with respect to an Employee whose

Compensation is not determined on the basis of certain amounts

for each hour worked during a given period, the Employee shall

be credited with 45 Hours of Service for each week for which the

Employee would be credited with at least one Hour of Service on

account of the performance of duties.

        12.52  "Investment Committee" means the investment
                --------------------
committee appointed by the Board of Directors under Section

7.1.1.


                             -85-

<PAGE>



        12.53  "Investment Fund" means the various investment
                ---------------
vehicles that the Investment Committee causes to be maintained

in the Trust Fund in accordance with Section 8.2, in which a

Participant can elect to invest his Account.

        12.54  "Investment Manager" means a person who satisfies
                ------------------
the requirements of Section 3(38) of ERISA and who is appointed

by the Investment Committee to manage, acquire and dispose of

assets of the Trust Fund or a portion of the Trust Fund, to the

extent specified in such appointment.

        12.55  "Key Employee" means an individual who is, or
                ------------
was, at any time during the five year period ending with the

Determination Date:

                    (i)  an Officer and Employee whose Total

Compensation exceeds 50% of the dollar limit in Section

415(b)(1)(A) of the Code, as adjusted for increases in the cost

of living;

                   (ii)  a Top Ten Owner and Employee who has at

least a 0.5% ownership interest in the Employer, and whose Total

Compensation exceeds the dollar limit in Section 415(c)(1)(A) of

the Code, as adjusted for increases in the cost of living;

                  (iii)  a Five Percent Owner;

                   (iv)  a One Percent Owner and Employee whose

Total Compensation exceeds $150,000; or

                    (v)  the Beneficiary of any individual

specified in Subsections (i) through (iv).


                              -86-

<PAGE>



For purposes of this Section 12.47, Total Compensation includes

salary deferrals under Sections 125, 402(e)(3) and 402(h)(1)(B)

of the Code.

        12.56  "Leased Employees" has two alternative meanings.
                ----------------
If leased employees (as defined in Section 414(n)(2) of the

Code) constitute more than 20% of the non-highly compensated

work force (as defined in Section 414(n)(5)(C)(ii) of the Code)

of the Company and its Affiliates, then the term "Leased

Employees" means all such leased employees.  If, however, such

leased employees constitute 20% or less of such non-highly

compensated work force, then the term "Leased Employees" means

only those of such leased employees who are not covered by a

plan described in Section 414(n)(5) of the Code.

        12.57  "Limitation Year" means the Plan Year.
                ---------------
        12.58  "Non-Key Employee" means an Employee who is not a
                ----------------
Key Employee.

        12.59  "Normal Retirement Date" means the later of a
                ----------------------
Participant's or Former Participant's 65th birthday or the fifth

anniversary of his participation in the Plan.

        12.60  "Officer" means an individual who is an executive
                -------
in the regular and continued service of the Company or an

Affiliate.  Notwithstanding the preceding, the number of

Officers may not exceed:

                    (i)  three, if the number of Employees of

the Company and its Affiliates does not exceed 30;


                           -87-

<PAGE>



                   (ii)  10% of the number of Employees of the

Company and its Affiliates, if the number of Employees of the

Company and its Affiliates is more than 30 but less than 500;

and

                  (iii)  50, if the number of Employees of the

Company and its Affiliates is 500 or more.

        If the number of Officers exceeds the limits set forth

in this Section 12.60, then the Officers with the highest annual

Total Compensation (provided, however, that in calculating such

Total Compensation, salary deferrals under Sections 125,

402(e)(3) and 402(h)(1)(B) of the Code are disregarded) among

all Officers during the "applicable period" are considered

Officers for purposes of the Plan.  For purposes of this Section

12.60, the "applicable period" means, with respect to the

definition of Highly Compensated Employee, the Plan Year and the

immediately preceding Plan Year, and with respect to Article 10,

the five year period ending with the Determination Date.

        12.61  "One Percent Owner" has the same meaning as Five
                -----------------
Percent Owner, except that "1%" is substituted for "5%" wherever

the latter percentage appears in the definition of Five Percent

Owner.

        12.62  "Participant" means an Employee who has met the
                -----------
requirements for participation in, and has signified his

acceptance of, the Plan under Article 1.

        12.63  "Period of Service" means a period of service
                -----------------
performed for the Company or an Affiliate by an Employee


                          -88-

<PAGE>



beginning on the Employee's Employment Commencement Date and

ending on his Severance from Service Date.

        12.64  "Period of Severance" means the period beginning
                -------------------
on an Employee's Severance From Service Date and ending on the

date he again performs an Hour of Service.

        12.65  "Phillips Stock Fund" means an Investment Fund
                -------------------
whose assets are invested and reinvested in common stock issued

by Phillips Petroleum Company.

        12.66  "Plan" means the Tosco Corporation Capital
                ----
Accumulation Plan, as embodied herein and as it may be amended

from time to time.

        12.67  "Plan Administrator" means the person, group of
                ------------------
persons, firm or corporation serving as plan administrator under

Section 7.2.

        12.68  "Plan Quarter" means the three month period
                ------------
ending on March 31st, June 30th, September 30th or December

31st, as the case may be.

        12.69  "Plan Year" means the 12 month period beginning
                ---------
January 1 and ending the following December 31.

        12.70  "Preretirement Survivor Annuity" means a life
                ------------------------------
annuity under a commercial annuity contract purchased by the

Trustee, at the direction of the Administrative Committee, with

the proceeds of the Account balance of a Participant or Former

Participant who died before his Annuity Starting Date, which

annuity is delivered to the surviving Spouse.


                             -89-

<PAGE>



        12.71  "Qualified Domestic Relations Order" means a
                ----------------------------------
domestic relations order that meets the requirements of Section

414(p) of the Code.

        12.72  "Qualified Joint and Survivor Annuity" means a
                ------------------------------------
commercial annuity payable for the life of a Participant or

Former Participant with a survivor annuity for the life of the

surviving Spouse equal to one-half of the annuity payable for

the Participant or Former Participant's life.  It is purchased

by the Trustee, at the direction of the Administrative

Committee, with the proceeds of the Participant's or Former

Participant's Account balance, and then delivered to him.

        12.73  "Related Employer" means any other entity that is
                ----------------
either (i) along with an Employer, a member of a controlled

group of corporations (as defined in Section 414(b) of the Code,

as modified by Section 415 (h) of the Code), or (ii) a trade or

business, whether or not incorporated, under common control (as

defined in Section 414(c) of the Code, as modified by Section

415(h) of the Code) with an Employer, or (iii) an employer that

forms, along with an Employer, an "affiliated service group" (as

defined in Section 414(m) of the Code or regulations under

Section 414(o) of the Code).

        12.74  "Rollover Contribution" means a contribution
                ---------------------
which meets the requirements of clause (i) below, but which does

not include any voluntary or mandatory employee contributions to

a retirement plan or annuity plan described in clause (i),

unless they were transferred to the Plan under clause (ii):


                            -90-

<PAGE>



                    (i)  such contribution represents any

distribution of all or any portion of the balance to the credit

of an Employee in a retirement plan qualified under Section

401(a) of the Code, an annuity under a plan described in Section

403(a) of the Code or an individual retirement account (as

described in Section 408 of the Code), created solely to receive

a Rollover Contribution from an employees' trust described in

Section 401(a) of the Code which is exempt under Section 501(a)

thereof or an annuity plan described in Section 403(a) of the

Code, except that a Rollover Contribution does not include:

                                   (A)  any distribution that is

                    one of a series of substantially equally

                    periodic payments (not less frequently than

                    annually) made for the life (or life

                    expectancy) of an Employee or the joint

                    lives (or joint life expectancies) of the

                    Employee and the Employee's designated

                    Beneficiary, or for a specified period of

                    ten years or more; and

                                   (B)  any distribution to the

                    extent such distribution is required under

                    Section 401(a)(9) of the Code; or

                  (ii)  such contribution represents a direct

plan-to-plan transfer to the Trustee (other than a direct

rollover) from a retirement plan or an annuity plan described in

clause (i), of all or a portion of the benefit to which the



                             -91-

<PAGE>


Participant or Former Participant was entitled under such

transferor plan.

        12.75  "Severance From Service Date" means the earlier
                ---------------------------
of:

                    (i)  the date the Employee quits, retires,

is discharged or dies; or

                   (ii)  the later of:

                         (A)  the first anniversary of the first

               date of a period during which the Employee

               remains continuously absent from service with the

               Employer if his absence from service is on

               account of an authorized leave of absence (with

               or without pay), including military leave,

               vacation, holiday, sickness, disability or

               layoff; or

                         (B)  the second anniversary of the

               first date of a period of continuous absence from

               service with the Employer, for reason of (1) the

               pregnancy of the Employee, (2) the birth of the

               Employee's child, (3) the placement of a child

               with the Employee in connection with the adoption

               of such child by the Employee or (4) caring for

               such child for a period beginning immediately

               following such birth or placement.

        Notwithstanding clause (ii), if an Employee is

continuously absent from service with the Employer for more than


                               -92-

<PAGE>



one year for a reason described in subclause (B), the period

between the first and second anniversaries of the Employee's

first date of absence shall not be treated as a Year of Service

for any purpose under the Plan and no Contributory Participation

shall be credited to such Employee for such period.  In the case

of a person on an authorized military leave who returns to the

employ of the Company or an Affiliate immediately upon

expiration of the period during which his rights as a veteran

are protected, the period specified in clause (i) will be

extended until the date his authorized leave of absence ends.

        12.76  "Spousal Consent" means the written consent of a
                ---------------
Participant's Spouse to an election, designation of a Bene-

ficiary other than the Spouse, or withdrawal, as the case may

be, that acknowledges the effect of such consent and is

witnessed by a Plan representative or a notary public; provided,

that a Spousal Consent is only effective with respect to the

Spouse who gave it.

        12.77  "Spouse" means the person to whom a Participant
                ------
or Former Participant is married at the specified time.  A

former spouse is considered as a "Spouse" to the extent required

under a Qualified Domestic Relations Order.

        12.78  "Super Top-Heavy Plan" has the same meaning as
                --------------------
"Top-Heavy Plan" except that "90%" is substituted for "60%"

wherever the latter percentage appears in the definition of "Top-

Heavy Plan."



                               -93-

<PAGE>



        12.79  "Top-Heavy Plan" means the Plan, if when computed
                --------------
as of the Determination Date and in accordance with Section 416

of the Code, it either:

                    (i)  is not part of an Aggregation Group and

the value of the Accounts of the Key Employees participating in

the Plan exceeds 60% of the aggregate value of the Account of

all Participants, or

                   (ii)  it is part of an Aggregation Group and

the value of the accounts and the present value of the accrued

benefits of the Key Employees participating in the Aggregation

Group exceeds 60% of the value of the Accounts and the present

value of the accrued benefits of all Participants in the

Aggregation Group.

        For purposes of this definition, the Account balances or

accrued benefits of a Participant or Former Participant do not

include any tax-free rollover (as described in Section

402(a)(5)(A) or 408(d)(3) of the Code) or plan-to-plan transfer

that is either:

                    (x)  made, but not at the Participant's or

Former Participant's initiation, from the Plan (or, if

applicable, from any plan that is part of the Aggregation Group)

to another employee benefit plan maintained by the Company; or

                    (y)  made, at the Participant's or Former

Participant's initiation, to the Plan (or, if applicable, to any

plan that is part of the Aggregation Group) from an employee



                               -94-

<PAGE>



benefit plan not maintained by the Company or a Related

Employer.

        For purposes of this definition, the Account balance or

accrued benefit of a Participant or Former Participant includes

any distribution from the Plan (or, if applicable, from any plan

that is part of the Aggregation Group) made to him or his

Beneficiary during the Plan Year ending with the Determination

Date and any of the next four preceding Plan Years.  Solely for

purposes of determining if the Plan, or any other plan included

in a required Aggregation Group with the Plan, is a Top-Heavy

Plan, the accrued benefit of a Non-Key Employee is determined

under the method, if any, that uniformly applies for accrual

purposes under all plans maintained by the Company and its

Affiliates, or if there is no such method, as if such benefit

accrued not more rapidly than the shortest accrual rate

permitted under the fractional accrual rate in Section

411(b)(1)(C) of the Code.

        For purposes of this definition, the accrued benefit of

an individual who has not performed any service for the Company

at any time during the five year period ending on the

Determination Date, is excluded from the calculation to

determine whether the Plan is a Top-Heavy Plan.

        12.80  "Top Ten Owner" means one of the ten Employees
                -------------
owning, or considered to own under Section 318 of the Code, the

largest interest in the Company.  For purposes of this

definition, if two Employees have the same ownership interest in



                             -95-

<PAGE>



the Company, the one with the greater Total Compensation is

considered to own the larger interest.

        12.81  "Total Compensation" means an Employee's wages,
                ------------------
salary, fees for professional services, and other amounts

received for personal services actually rendered in the course

of employment with the Employer or Related Employer, including,

but not limited to commissions paid to salesmen, compensation

for services on the basis of percentage of profits, commissions

on insurance premiums, tips and bonuses.  However, Total

Compensation does not include:

                    (i)  contributions by the Employer or

Related Employer to the Plan or any other deferred compensation

plan (other than contributions under Section 3.1) to the extent

that, before the application of Section 415 of the Code, such

contributions are not includible in the Participant's gross

income for the taxable year in which contributed;

                   (ii)  contributions by the Employer or

Related Employer to a Simplified Employee Pension under Section

408(k) of the Code, to the extent such contributions are

deductible by the Participant under Section 219 of the Code;

                  (iii)  amounts realized on the exercise of a

non-qualified or incentive stock option;

                   (iv)  amounts realized when restricted stock

or property held by a Participant either becomes freely trans-

ferable or is no longer subject to a substantial risk of

forfeiture;


                         -96-

<PAGE>



                    (v)  amounts realized from the sale,

exchange or other disposition of stock acquired under an

incentive stock option;

                   (vi)  amounts that receive special tax

benefits, such as premiums for group term life insurance, to the

extent not includible in the Participant's gross income for

federal income tax purposes; or

                  (vii)  for purposes of Section 4.6, amounts in

excess of $200,000, multiplied by the Adjustment Factor and,

effective as of January 1, 1994, amounts in excess of $150,000,

as adjusted in accordance with Section 401(a)(17) of the Code.

