<PAGE>   1
                                                                 EXHIBIT 10(ii)




                                   MAPCO INC.



                       1997 EMPLOYEE STOCK PURCHASE PLAN





                             Effective June 1, 1997







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                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>   <C>                                                                          <C>
1.    INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
      1.1     Statement of Purpose . . . . . . . . . . . . . . . . . . . . . . . .    1
      1.2     Internal Revenue Code Considerations . . . . . . . . . . . . . . . .    1
                                                                                   
2.    DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.1     Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.2     Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.3     Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.4     Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.5     Continuous Service . . . . . . . . . . . . . . . . . . . . . . . . .    1
      2.6     Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.7     Eligible Employee  . . . . . . . . . . . . . . . . . . . . . . . . .    2
              2.7.1    Employee  . . . . . . . . . . . . . . . . . . . . . . . . .    2
              2.7.2    Length of Service . . . . . . . . . . . . . . . . . . . . .    2
      2.8     Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.9     Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.10    Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.12    Exercise Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.13    Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.14    Offering Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
      2.15    Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.16    Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.17    Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.18    Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.19    Purchase Period  . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.20    Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.21    Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
      2.22    Stock Purchase Account . . . . . . . . . . . . . . . . . . . . . . .    3
      2.23    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                                   
3.    ADMISSION TO PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . .    4
      3.1     Initial Participation  . . . . . . . . . . . . . . . . . . . . . . .    4
      3.2     Discontinuance of Participation  . . . . . . . . . . . . . . . . . .    4
      3.3     Involuntary Withdrawal; Termination of Eligible Employee Status  . .    4
      3.4     Readmission to Participation . . . . . . . . . . . . . . . . . . . .    4
      3.5     Restrictions on Participation  . . . . . . . . . . . . . . . . . . .    4
                                                                                   
4.    STOCK PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
      4.1     Maximum Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
      4.2     Shares Available for Purchase  . . . . . . . . . . . . . . . . . . .    5
</TABLE>





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<TABLE>
<S>   <C>                                                                            <C>
      4.3     Purchase Price of Shares . . . . . . . . . . . . . . . . . . . . . .    6
      4.4     Exercise of Purchase Privilege . . . . . . . . . . . . . . . . . . .    6
      4.5     Establishment of Stock Purchase Account  . . . . . . . . . . . . . .    6
              4.5.1    Payroll Deductions  . . . . . . . . . . . . . . . . . . . .    6
              4.5.2    Additional Contribution . . . . . . . . . . . . . . . . . .    7
      4.6     Payment for Stock  . . . . . . . . . . . . . . . . . . . . . . . . .    7
      4.7     Share Ownership; Issuance of Stock; Dividend reinvestment  . . . . .    7
              4.7.1    Rights as Stockholder . . . . . . . . . . . . . . . . . . .    7
              4.7.2    Issuance of Shares  . . . . . . . . . . . . . . . . . . . .    7
              4.7.3    Dividend Reinvestment . . . . . . . . . . . . . . . . . . .    8
                                                                                   
5.    SPECIAL ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
      5.1     Shares Unavailable . . . . . . . . . . . . . . . . . . . . . . . . .    8
      5.2     Adjustment Upon Change of Status . . . . . . . . . . . . . . . . . .    8
      5.3     Effect of Certain Transactions . . . . . . . . . . . . . . . . . . .    8
                                                                                   
6.    MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
      6.1     Nonalienation  . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
      6.2     Administrative Costs . . . . . . . . . . . . . . . . . . . . . . . .    9
      6.3     Employee Stock Purchase Plan Administration  . . . . . . . . . . . .    9
      6.4     Amendments to the Plan . . . . . . . . . . . . . . . . . . . . . . .    9
      6.5     Expiration and Termination of the Plan . . . . . . . . . . . . . . .   10
      6.6     Repurchase of Stock  . . . . . . . . . . . . . . . . . . . . . . . .   10
      6.7     Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
      6.8     Government Regulation  . . . . . . . . . . . . . . . . . . . . . . .   10
      6.9     Headings, Captions, Gender . . . . . . . . . . . . . . . . . . . . .   10
      6.10    Severability of Provisions; Prevailing Law . . . . . . . . . . . . .   10
      6.11    Implementation of the Plan . . . . . . . . . . . . . . . . . . . . .   11
      6.12    Investment Representations . . . . . . . . . . . . . . . . . . . . .   11
      6.13    Additional Incentive Arrangements  . . . . . . . . . . . . . . . . .   11
      6.14    No Right of Employment . . . . . . . . . . . . . . . . . . . . . . .   11
      6.15    Conflicts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
      6.16    Indemnification of Committee . . . . . . . . . . . . . . . . . . . .   11
</TABLE>





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                                   MAPCO INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE 1.

                                  INTRODUCTION

1.1      STATEMENT OF PURPOSE. The purpose of the MAPCO Inc. 1997 Employee
         Stock Purchase Plan is to provide eligible employees of the Company
         and its Subsidiaries, who wish to become stockholders, an opportunity
         to purchase Stock of the Company. The Board of Directors of the
         Company believes that employee participation in ownership will be to
         the mutual benefit of the employees and to the Company and its
         Subsidiaries.

1.2      INTERNAL REVENUE CODE CONSIDERATIONS. The Plan is intended to