        12.82  "Total Withdrawal" means a withdrawal of 100% of
                ----------------
a Participant's Account attributable to Employer Matching Con-

tributions that have been credited to his Account for at least

24 months, and Employee After-Tax Contributions, including any

earnings thereon.

        12.83  "Trust" means the trust agreement entered into by
                -----
and between the Investment Committee and the Trustee, as it may

be amended from time to time.

        12.84  "Trust Fund" means the assets held by the Trustee
                ----------
for the benefit of Participants, Former Participants and

Beneficiaries.

        12.85  "Trustee" means the trustee or trustees appointed
                -------
by the Investment Committee to hold the assets of the Plan under

Section 8.1 and the Trust, including any successor trustees the

Investment Committee may appoint.


                           -97-

<PAGE>



        12.86  "Year of Service" means, with respect to any
                ---------------
Employee whose Employment Commencement Date is prior to January

1, 1995, a one year Period of Service beginning on the

Employee's Employment Commencement Date.

        12.87  "Year of Severance" means the 12 consecutive
                -----------------
month period beginning on an Employee's or Former Employee's

Severance From Service Date and during which he does not perform

an Hour of Service as an Employee.

        12.88  "Valuation Date" means the last day of each
                --------------
calendar month and any business day selected by the Trustee for

valuing an Investment Fund, except that for purposes of Article

10, "Valuation Date" is December 31st.





                                -98-

<PAGE>






                           APPENDIX I

                SPECIAL PROVISIONS RELATING TO
             THE MERGER WITH THE TOSCO CORPORATION
          EMPLOYEE STOCK OWNERSHIP PLAN AND THE TOSCO
      CORPORATION TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
      ----------------------------------------------------
        1.     The Tosco Corporation Employee Stock Ownership
Plan (the "ESOP") and the Tosco Corporation Tax Credit Employee
Stock Ownership Plan (the "TCESOP") shall be merged into, and be
continued as part of, the Tosco Corporation Capital Accumulation
Plan (the "Plan"), effective as of July 30, 1993.

        2.     Immediately following the merger, all assets of
the ESOP and TCESOP shall be combined to form an Investment Fund
which shall be known as the "Tosco Common Stock Fund".
Participants in the ESOP and TCESOP (each such person being
referred to as an "ESOP Participant" and "TCESOP Participant",
respectively, for purposes of this Appendix I) will then have
allocated to their respective Accounts a number of shares of the
Tosco Common Stock Fund having a value at least equal to the
value of the assets held in their respective ESOP and TCESOP
accounts immediately prior to the merger.

        3.     As of the date of the merger, the sum of the
account balances in the ESOP and TCESOP and the Plan immediately
prior to the Merger shall be equal to the fair market value
(determined as of the date of the merger) of the entire assets
of the Plan immediately following the merger.

        4.     No Participant may elect to convert any portion
of his Plan Account to the Tosco Common Stock Fund, nor may any
Participant elect to allocate any Employee Contributions or
Employer Contributions to the Tosco Common Stock Fund.  An ESOP
Participant or TCESOP Participant may elect to transfer amounts
invested in the Tosco Common Stock Fund to another Investment
Fund, subject to the terms and conditions of the Plan.

        5.     Company Stock held under the Plan shall be voted
by the Trustee.  Each Participant holding in his Account any
shares of the Tosco Common Stock Fund may direct the Trustee to
vote the pro-rata portion of the number of shares of Company
Stock held in the Tosco Common Stock Fund allocable to his
Account.  This pro-rata portion shall be determined by dividing
the number of shares of Company Stock held in the Tosco Common
Stock Fund by the number of outstanding shares of the Tosco
Common Stock Fund, then multiplying the result by the number of
shares of the Tosco Common Stock Fund allocable to the
Participant's Account.  Before each annual or special meeting of
its stockholders, the Company shall cause to be sent to each
such Participant on the record date of such meeting, a copy of
its proxy solicitation materials, together with a form


                               A-1

<PAGE>



requesting instructions to the Trustee on how to vote the
allocable shares of Company Stock (including fractional shares).
Upon receipt of such instructions, the Trustee shall vote the
shares as instructed.  Shares of Company Stock for which no
instructions are received shall be voted, for or against, by the
Trustee in the same proportion as the shares for which the
Trustee has received instructions from the Participants.
Participants shall be the named fiduciaries under ERISA for
voting purposes with respect to the shares of Company Stock held
in the Tosco Common Stock Fund and allocated to their Accounts.

        6.     Any dividends paid on Company Stock held in the
Tosco Common Stock Fund may in the sole discretion of the
Trustee be retained as cash or a cash equivalent, or be
reinvested in Company Stock, which shall be purchased by the
Trustee at fair market value at the time of purchase.

        7.     This Section 7 of Appendix I, which reflects the
ESOP diversification requirements under Section 401(a)(28) of
the Code, shall be effective as of January 1, 1992 and shall
expire on July 30, 1993.

              (a)  For purposes of this Section 7 of Appendix
        I, the following definitions shall apply:

                         (1)  "Qualified Participant" shall mean
               an ESOP Participant who had attained age 55 and
               who had completed at least 10 years of active
               participation in the ESOP; and

                         (2)  "Qualified Election Period" shall
               mean the period beginning with the date on which
               the Participant first becomes a Qualified
               Participant and ending with the date of the
               Participant's retirement or termination of
               employment for any other reason.

              (b)  Each Qualified Participant, during the
        Qualified Election Period, shall be permitted to direct
        the ESOP to transfer all or a portion of the
        Participant's Account to the Plan.  Such transfer shall
        be made in cash no later than 90 days after the end of
        the month during which the Participant's direction is
        provided to the Committee under the ESOP.

              (c)  The Participant's direction shall be
        provided to the Committee under the ESOP in writing and
        shall specify, in whole percentages, the portion of the
        Participant's Account to which the direction applies.
        In the event that a Participant specifies that less
        than 100% of his Account is to be transferred, the


                                A-2

<PAGE>



        Participant's direction shall not apply to any
        fractional share resulting from such specification.

              (d)  For purposes of the prohibition against the
        sale of Company Stock provided in Section 7.2 of the
        ESOP, any transfer made in accordance with this Section
        7 of Appendix I shall be deemed to be a distribution
        made under Section 8.1 of the ESOP.

        8.     Notwithstanding any other provision of this Plan
to the contrary, in addition to such payment options as are
available under this Plan, any ESOP Participant or TCESOP
Participant shall be entitled to elect any respective payment
options which were available under the ESOP or TCESOP as in
effect on the date of the merger.

        9.     Company Stock which had been acquired with
proceeds of an exempt loan as provided in Section 7.3 of the
ESOP shall not be subject to a put, call or other option or to a
buy-sell or similar arrangement while held in the Trust or when
distributed from the Plan.  This restriction shall not be
terminable.

        10.    Defined terms used in this Appendix I shall have
the same meaning as used in the Plan.




                             A-3

<PAGE>



                          APPENDIX II

                SPECIAL PROVISIONS RELATING TO
                   CERTAIN EMPLOYEES FORMERLY
           EMPLOYED BY CERTAIN PREDECESSOR EMPLOYERS
           -----------------------------------------

                         1.   The provisions of this Appendix II
                    shall apply to each Employee of an Employer
                    who was an employee of the following
                    predecessor employers (each a "Predecessor
                    Employer") and who, within six months before
                    or after the acquisition by the Employer
                    from the Predecessor Employer of certain
                    assets and business of the Predecessor
                    Employer comprising the business set forth
                    opposite the Predecessor Employer's name,
                    became an Employee of an Employer:

Predecessor Employer     Acquired Business        Acquisition Date
--------------------     -----------------        ----------------
Northville Industries    Riverhead Terminal       6/26/92
 Corp.                   Tosco Pipeline
                           Facilities             10/1/93

Exxon Corporation        Bayway Refining
                           Company                4/8/93

                         Arizona Marketing
                           Facilities             12/16/94

BP America, Inc.         Refining/Marketing
                           Operations in:
                           Washington and
                           Oregon;                12/28/93
                           California             8/18/94


                              Such persons shall hereinafter be
                    referred to as "Covered Employees" for
                    purposes of this Appendix II.

                         2.   Each Covered Employee who
                    completed one Year of Service (or one
                    Eligibility Computation Period in which
                    1,000 Hours of Service were completed, if
                    applicable) as of the first payroll period
                    beginning on or immediately after the date
                    the Employee became a Covered Employee shall
                    be eligible to participate in the Plan on
                    the Entry Date coincident with or next
                    following the first day of such payroll
                    period, in accordance with and


                                   A-1

<PAGE>



                    subject to all of the terms, conditions and
                    provisions of the Plan.

                         3.   Any Covered Employee not referred
                    to in Section 2 of this Appendix II shall be
                    eligible to participate in the Plan on the
                    Entry Date coincident with or next following
                    the date such Covered Employee first
                    satisfies the eligibility requirements set
                    forth in Article 1 of the Plan.

                         4.   For the purpose of determining the
                    eligibility of any Covered Employee to
                    become a Participant under the Plan pursuant
                    to Section 2 or Section 3 of this Appendix
                    II, the Years of Service (or Eligibility
                    Computation Period, if applicable) of each
                    such Covered Employee shall be deemed to
                    have commenced on the first day of his most
                    recent period of continuous service with the
                    Predecessor Employer.

                         5.   For the purpose of determining the
                    amount of the Employer Matching Contribution
                    payable on behalf of each Participant who is
                    a Covered Employee, the months of
                    Contributory Participation of each such
                    Participant shall be deemed to include his
                    months of service with the Predecessor
                    Employer.

                         6.   Defined terms used in this
                    Appendix II shall have the same meaning as
                    the identical defined terms as used in the
                    Tosco Corporation Capital Accumulation Plan.



                                A-2

<PAGE>





                          APPENDIX III

    SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES FORMERLY
       EMPLOYED BY EXXON CORPORATION WHO HAVE TRANSFERRED
        THEIR ACCOUNT BALANCES FROM THE EXXON CORPORATION
               SAVINGS AND INVESTMENT PROGRAM TO THE PLAN
    ---------------------------------------------------------

               1.   The provisions of this Appendix III shall
               apply to each Employee who was a participant in
               the Exxon Corporation Savings and Investment
               Program (the "Exxon Plan") and who transferred
               his account from the Exxon Plan to the Plan in a
               plan-to-plan transfer (other than as a direct
               rollover) and are intended to comply with Section
               411(d)(6) of the Code and the regulations
               promulgated thereunder.  Such persons shall
               hereinafter be referred to as "Covered Employees"
               for purposes of this Appendix III.

               2.   For purposes of Section 6.3.1 of the Plan, a
               Covered Employee may not make an After-Tax
               Withdrawal during the six-month period following
               an After-Tax Withdrawal.  This provision shall
               not apply on or after January 1, 1996.

               3.   Notwithstanding any other Plan provision, a
               Covered Employee may make an After-Tax Withdrawal
               with respect to gains on equity securities in his
               account.  This provision shall not apply on or
               after January 1, 1996, provided that such
               expiration of this provision shall be conditioned
               on the Company's receipt of a determination by
               the Internal Revenue Service (in a form
               satisfactory to counsel for the Company) that the
               expiration of the provisions of this Section 3 of
               Appendix III does not adversely affect the
               qualification of the Plan and its related trust
               under Sections 401(a) and 501(a) of the Code.  In
               the event that the Internal Revenue Service does
               not issue such a determination, this provision
               shall remain in effect and shall not expire on
               January 1, 1996.

               4.   Notwithstanding any other Plan provision,
               any Covered Employee entitled to receive a
               distribution pursuant to Article 5 of the Plan
               who elects a lump sum payment under Section 5.5
               may elect to receive his benefit, in whole or in
               part, in the form of whole shares of common stock
               of Exxon Corporation, with the value of any
               fractional shares paid in cash.  The election



                                 A-1

<PAGE>



               under this Section 4 of this Appendix III may be
               made without regard to the Investment Funds in
               which the Covered Employee's Account is invested.
               This provision shall not apply on or after
               January 1, 1996, provided that such expiration of
               this provision shall be conditioned on the
               Company's receipt of a determination by the
               Internal Revenue Service (in a form satisfactory
               to counsel for the Company) that the expiration
               of the provisions of this Section 4 of
               Appendix III does not adversely affect the
               qualification of the Plan and its related trust
               under Sections 401(a) and 501(a) of the Code.  In
               the event that the Internal Revenue Service does
               not issue such a determination, this provision
               shall remain in effect and shall not expire on
               January 1, 1996.

               5.   A Covered Employee who defers the
               commencement of his benefit payments pursuant to
               Section 5.8.3 of the Plan shall be furnished with
               the following options regarding the time of the
               distribution of his Accounts in the event of his
               death prior to his attaining age 70:

                         (i)  distribution immediately following
                    his death; or

                         (ii) distribution at the beginning of
                    the calendar year following the year in
                    which the Covered Employee's death occurred
                    (or, if death occurs in the year in which
                    the Covered Employee would have attained age
                    70, at the first of the month following the
                    month in which the Covered Employee would
                    have attained age 70).

                    This provision shall not apply on or after
               January 1, 1996, provided that such expiration of
               this provision shall be conditioned on the
               Company's receipt of a determination by the
               Internal Revenue Service (in a form satisfactory
               to counsel for the Company) that the expiration
               of the provisions of this Section 5 of
               Appendix III does not adversely affect the
               qualification of the Plan and its related trust
               under Sections 401(a) and 501(a) of the Code.  In
               the event that the Internal Revenue Service does
               not issue such a determination, this provision
               shall remain in effect and shall not expire on
               January 1, 1996.


                                  A-2

<PAGE>


               6.   Defined terms used in this Appendix III
               shall have the same meaning as the identical
               defined terms as used in the Tosco Corporation
               Capital Accumulation Plan.














                                 A-3

<PAGE>






                          APPENDIX IV

                    SPECIAL PROVISIONS RELATING TO
             CERTAIN EMPLOYEES OF THE COMPANY EMPLOYED
              AT THE CHEMICAL PLANT OF THE AVON REFINERY
              ------------------------------------------

                         1.   The provisions of this Appendix IV
                    shall apply to each Employee of the Company
                    who is employed at the chemical plant of the
                    Avon refinery and is in a collective
                    bargaining unit.  Such persons shall
                    hereinafter be referred to as "Covered
                    Employees" for purposes of this Appendix IV.

                         2.   For purposes of Sections 3.1.2 and
                    3.2.1 of the Plan, a Covered Employee may
                    agree to defer during a Plan Year (or make
                    Employee After-Tax Contributions in lieu of
                    Employee Deferred Contributions), in whole
                    percentages, up to 13% of Compensation, but
                    not less than 2% of Compensation.

                         3.   For purposes of Section 3.5.2 of
                    the Plan, the   Employer Matching
                    Contribution in any Plan Year for each
                    Covered  Employee shall be an amount equal
                    to 60% of the total amount of Employee
                    Deferred and After-Tax Contributions made by
                    or on behalf of such Covered Employee in
                    that Plan Year, not exceeding 7% of his
                    Compensation, regardless of the Covered
                    Employee's credited months of Contributory
                    Participation.

                         4.   The provisions of this Appendix IV
                    are subject to the terms of the Collective
                    Bargaining Agreement covering Covered
                    Employees.  In the event that the Collective
                    Bargaining Agreement is revised, the
                    Collective Bargaining Agreement shall
                    supersede the provisions of this Appendix
                    IV.

                         5.   Defined terms used in this
                    Appendix IV shall have the same meaning as
                    the identical defined terms as used in the
                    Tosco Corporation Capital Accumulation Plan.



                                     A-1

<PAGE>



                                  APPENDIX V
                                  ----------
                         1.   Categories of employment for which
                    Employer Matching Contributions pursuant to
                    Section 3.5.2 shall not be made:

                         Customer Service
                         Representatives employed by the Tosco
                         Northwest Division of Tosco Corporation.

                         2.   Categories of employment for which
                    CILP Contributions pursuant to clause (i) of
                    Section 3.5.3 shall not be made:

                         Retail Managers and
                         Customer Service Representatives employed
                         by the Tosco Northwest Division of Tosco
                         Corporation.


                         3.   Categories of employment for which
                    Employer Non-Matching Contributions pursuant to
                    clause (ii) of Section 3.5.3 shall not be made:

                         (A) employees of
                         Tosco Corporation employed at the
                         Avon refinery, the Ferndale
                         refinery or the Spokane terminal
                         who are in a collective bargaining
                         unit, (B) employees of Tosco
                         Corporation employed at the
                         Chemical Plant of the Avon
                         refinery who are in a collective
                         bargaining unit, (C) employees of
                         Bayway Refining Company employed
                         as follows: (1) at the Bayway
                         Refinery, (2) Long Island
                         marketing employees and Riverhead
                         employees in a collective
                         bargaining unit and (3) Pipeline
                         employees and (D) Retail Managers
                         and Customer Service
                         Representatives employed by the
                         Tosco Northwest Division of Tosco
                         Corporation.


                                    A-1

<PAGE>



                            AMENDMENT

                              TO THE

            TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

          (As Amended and Restated as of January 1, 1993)

                          Amendment No. 1
                          ---------------


          THIS AMENDMENT NO. 1 is made to the Tosco Corporation

Capital  Accumulation Plan (as Amended and Restated as of January 1,

1993) (the "Plan");

          WHEREAS,  Section  9.1  of the Plan  provides  that  the

Board of Directors of Tosco Corporation (the "Company") may amend

the Plan at any time, subject to certain limitations not

pertinent hereto; and

          WHEREAS, the Board of Directors of the Company wishes to

amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1.   The following sentence is hereby added at the end

of Section 1.2:

               "Notwithstanding Section 1.1 or any other
               provision  of the Plan, effective as of October  1,
               1995, any Employee who is a Customer Service
               Representative shall not be eligible to participate
               in the Plan."

          2.   The  amendment contained in Paragraph 1  shall  be

effective as of October 1, 1995.


<PAGE>



          3.   Except to the extent hereinabove set forth, the Plan

shall remain in full force and effect without change or

modification.



          IN WITNESS WHEREOF, the Company has caused this

Amendment No. 1 to be executed by its duly authorized officer

and its corporate seal affixed hereto this 14th day of
                                           ----
September, 1995.
---------






                                   TOSCO CORPORATION

                                   By: /s/James M. Cleary
                                       ------------------
                                       Senior Vice President




ATTEST:

/s/ Wilkes McClave
---------------------









                                    -2-

<PAGE>




                            AMENDMENT

                              TO THE

            TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

          (As Amended and Restated as of January 1, 1993)

                          Amendment No. 2
                          ---------------


          THIS AMENDMENT NO. 2 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January 1,

1993) (the "Plan");

          WHEREAS, Section 9.1 of the Plan provides that the Board

of Directors of Tosco Corporation (the "Company") may amend the

Plan at any time, subject to certain limitations not pertinent

hereto; and

          WHEREAS, the Board of Directors of the Company wishes to

amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1.   A new Appendix VI is hereby added to the Plan, to

read in its entirety as follows:

                           "APPENDIX VI

                  SPECIAL PROVISIONS RELATING TO
                    CERTAIN EMPLOYEES FORMERLY
          EMPLOYED BY CARWASH ENTERPRISES INCORPORATED
          --------------------------------------------


          1.   The provisions of this Appendix VI shall apply to each
               Employee of an Employer who was an employee of Carwash
               Enterprises Incorporated or an affiliate thereof (the
               "Predecessor Employer") and who, immediately after the
               acquisition by the Company or the Employer from the
               Predecessor Employer of certain assets and business of
               the




<PAGE>




               Predecessor Employer, became an Employee of an
               Employer.  Such persons shall hereinafter be
               referred to as  "Covered Employees" for purposes
               of this Appendix VI.

          2.   Each Covered Employee who completed one Eligibility
               Computation Period in which 1,000 Hours of Service
               were completed as of the first payroll period
               beginning on or immediately after the date the
               Employee became a Covered Employee shall be
               eligible to participate in the Plan on January 1,
               1996, in accordance with and subject to all of the
               terms, conditions and provisions of the Plan.

          3.   Any Covered Employee not referred to in Section 2
               of this Appendix VI shall be eligible to
               participate in the Plan on the Entry Date
               coincident with or next following the date such
               Covered Employee first satisfies the eligibility
               requirements set forth in Article 1 of the Plan.

          4.   For the purpose of determining the eligibility of
               any Covered Employee to become a Participant under
               the Plan pursuant to Section 2 or Section 3 of this
               Appendix VI, the Eligibility Computation Period of
               each such Covered Employee shall be deemed to have
               commenced on the first day of his most recent
               period of continuous service with the Predecessor
               Employer and Hours of Service shall be deemed to
               include hours of service with the Predecessor
               Employer.

          5.   For the purpose of determining the amount of the
               Employer Matching Contribution payable on behalf of
               each Participant who is a Covered Employee, the
               months of Contributory Participation of each such
               Participant shall be deemed to include his months
               of service with the Predecessor Employer.

          6.   Defined terms used in this Appendix VI shall have
               the same meaning as the identical defined terms as
               used in the Tosco Corporation Capital Accumulation
               Plan."

          2.   The amendment contained in Paragraph 1 shall be

effective as of January 1, 1996; provided, however, that if the

acquisition by the Company of certain assets of Carwash

Enterprises Incorporated is not consummated on or prior to

                              A-2


<PAGE>



January 1, 1996, the amendment contained in Paragraph 1 shall be

void and of no force or effect.



          3. Except to the extent hereinabove set forth, the Plan

shall remain in full force and effect without change or

modification.



          IN WITNESS WHEREOF, the Company has caused this

Amendment No. 2 to be executed by its duly authorized officer and

its corporate seal affixed hereto this 21st day of December, 1995.
                                       ----        --------


                                        TOSCO CORPORATION



                                        By /s/James M. Cleary
                                          -------------------




ATTEST:

Wilkes McClave
----------------








                                A-3

<PAGE>




                             AMENDMENT

                              TO THE

            TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

          (As Amended and Restated as of January 1,1993)

                          Amendment No.3
                          --------------


          THIS AMENDMENT NO.3 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January 1,

1993) (the "Plan");

          WHEREAS, Section 9.1 of the Plan provides that the Board

of Directors of Tosco Corporation (the "Company") may amend the Plan

at any time, subject to certain limitations not pertinent hereto;

and

          WHEREAS, the Board of Directors of the Company wishes to

amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1. Section 1.2 of the Plan is hereby amended by adding

the following at the end thereof:

             "Notwithstanding any other provision of the Plan to
             the contrary, effective as of January 1, 1998, those
             Employees who are employed in Tosco Marketing Company
             (a division of the Company) at a store shall not be
             eligible to participate in the Plan."

          2. Section 5.9 of the Plan is hereby amended by deleting

the reference to "$3,500" and by substituting "$5,000" in its

stead.

          3. The second sentence of Section 12.23 of the Plan is

hereby amended to read as follows:

            "For purposes of this definition, 'base pay' shall
            mean (i) the actual hours worked in any applicable
            month times the hourly rate of pay with respect to
            hourly paid Employees, and (ii) base monthly salary



<PAGE>


            with respect to all other Employees, and shall exclude
            any such salary or wages not paid due to the
            Participant's receipt of benefits from any
            governmental disability program; provided, however,
            that with respect to shift Employees of Bayway who
            work 12-hour schedules and are members of a collective
            bargaining unit, the term 'Compensation' shall include
            base pay plus scheduled overtime pay and shift
            differential."

          4. Section 5 of Appendix II to the Plan is hereby

clarified by adding the following at the end thereof:


            ", excluding, however, his first 12 months of service
            with the Predecessor Employer (during which first 12
            months of service no employee would be eligible to
            participate in the Plan)".

          5. Section 5 of Appendix VI to the Plan is hereby

clarified by adding the following at the end thereof:


            ", excluding, however, his first 12 months of service
            with the Predecessor Employer (during which first 12
            months of service no employee would be eligible to
            participate in the Plan)".

          6. A new Appendix VII is hereby added to the Plan, to

read in its entirety as follows:


                              "APPENDIX VII

                    SPECIAL PROVISIONS RELATING TO CERTAIN
                            EMPLOYEES FORMERLY
                  EMPLOYED BY CERTAIN PREDECESSOR EMPLOYERS
                  -----------------------------------------

          1. The provisions of this Appendix VII shall apply to
             each Employee of an Employer who was an employee of
             the following predecessor employers (each a
             'Predecessor Employer') and who, during the period
             beginning six months before the acquisition by the
             Employer from the Predecessor Employer of certain
             assets and business of the Predecessor Employer
             comprising the business set forth opposite the
             Predecessor Employer's name and ending on December
             31, 1997, became an Employee of an Employer:



                                  -2-

<PAGE>


                                                       Acquisition
Predecessor Employer     Acquired Business                 Date
--------------------     -----------------             -----------

BP America, Inc.         Marcus Hook Refinery             2/2/96
                         (Trainer) and East Coast
                         Refining and Marketing
                         Operations

UnoCal 76 Products Group Certain Refining, Marketing,     4/1/97
                         Distributing, Corporate and
                         Shared Services Operations


             Such persons shall hereinafter be referred to as
             'Covered Employees' for purposes of this Appendix
             VII.

          2. Each Covered Employee who completed one Eligibility
             Computation Period in which 1,000 Hours of Service
             were completed as of the first payroll period
             beginning on or immediately after the date the
             Employee became a Covered Employee shall be eligible
             to participate in the Plan on the Entry Date
             coincident with or next following the first day of
             such payroll period, in accordance with and subject
             to all of the terms, conditions and provisions of the
             Plan.

          3. Any Covered Employee not referred to in Section 2 of
             this Appendix VII shall be eligible to participate in
             the Plan on the Entry Date coincident with or next
             following the date such Covered Employee first
             satisfies the eligibility requirements set forth in
             Article I of the Plan.

          4. For the purpose of determining the eligibility of any
             Covered Employee to become a Participant under the
             Plan pursuant to Section 2 or Section 3 of this
             Appendix VII, the Eligibility Computation Period of
             each such Covered Employee shall be deemed to have
             commenced on the first day of his most recent period
             of continuous service with the Predecessor Employer
             and Hours of Service shall be deemed to include hours
             of service with the Predecessor Employer.

          5. For the purpose of determining the amount of the
             Employer Matching Contribution payable on behalf of
             each Participant who is a Covered Employee, the
             months of Contributory Participation of each such
             Participant shall be deemed to include his months of
             service with the Predecessor Employer, excluding,
             however, his first 12 months of service with the


                                   -3-

<PAGE>

             Predecessor Employer (during which first 12 months of
             service no employee would be eligible to participate
             in the Plan).

          6. Notwithstanding any other provision of the Plan to
             the contrary, Employer Non-Matching Contributions
             pursuant to clause (ii) of Section 3.5.3 shall not be
             made with respect to any Covered Employees.

          7. Defined terms used in this Appendix VII shall have
             the same meaning as the identical defined terms as
             used in the Tosco Corporation Capital Accumulation
             Plan."

          7. A new Appendix VIII is hereby added to the Plan, to

read in its entirety as follows:

                          "APPENDIX VIII

                  SPECIAL PROVISIONS RELATING TO
                    CERTAIN EMPLOYEES FORMERLY
                  EMPLOYED BY CIRCLE K STORES INC
                  -------------------------------

          1.   The provisions of this Appendix VIII shall apply
               to each Employee who is employed in Tosco
               Marketing Company (a division of the Company)
               other than at a store and who, immediately prior
               to becoming an Employee had been an employee of
               Circle K Stores Inc. (the "Predecessor Employer").
               Such persons shall hereinafter be referred to as
               "Covered Employees" for purposes of this Appendix
               VIII.

          2.   Each Covered Employee who completed one Eligibility
               Computation Period in which 1,000 Hours of Service
               were completed as of January 1, 1998 shall be
               eligible to participate in the Plan on January 1,
               1998, in accordance with and subject to all of the
               terms, conditions and provisions of the Plan.

          3.   Any Covered Employee not referred to in Section 2
               of this Appendix VIII shall be eligible to
               participate in the Plan on the Entry Date
               coincident with or next following the date such
               Covered Employee first satisfies the eligibility
               requirements set forth in Article 1 of the Plan.


          4.   For the purpose of determining the eligibility of
               any Covered Employee to become a Participant under
               the Plan pursuant to Section 2 or Section 3 of
               this Appendix VIII, the Eligibility Computation
               Period of each such Covered Employee shall be
               deemed to have commenced on the first day of his
               most recent period of continuous service with the
               Predecessor


                                   -4-

<PAGE>



               Employer and Hours of Service shall be
               deemed to include hours of service with the
               Predecessor Employer.

          5.   Notwithstanding any other provision of the Plan to
               the contrary, Employer Non-Matching Contributions
               pursuant to clause (ii) of Section 3.5.3 shall not
               be made with respect to any Covered Employees.

          6.   Notwithstanding any other provision of the Plan to
               the contrary, each Covered Employee who was a
               participant in The Circle K Kash Plus Plan (the
               'Circle K Plan') and who transfers his account from
               the Circle K Plan to the Plan in a plan-to-plan
               transfer may, after reaching age 59-1/2, ask to
               withdraw his balance attributable to those amounts
               which constituted his Elective Account, Rollover
               Account and Matching Account under and as defined
               in the Circle K Plan. No less than $500 (or the
               total amount available, if less) may be withdrawn
               under this Section 5. Only one withdrawal may be
               made in any Plan Year. Amounts withdrawn under this
               Section 5 may not be repaid to the Plan. The
               provisions of this Section 5 are intended to comply
               with Section 41l(d)(6) of the Code and the
               regulations promulgated thereunder.

          7.   Defined terms used in this Appendix VIII shall have
               the same meaning as the identical defined terms as
               used in the Tosco Corporation Capital Accumulation
               Plan."

          8. The amendments contained in Paragraphs 1, 2 and 3

shall be effective as of January 1, 1998; the amendment contained

in Paragraph 4 shall be effective as if originally set forth in

Appendix II to the Plan; the amendment contained in Paragraph 5

shall be effective as if originally set forth in Appendix VI to

the Plan; the amendment contained in Paragraph 6 shall be

effective as indicated in Appendix VII as added to the Plan

pursuant to said Paragraph 6; and the amendment contained in

Paragraph 7 shall be effective as indicated in Appendix VIII as

added to the Plan pursuant to said Paragraph 7.


                                  -5-

<PAGE>




          9. Except to the extent hereinabove set forth, the

Plan shall remain in full force and effect without change or

modification.

          IN WITNESS WHEREOF, the Company has caused this

Amendment No.3 to be executed by its duly authorized officer as of

the 31st day of December, 1997.





                                   TOSCO CORPORATION



                                   By /s/ Wanda Williams
                                     -------------------





                                 -6-

<PAGE>





                             AMENDMENT

                              TO THE

            TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

          (As Amended and Restated as of January 1, 1993)

                          Amendment No.4
                          --------------

          THIS AMENDMENT NO.4 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January

1, 1993) (the "Plan");

          WHEREAS, Section 9.1 of the Plan provides that Tosco

Corporation (the "Company") may amend the Plan at any time,

subject to certain limitations not pertinent hereto; and

          WHEREAS, the Company wishes to amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1. Section 1.1 of the Plan is hereby amended by adding

the following at the end thereof:

               "Notwithstanding the preceding, an Employee whose
               Employment Commencement Date is on or after
               January 1, 1999, who is scheduled to be credited
               with at least 1,000 Hours of Service during the
               Eligibility Computation Period beginning on his
               Employment Commencement Date and who will not be a
               Highly Compensated Employee at any time during
               such Eligibility Computation Period shall, in
               addition to becoming eligible to participate in
               the Plan pursuant to the preceding sentence, be
               eligible to become a Participant for purposes of
               electing to make Employee Deferred Contributions
               to the Plan pursuant to Section 3.1, as of the
               first Entry Date following his Employment
               Commencement Date, provided such Employee
               signifies his acceptance of the Plan in accordance
               with Section 1.4 and is employed by the Employer
               as of such Entry Date and provided, further, that,
               notwithstanding any other Plan provision, no
               Employer Matching Contributions under Section
               3.5.2, CILP Contributions under Section 3.5.3(i)
               or Employer Non-Matching Contributions under
               Section 3.5.3(ii) shall be made, nor will any
               Contributory Participation be credited, with
               respect to such an Employee, for or on account of
               any period of time, or any Employee Deferred
               Contributions made, prior to the Entry Date
               following the date on which the Employee satisfies
               the minimum service requirement set forth in the
               preceding sentence. For purposes of this Section
               1.1, an Employee shall be treated as a Highly
               Compensated Employee if, on the basis of his


<PAGE>


               starting salary, his annualized Total Compensation
               exceeds $80,000 (as adjusted by the Adjustment
               Factor).  If an Employee's annualized Total
               Compensation does not exceed such amount on the
               basis of his starting salary but would exceed such
               amount based on any additional compensation
               received by the Employee during the initial
               Eligibility Computation Period, or any Plan Year
               beginning within such Eligibility Computation
               Period, then such Employee's Employee Deferred
               Contributions, if any, will cease being made until
               the Entry Date following the date on which he
               completes an Eligibility Computation Period in
               which he is credited with 1,000 Hours of Service."

          2.   The last sentence of Section 1.2 of the Plan, as

added by Amendment No.3 to the Plan, is hereby clarified to read

as follows:

               "Notwithstanding any other provision of the Plan
               to the contrary, effective as of January 1, 1998,
               those Employees who are employed in Tosco
               Marketing Company (a division of the Employer) at
               a store shall not be eligible to participate in
               the Plan."

          3.   Sections 3.1.4 and 3.1.5 of the Plan are hereby

amended to read in their entirety as follows:


               "3.1.4 Change of Election. The percentage, if any,
                      ------------------
               designated by a Participant under Section 3.1.1
               shall continue in effect without regard to changes
               in his Compensation, provided that no increase in
               Compensation will cause the dollar limitation in
               Section 3.1.3 to be exceeded. A Participant may
               change his percentage designation, effective as of
               any Entry Date, by giving prior notice to the
               Trustee, in accordance with such procedures as are
               established by the Trustee.

               3.1.5 Suspension of Election. A Participant may
                     ----------------------
               suspend his Employee Deferred Contributions,
               effective as of any Entry Date, by giving prior
               notice to the Trustee, in accordance with such
               procedures as are established by the Trustee. A
               Participant who has suspended his Employee
               Deferred Contributions may resume them, effective
               as of any subsequent Entry Date, by giving prior
               notice to the Trustee, in accordance with such
               procedures as are established by the Trustee."

          4.   Sections 3.2.2 and 3.2.3 of the Plan are hereby

amended to read in their entirety as follows:


               "3.2.2 Change of Election. The percentage, if any,
                      ------------------
               designated by a Participant under Section 3.2.1
               shall continue in effect without regard to changes
               in his Compensation. A Participant may change his
               percentage designation under Section 3.2.1,
               effective as of any Entry Date, by giving prior
               notice to the Trustee, in accordance with such
               procedures as are established by the Trustee.

               3.2.3 Suspension of Election. A Participant
                     ----------------------
               may suspend his Employee After-Tax Contributions,
               effective as of any Entry Date, by giving prior


                                      2

<PAGE>


               notice to the Trustee, in accordance with such
               procedures as are established by the Trustee. A
               Participant who has suspended his Employee After-
               Tax Contributions may resume them, effective as of
               any subsequent Entry Date, by giving written notice
               to the Trustee, in accordance with such procedures
               as are established by the Trustee."

          5.   Clause (ii) of Section 3.5.3 of the Plan is hereby

amended by adding the following at the end thereof:

               "Notwithstanding any other provision of the Plan to
               the contrary, no Non-Matching Contributions under
               this clause (ii) shall be made (A) with respect to
               any Participant whose Employment Commencement Date
               is on or after January 1, 1998, or (B) with respect
               to any Participant whose Employment Commencement
               Date is prior to January 1, 1998 and who transfers
               his employment, on or after January 1, 1998, to the
               Bayway Refining Company."

          6.   Section 12.38 of the Plan is hereby amended to read

in its entirety as follows:

               "12.38 'Employer' means the Company, Bayway
                       --------
               (effective as of April 8, 1993), Circle K Stores
               Inc. (effective as of January 1, 1998) and any
               other Affiliate that has adopted the Plan and not
               withdrawn under Section 9.4."

          7.   Section 2 of Appendix V to the Plan is hereby

amended to read in its entirety as follows:

               "2. Categories of employment for which CILP
               Contributions pursuant to clause (i) of Section
               3.5.3 shall not be made:

               (A)   effective as of January 1, 1998, any employee
                     who is employed in Tosco Marketing Company (a
                     division of the Employer) and who either is
                     an employee of Circle K Stores Inc., or had
                     been an employee of Circle K Stores Inc.
                     immediately prior to becoming an employee of
                     Tosco Corporation, other than any such
                     employee who is categorized as a truck
                     driver,

               (B)   effective as of January 1, 1998, employees
                     who are Shared Services employees other than
                     those who are employed as follows: (1) at a
                     refinery, or (2) in Tosco Distribution
                     Company (a division of the Employer), and

               (C)   any employee who is employed in Tosco
                     Marketing Company (a division of the
                     Employer) and whose Employment Commencement
                     Date is on or after January 1, 1997, other
                     than any such employee who is categorized as
                     a truck driver."

          8.   The amendments contained in Paragraphs 1, 3 and 4

shall be effective as of January 1, 1999; the amendments contained

in Paragraphs 2, 5 and 6 shall be effective as of

                                   3

<PAGE>


January 1, 1998; and the amendment contained in Paragraph 7 shall

be effective as indicated in Section 2 of Appendix V as amended

pursuant to said Paragraph 7.

          9.   Except to the extent hereinabove set forth, the

Plan shall remain in full force and effect without change or

modification

          IN WITNESS WHEREOF, the Company has caused this

Amendment No. 4 to be executed by its duly authorized officer as

of the lst day of January, 1998.



                                   TOSCO CORPORATION


                                   By /s/ Wanda Williams
                                     -------------------







                                  4


<PAGE>

                            AMENDMENT

                              TO THE

           TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

         (As Amended and Restated as of January 1, 1993)

                         Amendment No. 5
                         ---------------

          THIS AMENDMENT NO. 5 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January

1, 1993) (the "Plan");

          WHEREAS, Section 9.1 of the Plan provides that Tosco

Corporation (the "Company") may amend the Plan at any time,

subject to certain limitations not pertinent hereto; and

          WHEREAS, the Company wishes to amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:

          1.    A new Appendix IX is hereby added to the Plan, to

read in its entirety as follows:


<PAGE>




                          "APPENDIX IX

                 SPECIAL PROVISIONS RELATING TO
                   CERTAIN EMPLOYEES FORMERLY
            EMPLOYED BY CERTAIN PREDECESSOR EMPLOYERS
            -----------------------------------------

          1. The provisions of this Appendix IX shall apply to
             each Employee of an Employer who was an employee of
             the following predecessor employers (each a
             'Predecessor Employer') and who, within six months
             before or after the acquisition by the Employer from
             the Predecessor Employer of certain assets and
             business of the Predecessor Employer comprising the
             business set forth opposite the Predecessor
             Employer's name, became an Employee of an Employer:

Predecessor Employer  Acquired Business      Acquisition Date
--------------------  -----------------      ----------------
BP Amoco Corporation  Certain Marketing         7/1/99
                      Operations

Boardman Petroleum,   Certain Marketing         10/1/99
Inc.                  Operations


             Such persons shall hereinafter be referred to as
             'Covered Employees' for purposes of this Appendix
             IX.

          2. Each Covered Employee who completed one Eligibility
             Computation Period in which 1,000 Hours of Service
             were completed as of the first payroll period beginning
             on or immediately after the date the Employee became a
             Covered Employee shall be eligible to participate in
             the Plan on the Entry Date coincident with or next
             following the first day of such payroll period, in
             accordance with and subject to all of the terms,
             conditions and provisions of the Plan.

          3. Any Covered Employee not referred to in Section 2 of
             this Appendix IX shall be eligible to participate in
             the Plan on the Entry Date coincident with or next
             following the date such Covered Employee first
             satisfies the eligibility requirements set forth in
             Article 1 of the Plan.

          4. For the purpose of determining the eligibility of
             any Covered Employee to become a Participant under
             the Plan pursuant to Section 2 or Section 3 of this
             Appendix IX, the Eligibility Computation Period of
             each such Covered Employee shall be deemed to have
             commenced on the first day of his most recent period
             of continuous service with the Predecessor Employer
             and Hours of Service shall be deemed to include
             hours of service with the Predecessor Employer.


                                     -2-

<PAGE>


          5. For the purpose of determining the amount of the
             Employer Matching Contribution payable on behalf
             of each Participant who is a Covered Employee, the
             months of Contributory Participation of each such
             Participant shall be deemed to include his months
             of service with the Predecessor Employer, excluding,
             however, his first 12 months of service with the
             Predecessor Employer.

          6. Notwithstanding any other provision of the Plan to the
             contrary, Employer Non-Matching Contributions pursuant
             to clause (ii) of Section 3.5.3 shall not be made with
             respect to any Covered Employees.

          7. Defined terms used in this Appendix IX shall have the
             same meaning as the identical defined terms as used in
             the Tosco Corporation Capital Accumulation Plan."

          2. This Amendment No. 5 shall be effective as

indicated in Appendix IX as added to the Plan pursuant to this

Amendment No. 5.


          3.   Except to the extent hereinabove set forth, the

Plan shall remain in full force and effect without change or

modification.

          IN WITNESS WHEREOF, the Company has caused this

Amendment No. 5 to be executed by its duly authorized officer as

of the 1st day of July, 1999.


                                   TOSCO CORPORATION


                                   By /s/ Wilkes McClave
                                     --------------------





                                   -3-

<PAGE>



                            AMENDMENT

                             TO THE

           TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

         (As Amended and Restated as of January 1, 1993)

                         Amendment No. 6
                         ---------------

          THIS AMENDMENT NO. 6 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January

1, 1993) (the "Plan");

          WHEREAS, Section 9.1 of the Plan provides that Tosco

Corporation (the "Company") may amend the Plan at any time,

subject to certain limitations not pertinent hereto; and

          WHEREAS, the Company wishes to amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended as follows:


          1.   Article 5 of the Plan is hereby amended by adding
the following at the end thereof:

                    "5.10 Vesting and Forfeitures.
                          -----------------------
                    (a)  The provisions of this Section 5.10
          shall apply to any Participant whose initial
          Employment Commencement Date is on or after January
          1, 2000.  Such persons shall hereinafter be referred
          to as 'Vesting Participants' for purposes of this
          Section 5.10.  Notwithstanding any other Plan
          provision, a Vesting Participant shall have a
          nonforfeitable right to the portion of his Account
          which is attributable to CILP Contributions in
          accordance with the following schedule:



<PAGE>


               Period of Service          Vested Percent
               -----------------          --------------

               Less than 2 years:              0%
               2 or more years but less
                 than 3 years:                25%
               3 or more years but less
                 than 4 years:                50%
               4 or more years but less
                 than 5 years:                75%
               5 years or more:              100%;

          provided, however, that a Vesting Participant's
          Account shall become fully vested upon his Normal
          Retirement Date on or prior to his separation from
          service with the Company and its Affiliates or upon
          his separation from service with the Company and its
          Affiliates due to death or permanent and total
          disability.  Notwithstanding any other Plan
          provision, the distribution and withdrawal provisions
          of the Plan shall apply only to the portion of a
          Vesting Participant's Account which is vested at the
          time of distribution or withdrawal.  Upon a
          distribution of all of the vested portion of a
          Vesting Participant's Account following his
          separation from service with the Company and its
          Affiliates but prior to his incurrence of five
          consecutive one-year Periods of Severance, the
          nonvested portion, if any, of such Account shall be
          forfeited.  If the value of the vested portion of a
          Vesting Participant's Account is zero on the date of
          his separation from service, he shall be deemed to
          have received a distribution.  If distribution of a
          Vesting Participant's Account is not made prior to
          his incurrence of five consecutive one-year Periods
          of Severance, the nonvested portion of the Vesting
          Participant's Account shall be forfeited after the
          Vesting Participant incurs five consecutive one-year
          Periods of Severance and distribution of the vested
          portion of the Vesting Participant's Account shall be
          made at such time as is applicable pursuant to the
          provisions of this Article 5.

               (b)  If a Vesting Participant who does not have
          a nonforfeitable right to his entire Account receives
          a distribution from the Plan prior to the incurrence
          of five consecutive one-year Periods of Severance and
          again becomes a Participant in the Plan before he
          incurs five consecutive one-year Periods of
          Severance, then any amount in his Account which was
          forfeited shall be restored.  If a Vesting
          Participant is entitled to a restoration of a
          forfeiture pursuant to the preceding sentence, the
          amount to be restored shall be equal to the dollar
          amount in his Account which was forfeited and shall
          be restored by allocating other forfeitures arising
          in the year of restoration to such Vesting
          Participant's Account to the extent thereof and an
          additional contribution by the Employer specifically
          allocated to such Vesting Participant's Account to
          the extent that allocable forfeitures are
          insufficient.  The Vesting Participant's right to the
          amount so restored (and to any other portion of his
          Account attributable to CILP Contributions) shall be
          determined in accordance with paragraph (a)



                                    2

<PAGE>




          above based upon his Periods of Service completed both
          prior to and subsequent to his Period of Severance.

               (c)  Forfeitures arising during any Plan Year
          shall be applied first to the restoration of Vesting
          Participants' Accounts pursuant to paragraph (b)
          above and next to the payment of Plan expenses which
          are payable from the Trust Fund or to reduce Employer
          Contributions under Sections 3.5.2 and 3.5.3."

          2.   Section 2 of Appendix V to the Plan is hereby
amended to read in its entirety as follows:

                         "2.  Effective as of January 1, 2000,
               all active Participants who are not covered by a
               qualified defined benefit plan maintained by the
               Company or an Affiliate shall be eligible for
               CILP Contributions pursuant to clause (i) of
               Section 3.5.3."

          3.  A new Appendix X is hereby added to the

Plan, to read in its entirety as follows:


                           "APPENDIX X

                 SPECIAL PROVISIONS RELATING TO
                   CERTAIN EMPLOYEES FORMERLY
               EMPLOYED BY EXXON MOBIL CORPORATION
               -----------------------------------

          1. The provisions of this Appendix X shall apply to
             each Employee who became an employee on March 1,
             2000 and who, immediately prior to such employment,
             had been employed by Exxon Mobil Corporation (the
             'Predecessor Employer'). Such persons shall
             hereinafter be referred to as 'Covered Employees'
             for purposes of this Appendix X.

          2. Each Covered Employee who completed one Eligibility
             Computation Period in which 1,000 Hours of Service were
             completed as of the first payroll period beginning on or
             immediately after March 1, 2000 shall be eligible to
             participate in the Plan on the Entry Date coincident
             with or next following March 1, 2000.

          3. Any Covered Employee not referred to in Section 2 of this
             Appendix X shall be eligible to participate in the Plan on
             the Entry Date coincident with or next following the date
             such Covered Employee first satisfies the eligibility
             requirements set forth in Article 1 of the Plan.


                                       3

<PAGE>



          4. For the purpose of determining the eligibility of any
             Covered Employee to become a Participant under the
             Plan pursuant to Section 2 or Section 3 of this
             Appendix  X, the Eligibility Computation Period of
             each such Covered Employee shall be deemed to have
             commenced on the first day of his most recent period of
             continuous service with the Predecessor Employer and
             Hours of Service shall be deemed to include hours of
             service with the Predecessor Employer.

          5. For the purpose of determining the amount of the
             Employer Matching Contribution payable on behalf of
             each Participant who is a Covered Employee, the
             months of Contributory Participation of each such
             Participant shall be deemed to include his months
             of service with the Predecessor Employer, excluding,
             however, his first 12 months of service with the
             Predecessor Employer.

          6. For the purpose of determining the vested percentage
             of a Covered Employee's Account which is attributable
             to CILP Contributions, the Period of Service of each
             Covered Employee who receives CILP Contributions shall
             be deemed to include his service with the Predecessor
             Employer.

          7. In addition to any Employer Matching Contributions,
             each Plan Year the Employer shall contribute, on behalf
             of each Covered Employee who is listed on Exhibit A
             attached to the Plan and is a Participant in the Plan,
             a Pension Equity Retirement Contribution in an amount
             equal to 5% of his Compensation earned while a
             Participant.

          8. Notwithstanding any other provision of the Plan to the
             contrary, Employer Non-Matching Contributions pursuant
             to clause (ii) of Section 3.5.3 shall not be made with
             respect to any Covered Employees.

          9. Defined terms used in this Appendix XI shall have the
             same meaning as the identical defined terms as used in
             the Tosco Corporation Capital Accumulation Plan."


          4.   A new Exhibit A is hereby added to the Plan, to

read in its entirety as set forth in Annex 1 annexed to this

Amendment No. 6.

          5.   The amendments contained in Paragraphs 1 and 2

shall be effective as of January 1, 2000, and the amendments

contained in Paragraphs 3 and 4 shall be effective as of March

1, 2000.

          6.   Except to the extent hereinabove set forth, the

Plan shall remain in full



                                 4

<PAGE>



force and effect without change or modification.

          IN WITNESS WHEREOF, the Company has caused this

Amendment No. 6 to be executed by its duly authorized officer as

of the 1st day of January, 2000.




                                   TOSCO CORPORATION



                                    By /s/ Wilkes McClave
                                      ---------------------






                                5

<PAGE>


                                                         Annex 1



                            EXHIBIT A


            Participants Eligible for Pension Equity
                    Retirement Contributions


Name                           Social Security Number
-----------------------------  ----------------------
Abbott, Anthony Arthur         ###-##-####
Alton, Roy John                ###-##-####
Astroth, Brian Douglas         ###-##-####
Aversano, Michael J.           ###-##-####
Bluss, Ainars                  ###-##-####
Boen, Wayne L.                 ###-##-####
Bottolfson, Thomas B.          ###-##-####
Bradley, John R.               ###-##-####
Brandenburg, Patricia M.       ###-##-####
Brandt, R. Allen               ###-##-####
Bryt, Jenny Marie              ###-##-####
Bucaro, Jeffrey Alan           ###-##-####
Clarizio, Dominick Romano      ###-##-####
Cohen, Karen M.                ###-##-####
Corner, Dennis R.              ###-##-####
Conley, Stan Christopher       ###-##-####
Costic, Kristin Diane          ###-##-####
Davis, Edmund E.               ###-##-####
Davis, Tyrena E.               ###-##-####
Dickerson, Mike A.             ###-##-####
Doxey, Paul E.                 ###-##-####
Duncan, Barry T.               ###-##-####
Dunleavy, John F.              ###-##-####
Erickson, Brenda Louise        ###-##-####
Estevez, Manuel J.             ###-##-####
Faria, Bryan Keith             ###-##-####
Fontenot, Stacey Moore         ###-##-####
Gabriel, Kenneth P.            ###-##-####
Gamelin, Sr., G. Thomas        ###-##-####
Gasdaska, Jane Katherine       ###-##-####



<PAGE>

Name                           Social Security Number
-----------------------------  ----------------------
Gibson, Christopher Glenn      ###-##-####
Goodwin, John Michael          ###-##-####
Halka, Thomas E.               ###-##-####
Harrison, Douglas J.           ###-##-####
Heflin, Gary L.                ###-##-####
Helt, David                    ###-##-####
Hendler, Roger A.              ###-##-####
Hinkle, Mark James             ###-##-####
Hooven, John Kenneth           ###-##-####
Hooven, Joseph A.              ###-##-####
Hornyak, John Mark             ###-##-####
Houck III, Romulus Vance       ###-##-####
Howard, Todd                   ###-##-####
Hrinak, David F.               ###-##-####
Humphreys, John D.             ###-##-####
Jackson, Edwin Christopher     ###-##-####
Jewett Jr., Edward M.          ###-##-####
Johnson, Gerald Claudius       ###-##-####
Kelly, Michele Renee           ###-##-####
Klein, Henry James             ###-##-####
Kline, Arthur Ray              ###-##-####
Kopcha, Robert Joseph          ###-##-####
Kruger, Jay J.                 ###-##-####
Lam, Patrick                   ###-##-####
Lee, Franklin W.               ###-##-####
Lewis, Gardner Richard         ###-##-####
Little, Ronald E.              ###-##-####
Lombardo, Roseanne T.          ###-##-####
London, Jeffrey Frank          ###-##-####
Lopresti, Ann Marie            ###-##-####
Lutz, Jennifer Marie           ###-##-####
McCullough,Steven George       ###-##-####
McMurphy, Eric Todd            ###-##-####
McFadden, John P.              ###-##-####
Melvin, James E.               ###-##-####
Mendolia, Salvatore Anthony    ###-##-####
Mercurio, Steven Michael       ###-##-####
Michaud, Suzanne Marie         ###-##-####
Miller, Clark Daniel           ###-##-####
Millman, Michael L.            ###-##-####
Milne, Gregory Alan            ###-##-####
Mitchell, Sandy W.             ###-##-####
Montegary, Martin Francis      ###-##-####


<PAGE>


Name                           Social Security Number
-----------------------------  ----------------------
Moore, Daniel George           ###-##-####
Morgan, Brian Llewellyn        ###-##-####
Parks, Robert Scott            ###-##-####
Pochank, Kenneth D.            ###-##-####
Porohnavi, Paul Michael        ###-##-####
Powell, Sherman                ###-##-####
Radomski, Matthew F.           ###-##-####
Rinehart Jr., Lynford R.       ###-##-####
Rose, Patricia Vezina          ###-##-####
Rubino, Jean Ann (Valenza)     ###-##-####
Sheppard, Mark Steven          ###-##-####
Slusher Jr., James Roland      ###-##-####
Smith, Anthony Wayne           ###-##-####
Spruell, Patricia              ###-##-####
Stump, Michael W.              ###-##-####
Sullivan, Diane Marie          ###-##-####
Sutphin, Linda Noreen          ###-##-####
Sweetman, Jeffrey              ###-##-####
Taylor Jr., Darrel Ray         ###-##-####
Thompson, Thomas Patrick       ###-##-####
Troy, John James               ###-##-####
Twele, Donald Allen            ###-##-####
Uma, Joanne S.                 ###-##-####
Wagner, Carroll S.             ###-##-####
Waks, Laura G.                 ###-##-####
Whalen, John E.                ###-##-####
Wilkins, George W.             ###-##-####
Wilson Jr., John P.            ###-##-####
Woodward, Joe D.               ###-##-####
Woolfolk, John Harvey          ###-##-####
Young Jr., Lester              ###-##-####



<PAGE>



                            AMENDMENT

                             TO THE

           TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

         (As Amended and Restated as of January 1, 1993)

                         Amendment No. 7
                         ---------------


     THIS AMENDMENT NO. 7 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of January

1, 1993) (the "Plan");


     WHEREAS, Section 9.1 of the Plan provides that Tosco

Corporation (the "Company") may amend the Plan at any time,

subject to certain limitations not pertinent hereto; and


     WHEREAS, the Company wishes to amend the Plan;


     NOW, THEREFORE, the Plan is hereby amended as follows:



     1.  A new Appendix XI is hereby added to the Plan, to read in
its entirety as follows:

                          "APPENDIX XI

                 SPECIAL PROVISIONS RELATING TO
                   CERTAIN EMPLOYEES FORMERLY
            EMPLOYED BY CERTAIN PREDECESSOR EMPLOYERS
            -----------------------------------------


     1. The provisions of this Appendix XI shall apply to each
        Eligible employee who was an employee of the following
        predecessor employers (each a 'Predecessor Employer')
        and who, within six months before or after the
        acquisition by the Employer from the Predecessor
        Employer of certain assets and business of the
        Predecessor Employer comprising the business set forth
        opposite the Predecessor Employer's name, became an
        Eligible Employee:


<PAGE>



Predecessor Employer  Acquired Business        Acquisition Date
--------------------  -----------------        ----------------
Shell Oil             Wood River Refinery           6/1/00
Company/The
Alliance Companies

BP Amoco Corporation  Alliance Refinery             9/1/00


        Such persons shall hereinafter be referred to as
        'Covered Employees' for purposes of this Appendix XI.

     2. Each Covered Employee who completed one Eligibility
        Computation Period in which 1,000 Hours of Service
        were completed as of the first payroll period beginning
        on or immediately after the date the Employee became a
        Covered Employee shall be eligible to participate in
        the Plan on the Entry Date coincident with or next
        following the first day of such payroll period, in
        accordance with and subject to all of the terms,
        conditions and provisions of the Plan.

     3. Any Covered Employee not referred to in Section 2 of
        this Appendix XI shall be eligible to participate in
        the Plan on the Entry Date coincident with or next
        following the date such Covered Employee first
        satisfies the eligibility requirements set forth in
        Article 1 of the Plan.

     4. For the purpose of determining the eligibility of any
        Covered Employee to become a Participant under the Plan
        pursuant to Section 2 or Section 3 of this Appendix XI,
        the Eligibility Computation Period of each such Covered
        Employee shall be deemed to have commenced on the first
        day of his most recent period of continuous service with
        the Predecessor Employer and Hours of Service shall be
        deemed to include hours of service with the Predecessor
        Employer.

     5. For the purpose of determining the amount of the
        Employer Matching Contribution payable on behalf of
        each Participant who is a Covered Employee, the
        months of Contributory Participation of each such
        Participant shall be deemed to include his months
        of service with the Predecessor Employer, excluding,
        however, his first 12 months of service with the
        Predecessor Employer.

     6. Notwithstanding any other provision of the Plan to
        the contrary, Employer Non-Matching Contributions
        pursuant to clause (ii) of Section 3.5.3 shall not
        be made with respect to any Covered Employees.

     7. Defined terms used in this Appendix XI shall have
        the same meaning as the identical defined terms as
        used in the Tosco Corporation Accumulation Plan."

                                    -2-

<PAGE>

         2. This Amendment No. 7 shall be effective as

indicated in Appendix XI as added to the Plan pursuant to

this Amendment No. 7.

         3. Except to the extent hereinabove set forth, the

Plan shall remain in full force and effect without change

or modification.

     IN WITNESS WHEREOF, the Company has caused this Amendment

No. 7 to be executed by its duly authorized officer as of the

1st day of June, 2000.



                              TOSCO CORPORATION


                              By /s/ Wilkes McClave
                                ----------------------









                               -3-


<PAGE>


                            AMENDMENT

                             TO THE

           TOSCO CORPORATION CAPITAL ACCUMULATION PLAN

         (As Amended and Restated as of January 1, 1993)

                         Amendment No. 8
                         ---------------

     THIS AMENDMENT NO. 8 is made to the Tosco Corporation

Capital Accumulation Plan (as Amended and Restated as of

January 1, 1993) (the "Plan");



     WHEREAS, Section 9.1 of the Plan provides that Tosco

Corporation (the "Company") may amend the Plan at any time,

subject to certain limitations not pertinent hereto; and



     WHEREAS, the Company wishes to amend the Plan;



     NOW, THEREFORE, the Plan is hereby amended, effective

immediately, as follows:



     1.   Section 4.2.3 is amended by adding the following to the
          end thereof:

          "Notwithstanding anything to the contrary in this
          Section 4.2.3, A Participant or Former Participant who
          transfers amounts into or out of the Phillips Stock
          Fund must wait 10 calendar days to make another
          transfer involving the Phillips Stock Fund.  Further,
          all transfers between Investment Funds are subject to
          trading policies established by the fund manager and
          set forth in the fund prospectus for the Investment
          Fund."

     2.   Section 4.2.5 is deleted.

     3.   Sections 5.6.1 and 5.6.2 are deleted and the following
          Section 5.6 is inserted in their place:

          "5.6  Phillips Stock.  Notwithstanding any other Plan
                --------------
          provision, any Participant or Beneficiary entitled to
          receive a distribution pursuant to this Article 5 who
          elects a lump sum payment under Section 5.5 may elect
          to receive his benefit from the Phillips Stock Fund, in
          whole or in part, in the form of whole shares of common
          stock of Phillips Petroleum Company, with the value of
          any fractional shares paid in cash.  In the event an
          election is made to take a portion of the benefit in
          Phillips Stock, the remaining portion shall be
          distributed in cash."

<PAGE>



     4.   Sections 5.11 and  5.12 are deleted and the following
          Section 5.11 is inserted in their place:

          "5.11  Qualified Domestic Relations Orders.
                 -----------------------------------
          Notwithstanding the provisions of Section 1 of this
          Article, the assignment of benefits under this Plan
          shall be made to an "alternate payee" in accordance
          with any "Qualified Domestic Relations Order" as that
          term is defined in Code Section 414(p).  Unless
          expressly limited by other provisions of this plan or
          the terms of a qualified domestic relations order, an
          alternate payee shall have the same rights under this
          Plan as a Beneficiary."

     5.   Article 7 is deleted and the following is inserted in its
          place:

          "                ARTICLE 7
                           ---------
               COMMITTEE AND PLAN ADMINISTRATORS
               ---------------------------------

          7.1  Plan Fiduciaries.  The Board of Directors of Tosco
               ----------------
          Corporation shall appoint a Committee.  The respective
          members, alternates, Chairman and Secretary of the
          Thrift Plan Committee for the Thrift Plan of Phillips
          Petroleum Company ("Phillips Thrift Plan Committee"),
          shall automatically be appointed to serve as members,
          alternates, Chairman and Secretary of the Committee.
          The terms of office of such persons on the Committee
          shall coincide with their terms of office on the
          Phillips Thrift Plan Committee.  The members and
          alternates of the Committee shall serve at the pleasure
          of the Board and without compensation from the Plan,
          but shall be reimbursed by the Company for all
          necessary expenditures incurred in the discharge of
          their duties as members and alternates of the
          Committee.  The Plan Financial Administrator shall be
          the person occupying the position of Treasurer of
          Phillips Petroleum Company or his successor(s).  The
          Plan Benefits Administrator shall be appointed by the
          Board of Directors of Tosco Corporation.

          7.2  Allocation of Fiduciary Responsibilities.
               ----------------------------------------
          7.2.1  Committee.  The Committee shall be a
                 ---------
          fiduciary under the Plan and shall have all powers
          necessary or desirable to discharge the duties relating
          to the administration of the Plan as are delegated to
          it by the Plan and Trust Agreement, including, without
          limitation, the following powers and duties:

          (1)  to establish and enforce such rules, regulations,
          procedures and forms as it shall deem necessary or
          appropriate for:

          (i)  the conduct of its affairs and for the
          administration of the Plan; and

          (ii) the investment of assets of the Plan;

          (2)  to delegate and allocate, in its discretion and to
          the extent it considers appropriate, ministerial or
          discretionary powers and duties (other than the power


<PAGE>




          to finally settle disputes) to one or more persons of
          its selection (whether or not members of the Committee)
          to be its Secretary, Assistant Secretary, Agent or
          Representative.

          (3)  to interpret and administer the Plan and Trust,
          including the resolution of ambiguities,
          inconsistencies and omissions; and

          (4)  to review and resolve any disputes or claims which
          may arise under the Plan, following initial resolution
          by the Plan Benefits Administrator.

          The Committee shall have absolute discretion in
          carrying out its responsibilities, and all
          interpretations, findings of fact and resolutions
          described herein which are made by the Committee shall
          be binding, final and conclusive on all parties.

          Any determination of the Committee may be made by a
          majority of its members at a meeting, or without a
          meeting by a resolution or memorandum signed by a
          majority of its members.

          7.2.2  Plan Financial Administrator.  The Plan
                 ----------------------------
          Financial Administrator shall be a fiduciary and shall
          have responsibility to manage and control the assets of
          the Plan in accordance with the terms of the Plan,
          trust agreements, group annuity contracts, investment
          advisory agreements, guaranteed investment contracts,
          and such other agreements respecting Plan funds as may
          be executed, and, in accordance with such regulations
          and procedures as the Committee may establish, shall
          have the authority and duty:

          (1)  to execute on behalf of the Company, trust
          agreements, guaranteed investment contracts, group
          annuity contracts and investment advisory agreements,
          and to terminate the same;

          (2)  to coordinate the activities of the Trustees,
          insurance companies, banks and investment managers;

          (3)  to implement and monitor the funding of the Plan;

          (4)  to require the Trustees, insurance companies, and
          investment managers to submit reports and allow audits
          of their records and accounts with respect to the
          assets of the Plan;

          (5)  to prepare and file all reports required to be
          filed by the Plan with any governmental agency;

          (6)  to maintain records with respect to the benefits
          of Participants, Beneficiaries and the assets of the
          Plan;

          (7)  to delegate and allocate, in his discretion and to
          the extent he considers appropriate, fiduciary powers
          and duties, whether ministerial or discretionary, to
          one or more persons of his selection.


<PAGE>


          7.2.3  Plan Benefits Administrator.  Subject to such
                 ---------------------------
          regulations and procedures as the Committee may
          establish, the Plan Benefits Administrator shall be a
          fiduciary and shall have the responsibility and
          authority to control the operation and administration
          of the Plan in accordance with the terms of the Plan,
          the trust agreements, group annuity contracts and
          guaranteed investment contracts, to the extent that
          they do not involve control or management of Plan
          assets, which shall include the following:

          (1)  all functions assigned to the Plan Benefits
          Administrator under the terms of the Plan or delegated
          to him by the Committee;

          (2)  the determination of benefit eligibility and
          amount and certification thereof to the Trustees, banks
          and insurance companies;

          (3)  the interpretation and administration of the Plan
          and Trust, including the resolution of ambiguities,
          inconsistencies and omissions, subject to review by the
          Committee as provided in Section 7.9 of this Article;

          (4)  the initial findings of fact and resolution of
          disputes or claims filed pursuant to the procedure, and
          subject to review by the Committee as provided in
          Section 7.9 of this Article;

          (5)  the delegation and allocation in his discretion
          and to the extent he considers appropriate, fiduciary
          powers and duties, whether ministerial or
          discretionary, to one or more persons of his selection;

          (6)  the hiring of persons to provide necessary
          services to the Plan;

          (7)  compliance with all requirements of state or
          federal law relating to disclosure of Plan benefit
          rights to Participants; and

          (8)  the maintenance of all records of the Plan other
          than those required to be maintained by the Committee,
          Plan Financial Administrator, Trustees, insurance
          companies, banks and investment managers.

          In addition, the Plan Benefits Administrator shall have
          the responsibility to prepare and implement procedures
          necessary for the determination of and compliance with
          qualified domestic relations orders pursuant to Code
          Section 414(p), including the control of assets as may
          be required therein, subject to such requirements as
          the Committee shall establish.

          7.3  Chief Financial Officer.  The Chief Financial
               -----------------------
          Officer of Phillips Petroleum Company shall have the
          authority to select Investment Funds for the Plan,
          subject to Section 8.2.

          7.4  Participants as Named Fiduciaries.  A Participant
               ---------------------------------
          or Beneficiary who exercises his authority in
          accordance with Section 8.4 to direct the manner in
          which the Trustee shall vote or respond to an Offer
          with respect to Phillips Stock


<PAGE>


          shall be a named fiduciary of the Plan (within the
          meaning of Section 402(a)(2) of ERISA) as, and to
          the extent, provided in said Section 8.4, but shall
          have no other fiduciary authority or responsibility
          under this Plan.

          7.5  Accounts and Recordkeeping.  The Committee shall
               --------------------------
          maintain accounts which shall accurately reflect from
          time to time the amount of the interest of each
          Participant in the Trust Fund and in its component
          Investment Funds, in accounts reflecting the various
          sources of funds in account and from the earnings and
          appreciation in value, less losses, expenses and
          depreciation in value, if any, which are attributable,
          respectively, to his account.  In addition, the
          Committee shall keep a record of all of its proceedings
          and acts, and shall keep all such other books,
          accounts, records and data as may be necessary for the
          proper administration of the Plan.

          7.6  Reports to Participants.  At least once in each
               -----------------------
          Plan Year, upon the written request of a Participant or
          a Beneficiary, the Plan Benefits Administrator shall
          furnish a written statement showing his interest in the
          Investment Funds as of a specified Valuation Date.

          7.7  Notice Periods.  Any period specified for a notice
               --------------
          to the Committee or Plan Benefits Administrator shall
          begin on the date such notice is received by the
          Committee or Plan Benefits Administrator as applicable.
          The Committee or Plan Benefits Administrator may change
          any of the notice periods specified in the Plan in
          which event advice thereof shall be directed to all
          concerned.

          7.8  Bonding and Indemnification.  Phillips Petroleum
               ---------------------------
          Company shall secure fidelity bonding for the
          fiduciaries of the Plan, as required by Section 412 of
          ERISA.  To the extent permitted by applicable law,
          Phillips shall and hereby agrees to indemnify and save
          harmless each member and alternate member of the
          Committee, the Plan Benefits Administrator, the Plan
          Financial Administrator and each Participant and
          Beneficiary acting as a named fiduciary under this
          Article and Section 8.4, against any and all personal
          liabilities, claims or expenses (including legal fees
          incurred to defend against such liabilities and claims)
          arising out of his discharge in good faith of
          responsibilities under or incident to this Plan.

          7.9  Claims Procedure.
               ----------------
          7.9.1  The Company has the necessary forms for
          securing benefits under the Plan.  The forms are
          available on request and information concerning the
          application for benefits can be obtained by an
          Employee, Participant or Beneficiary from the Plan
          Benefits Administrator on request.  Any claim for
          benefits provided by this Plan shall be presented in
          writing on the appropriate form to the Plan Benefits
          Administrator for interpretation, processing or denial.
          In the event that a claim is denied, in whole or in
          part, by the Plan Benefits Administrator, the Claimant
          shall receive written notice within 90 days after
          receipt of the claim, indicating the following:


<PAGE>


          (1)  The specific reason or reasons for the denial;

          (2)  The specific reference to pertinent Plan provisions
          on which the denial was based;

          (3)  A description of any additional material or
          information necessary for the Claimant to perfect the
          claim and an explanation of why such material or
          information is necessary; and

          (4)  An explanation of the Plan's claim review
          procedure.

          7.9.2.  Any Claimant who feels that a claim has been
          improperly denied may (i) request a review of the
          denial by making a written application to the
          Committee; (ii) review all pertinent documents; and
          (iii) submit issues and comments in writing to the
          Committee.  Any person filing an appeal of the denial
          of a claim by the Plan Benefits Administrator must do
          so in writing within 60 days after receipt of written
          notice of the denial.

          The Committee shall render a decision regarding the
          claim within 60 days after receipt of a request for
          review, unless special circumstances require an
          extension of time for processing, in which case a
          decision shall be rendered within a reasonable period
          of time, but not later than 120 days after receipt of a
          request for review.  The decision shall be in writing
          and shall set forth specific reason(s) for the
          conclusion(s) as well as specific references to
          pertinent Plan provisions on which the decision is
          based.

          7.9.3.  Compliance with the procedures described in
          Sections 7.9.1 and 7.9.2 shall be a condition precedent
          to the filing of any action to obtain any benefit or
          enforce any right which any person may claim under the
          Plan.

          7.10  Transfers to Other Plans.  In connection with a
                ------------------------
          Company's transaction, including, but not limited to
          corporate or other entity merger, disposition,
          acquisition or joint venture, and subject to the prior
          approval of the Plan Benefits Administrator, a
          Participant's account in this Plan may be transferred
          to another plan qualified under Code Section 401(a) in
          a direct plan-to-plan transfer that satisfies all
          applicable requirements of ERISA and the Code.

          7.11  Merger or Consolidation.  In the event of any
                -----------------------
          merger or consolidation of the Plan with, or transfer
          in whole or in part of the assets and liabilities of
          the Plan and related Trust Fund to, any other plan of
          deferred compensation maintained or to be established
          for the benefit of all or some of the Participants or
          Beneficiaries of this Plan, the assets of the Plan and
          related Trust Fund applicable to such Participants or
          Beneficiaries shall be transferred to the other plan
          provided each Participant or Beneficiary shall (if
          either this Plan or the other plan were to terminate)
          receive a benefit immediately after the merger,
          consolidation or transfer which is equal to or greater
          than the benefit he would have been entitled to receive
          immediately before the merger, consolidation, or
          transfer if this Plan had then terminated.



<PAGE>



          7.12  Errors and Misstatements.  If an inadvertent error
                ------------------------
          by the Committee, any other fiduciary or a person
          acting for the Committee or the Plan, or their agents
          or representatives shall occur with respect to the
          benefits of any Participant or Beneficiary, or the
          calculation of Employee or Employer Contributions, or
          any other action or circumstance incident to the
          administration of the Plan, or if in a Participant's
          application or claim for a benefit hereunder, or in his
          statement to make any direction or election hereunder,
          or in response to any request of the Committee, the
          Plan Benefits Administrator, the Company or the
          Trustee, for information, any Participant or
          Beneficiary makes any statement which is erroneous or
          fails to state any material fact, an adjustment shall
          be made in an equitable manner to conform to the facts.
          Such adjustment may include, where appropriate, and
          without limitation, the requirement that a Participant
          or Beneficiary return to the Plan any payment or
          distribution to him as a result of inadvertent error by
          the Committee, any other fiduciary or a person acting
          for the Committee or the Plan or their agents or
          representatives.

          7.13  Plan Participation by Committee Members and Plan
                ------------------------------------------------
          Administrators.  Although a Plan Benefits
          --------------
          Administrator, Plan Financial Administrator, or a
          member or alternate member of the Committee who meets
          the Plan's eligibility requirements may become a
          Participant, he may not vote on, act upon or sign any
          document relating specifically to his own
          participation.

          7.14  Administration as Qualified Plan.  This Plan shall
                --------------------------------
          be administered at all times in such a manner that it
          will continuously constitute a qualified plan within
          the meaning of Code Sections 401(a) and 401(k).

     6.   Section 8.2.1 is deleted and the following is inserted in
          its place:

          "8.2.1  Investment Funds - General.  Subject to his
                  --------------------------
          power to add, modify or delete Investment Funds, the
          Chief Financial Officer of Phillips Petroleum Company
          will establish at least three Investment Funds
          representing a broad range of investment alternatives
          sufficient to provide Participants with a reasonable
          opportunity to materially affect the potential return
          on the amount of their Accounts invested in such Funds
          and the degree of risk to which such amounts are
          subject, and as to which the Participants will be able
          to change their investment elections under Sections
          4.2.2 and 4.2.3 at least once within any three-month
          period.  In addition, the Chief Financial Officer of
          Phillips Petroleum Company may, in his discretion,
          establish one or more other Investment Funds as to
          which changes in investment elections under Sections
          4.2.2 or 4.2.3 may be more restrictive than with
          respect to the Funds established pursuant to the
          preceding sentence.  The Investment Funds will be held
          by the Trustee, and the Committee shall designate the
          Trustee or an Investment Manager to manage such Funds."

     7.   Section 8.2.2 is deleted and the following is inserted
          in its place:

          "8.2.2  Company Stock Fund.  The Chief Financial
                  ------------------
          Officer of Phillips Petroleum Company will cause to be
          maintained an Investment Fund which shall be known


<PAGE>



          as the "Phillips Stock Fund".  Its assets will be invested
          and reinvested in common stock of Phillips Petroleum
          Company (or in cash or a cash equivalent, pending
          reinvestment in Phillips Stock, which shall be
          purchased by the Trustee at fair market value at the
          time of purchase) and will include all assets held in
          the Tosco Common Stock Fund, as defined in Appendix I.
          Any dividends paid on Phillips Stock held in the
          Phillips Stock Fund may in the sole discretion of the
          Trustee be retained as cash or a cash equivalent, or be
          reinvested in Phillips Stock, which shall be purchased
          by the Trustee at fair market value at the time of
          purchase.  Notwithstanding any other provision of the
          Plan to the contrary, including Appendix I, Employee,
          Employer, and Rollover Contributions pursuant to
          Sections 3.1, 3.2, 3.3, 3.4 and 3.5 may be made to the
          Phillips Stock Fund.  Changes in investment elections
          under 4.2.2 or 4.2.3 may be made with the same
          frequency as allowed with respect to the other
          Investment Funds maintained pursuant to Section 8.2.1."

     8.   A new Section 8.4 is added to the end of Article 8 to read
          as follows:

          "8.4  Voting Of Stock Disposition Of Stock Pursuant To
                ------------------------------------------------
          Tender Offers Or Exchange Offers.
          --------------------------------
          8.4.1.  Controlling Provision.  Notwithstanding
                  ---------------------
          anything contained in this Plan to the contrary, the
          provisions of this Section 8.4 shall govern the
          procedures to be followed in connection with the voting
          of common stock of Phillips Petroleum Company held by
          the Plan and the disposition of Phillips Stock pursuant
          to any tender or exchange offer therefor ("Offer").  In
          the event of any conflict or inconsistency between the
          provisions of this Article and any other provisions of
          this Plan, the provisions of this Section 8.4 shall
          control, except to the extent necessary to maintain the
          qualified status of the Plan under Code Section 401(a).

          8.4.2   Definitions.  For purposes of this
                  -----------
          Section 8.4 only:

          A.   "Voting Beneficiary" shall mean a person who shall
          have become entitled to a payment or distribution with
          respect to the Phillips Stock Fund because of the death
          of a Participant;

          B.   "Voting Fiduciary" shall mean a Participant who is
          an Employee as of the Voting Determination Date, and
          who elects to direct the Trustee with regard to his pro
          rata portion of all Phillips Stock credited to the
          accounts of Participants or Voting Beneficiaries for
          which the Trustee fails to receive written directions
          as to how to vote or respond to an Offer.

          C.   "Voting Determination Date" shall mean the most
          recent Valuation Date for which accounting functions
          have been completed preceding the start of the period
          established by the Trustee for submission of directions
          as to how to vote or respond to an Offer.

          D.   Voting directions to the Trustee shall include
          (without limitation) directions to abstain from voting
          on a particular issue or issues;


<PAGE>


          E.   A direction to the Trustee to take whatever action
          (including, without limitation, the sale, exchange or
          transfer of Phillips Stock) as may be necessary to
          accept an Offer pursuant to its terms shall be referred
          to as a direction to "Accept" the Offer; and

          F.   A direction to the Trustee to take or omit to take
          whatever action (including, without limitation, the
          retention of Phillips Stock) as may be necessary to
          reject an Offer shall be referred to as a direction to
          "Reject" the Offer.

          8.4.3  Voting of Phillips Stock and Response to
                 ----------------------------------------
          Tender Offers.  Each Participant and Voting Beneficiary
          -------------
          shall have the authority and shall be afforded the
          opportunity to direct the Trustee as to how to vote, or
          how to respond to any Offer for, all Phillips Stock
          credited to his account under the Plan.  Each person
          eligible to be a Voting Fiduciary shall have the
          authority and shall be afforded the opportunity to
          direct the Trustee as to how to vote, or how to respond
          to any Offer, for his pro rata portion of Phillips
          Stock described in Paragraph B of Section 8.4.2.  Each
          Voting Fiduciary's pro rata portion of all Phillips
          Stock described in Paragraph B of Section 8.4.2 shall
          be equal to the proportion that the Phillips Stock
          credited to his Plan account bears to the aggregated of
          Phillips Stock credited to Plan accounts of all Voting
          Fiduciaries.  It is intended that the Trustee's
          functions and responsibilities as to voting and Offers
          for Phillips Stock shall be custodial and ministerial
          only.  The Trustee is directed to comply with the terms
          of this Section 8.4 conferring on Participants, Voting
          Beneficiaries and Voting Fiduciaries acting as named
          fiduciaries the exclusive authority to direct the
          Trustee as to how to vote Phillips Stock and how to
          respond to an Offer for Phillips Stock.  If the
          Trustee, under the circumstances prevailing at any time
          and notwithstanding the terms of this Section 8.4, is
          required by Title I of ERISA to decide how to vote or
          how to respond to an Offer with respect to all or any
          portion of the Phillips Stock, the Trustee shall
          exercise such authority, but shall vote Phillips Stock
          or Accept an Offer for Phillips Stock only to the
          extent the Trustee determines its failure to do so
          would be a violation of ERISA.

          8.4.4  Named Fiduciaries.  Each Participant or
                 -----------------
          Voting Beneficiary who exercises his authority under
          this Section 8.4 to direct the Trustee as to how to
          vote or respond to an Offer with respect to Phillips
          Stock shall be a "Named Fiduciary" of the Plan within
          the meaning of ERISA Section 402(a)(2) with respect to
          the voting or response to an Offer regarding such
          Phillips Stock for which he gives or is deemed to have
          given direction, but shall have no other fiduciary
          authority or responsibility under the Plan.  A
          Participant or Voting Beneficiary who does not exercise
          his authority to so direct the Trustee shall not be a
          fiduciary of the Plan for any purpose, unless expressly
          designated as a named fiduciary under provisions of the
          Plan other than provisions of this Section 8.4.

          8.4.5  Determination of Voting Interests.  Phillips
                 ---------------------------------
          Stock credited to the account of a Participant or
          Voting Beneficiary shall be determined by the Trustee
          as of the Voting Determination Date.


<PAGE>




          8.4.6  Voting Directions and Proxy Solicitation
                 ----------------------------------------
          Materials.  Within a reasonable time before the date
          ---------
          scheduled for a Phillips Petroleum Company
          stockholder's meeting or for the submission of a matter
          to the stockholders to act without a meeting by means
          of written consent, the Trustee shall determine, as of
          the Voting Determination Date, the names and addresses
          of affected Participants and Voting Beneficiaries and
          the number of shares of Phillips Stock credited to the
          account of each such Participant and Voting
          Beneficiary, and the Plan Benefits Administrator shall
          provide to the Trustee a list of the names and
          addresses of each person eligible to be a Voting
          Fiduciary.  In addition, Phillips Petroleum Company
          shall deliver to the Trustee any proxy or consent
          solicitation materials Phillips may have prepared.  If
          proxies or consents are solicited by any person other
          than the Phillips Petroleum Company's board of
          directors, the Trustee shall request copies of
          materials prepared by such person regarding any
          contested matter under consideration.

          8.47  Voting Direction Forms.  Upon receipt of the
                ----------------------
          information and materials described in Section 8.4.6,
          the Trustee shall distribute or make available copies
          thereof to each affected Participant and Voting
          Beneficiary, together with a form prepared or approved
          by the Trustee by which the Participant, Voting
          Beneficiary, and person eligible to be a Voting
          Fiduciary may give directions to the Trustee.  The
          direction form shall state that:

          A.   If such person fails to give directions to the
          Trustee by the indicated deadline, the Trustee will
          vote any shares of Phillips Stock such person is
          otherwise entitled to vote in accordance with the
          procedure described in Section 8.4.8, and

          B.   The Company and Phillips Petroleum Company
          acknowledge and agree to honor the confidentiality of
          voting instructions to the Trustee.

          8.4.8  Voting of Phillips Stock by the Trustee.  The
                 ---------------------------------------
          Trustee shall vote Phillips Stock held as of the
          applicable record date through proxy or consent in
          accordance with directions from Participants, Voting
          Beneficiaries, and Voting Fiduciaries pursuant to this
          Section 8.4.

          8.4.9  Confidentiality.  The Trustee shall not
                 ---------------
          reveal or release to the Company, Phillips Petroleum
          Company, their officers, directors, employees, or
          representatives any individual Participant's, Voting
          Beneficiary's, or Voting Fiduciary's voting directions.
          Notwithstanding the foregoing, the Trustee may inform
          Phillips Petroleum Company or other party soliciting
          proxies or consents, at the request of either of them,
          of the approximate number of shares of Phillips 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.

          8.4.10  Offer for Company Stock.  In the event of an
                  -----------------------
          Offer for common stock of Phillips, the Trustee shall
          determine, as of the Voting Determination Date, the


<PAGE>




          names and addresses of affected Participants and Voting
          Beneficiaries and the number of shares of Phillips
          Stock credited to the account of each such Participant
          and Voting Beneficiary, and the Plan Benefits
          Administrator shall provide to the trustee a list of
          the names and addresses of each person eligible to be a
          Voting Fiduciary.

          8.4.11  Direction Form and Information With Respect
                  -------------------------------------------
          to an Offer.  In the event of an Offer for common stock
          -----------
          of Phillips, the Trustee shall distribute or make
          available to each affected Participant, Voting
          Beneficiary, and person eligible to be a Voting
          Fiduciary, such information and materials relating to
          the Offer 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 Phillips
          Petroleum Company, a statement, acceptable to the
          Trustee, from Phillips management setting forth its
          position with respect to the Offer.  The Trustee shall
          also distribute or make available to each affected
          Participant, Voting Beneficiary, and person eligible to
          be a Voting Fiduciary, a form prepared or approved by
          the Trustee by which such person may give directions to
          the Trustee.  The direction form shall state that:

          A.   If such person fails to give directions to the
          Trustee by the indicated deadline, the Trustee will
          Accept or Reject the Offer with respect to any shares
          of Phillips Stock such person is otherwise entitled to
          direct the Trustee in accordance with the procedure
          described in Section 8.4.12, and

          B.   The Company and Phillips Petroleum Company
          acknowledge and agree to honor the confidentiality of
          Offer directions to the Trustee.

          8.4.12  Trustee's Response to a Tender Offer.  The
                  ------------------------------------
          Trustee shall respond to an Offer in accordance with
          directions to Accept or Reject the Offer received from
          Participants, Voting Beneficiaries, and Voting
          Fiduciaries pursuant to this Section 8.4.

          8.4.13  Confidentiality.  The Trustee shall not
                  ---------------
          reveal or release to the Company, Phillips Petroleum
          Company, their officers, directors, employees, or
          representatives any individual Participant's, Voting
          Beneficiary's or Voting Fiduciary's Offer directions.
          If some but not all Phillips Stock is sold, exchanged,
          or transferred pursuant to an Offer, the Company, with
          the Trustee's cooperation, shall take such action as is
          necessary to maintain the confidentiality of
          Participant and Beneficiary records including, without
          limitation, establishment of security systems and
          procedures which restrict access to Participant and
          Beneficiary records and retention of an independent
          agent to maintain such records.  If an independent
          recordkeeping agent is retained, such agent must agree,
          as a condition of its retention by the Company or the
          Trustee, not to disclose the composition of any
          affected Participant or Beneficiary account to the
          Company, Phillips Petroleum Company, their officers,
          directors, employees, or representatives; provided,
          that at such time as the Trustee shall determine that


<PAGE>


          such recordkeeping duties may be returned to the
          Company without breaching the confidentiality of a
          Participant's, Voting Beneficiary's, or Voting
          Fiduciary's directions as to such Offer, then the
          recordkeeping duties may be returned to the Company,
          but in no event shall this return be sooner than one
          year after such sale, exchange or transfer.

          8.4.14  Neutrality of Committee and Trustee.  Neither
                  -----------------------------------
          the Committee, Plan Benefits Administrator nor the
          Trustee shall express any opinion or give any advice or
          recommendation to any Participant, Voting Beneficiary,
          or Voting Fiduciary concerning matters subject to vote
          or consent or concerning an Offer, nor shall they have
          any authority or responsibility to do so.

          8.4.15  Indemnity.  The Company and Phillips
                  ---------
          Petroleum Company acknowledge and agree to honor the
          confidentiality of voting and Offer directions to the
          Trustee.  If the Company or Phillips Petroleum 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 attorney's fees, the
          Trustee may incur as a result thereof.

          8.4.16  Trustee's Expenses.  The Trustee shall have
                  ------------------
          the right to require payment in advance by Phillips
          Petroleum 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 Participants, Voting
          Beneficiaries and Voting Fiduciaries pursuant to this
          Section 8.4.

          8.4.17  Phillips Stock Returned.  Phillips Stock
                  -----------------------
          which, following the Trustee's tender thereof, has not
          been accepted by the party making an Offer and is
          returned to the Trustee, shall be credited to the
          accounts of Participants and Beneficiaries in the
          Phillips Stock Fund for whom such Phillips Stock was
          tendered.

          8.4.18  Withdrawals or Distributions After Tender or
                  --------------------------------------------
          Exchange.  Notwithstanding any other provision of the
          --------
          Plan or any previous action of the Committee, Plan
          Benefits Administrator or provision of Plan regulations
          or forms, if Phillips Stock credited to a Participant
          or Beneficiary in the Phillips Stock Fund has been
          tendered or exchanged by the Trustee, no distribution
          or withdrawal with respect to such Participant or
          Beneficiary shall be made from the Plan until the
          Trustee shall determine that such distribution or
          withdrawal is administratively feasible by reason of:

          A.   The Trustee's receipt of the proceeds, if any, of
          such tender or exchange, or

          B.   Transactions and circumstances incident to such
          receipt of proceeds.

          8.4.19  Accounting for Participant's Interests.  The
                  --------------------------------------
          Trustee shall separately account for the interest of
          each Participant and Beneficiary in any Fund resulting


<PAGE>



          from any tender or exchange of Phillips Stock with
          respect to the portions thereof which shall have
          resulted from Employee and Company Contributions.

          8.4.20  Fractional Shares.  Notwithstanding the
                  -----------------
          foregoing provisions of this Section 8.4, allocations
          and dispositions pursuant to this Section 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 Phillips Stock to reflect the
          directions of the Participants, Voting Beneficiaries,
          and Voting Fiduciaries to whom such fractional shares
          are allocated.

          8.4.21  Securities as a Result of Having Tendered
                  -----------------------------------------
          Phillips Stock.  Any securities received by the Trustee
          --------------
          as a result of having tendered Phillips Stock, as
          hereinabove provided, shall be held, and any cash so
          received shall be invested in cash or the same short-
          term investments as cash reserves of the Phillips Stock
          Fund are regularly invested, pending any further action
          which the Trustee may be required to take pursuant to
          the Plan."

     9.   Section 9.1 is deleted and the following is inserted in its
          place:

          "9.1  Plan Amendments.  The Company reserves the right
                ---------------
          to amend, modify, or suspend the Plan at any time and
          from time to time.  This authority shall be exercised
          by the Board of Directors of the Company.  However, no
          amendment may provide for the use of any Plan assets
          other than for the exclusive benefit of Participants,
          Former Participants and Beneficiaries, or deprive them
          of any vested benefits or optional forms of benefit.
          Without limiting the generality of the foregoing and
          notwithstanding any other Plan provision, the Plan may
          be amended at any time to comply with ERISA, or to
          maintain its exempt status under Sections 401(a) and
          501(a) of the Code, regardless of whether any such
          amendment would change the relative benefits of any
          Participant, Former Participant or Beneficiary under
          the Plan."


     10.  Section 9.2 is deleted and the following is inserted in its
          place:

          "9.2  Plan Termination.  The Company reserves the right
                ----------------
          to terminate the Plan at any time.  This authority
          shall be exercised by the Board of Directors of the
          Company.  The Plan will terminate automatically if the
          Company is dissolved or liquidated or disposes of
          substantially all of its assets without provision for
          continuation of the Plan by a successor.  Upon
          termination of the Plan, the Trustee will continue to
          hold the Trust Fund for distribution in accordance with
          Section 9.3."


<PAGE>



     11.  Section 11.7 is deleted and the following is inserted in its
          place:

          "11.7  Governing Law.  The Plan is to be construed
                 -------------
          according to the laws of the State of Oklahoma, except
          to the extent such laws have been superseded by ERISA."

     12.  Sections 12.5, 12.21, 12.22, 12.52, 12.67, 12.83 and 12. 85
          are deleted; the following definitions of "Committee", "Phillips
          Stock", "Trust" and "Trustee" are inserted alphabetically as new
          Sections in Article 12; the remaining definitions in Article 12
          are renumbered accordingly; and each reference to a renumbered
          Section within Article 12 is conformed to refer to the
          corresponding renumbered Section:

          "'Committee' means the Committee, more fully described
            ---------
          in Article 7."

          "'Phillips Stock' means the common stock of Phillips
            --------------
          Petroleum Company."

          "'Trust' means the trust agreement entered into by and
            -----
          between the Company and the Trustee, as it may be
          amended from time to time."

          "'Trustee' means the corporate trustee or trustees
            -------
          appointed by the Company to hold the assets of the Plan
          under Section 8.1 and the Trust, including any
          successor trustees the Company may appoint."

     13.  All remaining references to the terms "Administrative
          Committee", "Investment Committee" or "Committees" in the Plan
          are deleted and "Committee" is inserted in place thereof.

     14.  All remaining references in the Plan to "Plan Administrator"
          are deleted and "Plan Benefits Administrator" is inserted in
          place thereof, except in Section 8.3 in which "Plan Financial
          Administrator" is inserted in place thereof.

     15.  That wherever a reference appears in the Plan to a section,
          paragraph, subparagraph, subdivision of the Plan and the number
          or letter of such section, paragraph, subparagraph, or
          subdivision is redesignated by any of the foregoing amendments,
          the Plan is hereby further amended to change the respective
          number or letter in each such reference to refer to such
          redesignated number or letter as of the effective date of the
          amendment redesignating such number or letter.

     16.  That the foregoing amendments to the Plan shall be effective
          as of the respective dates specified therein, only if the Company
          receives such governmental approvals with respect to the Plan as
          amended, as counsel for the Company shall deem necessary or
          appropriate; and said amendments are subject to any changes which
          the Internal Revenue Service determines necessary for the Plan,
          as amended, to continue to constitute a qualified plan within the
          meaning of Sections 401(a) and 401(k) of the Internal Revenue
          Code.

<PAGE>





     17.  Except to the extent hereinabove set forth, the Plan shall
          remain in full force and effect without change or modification.



     IN WITNESS WHEREOF, the Company has caused this Amendment
No. 8 to be executed as of the  14th  day of  September,
                               ------        ------------
2001.



                              TOSCO CORPORATION





                              By John A. Carrig
                                ---------------------


<PAGE>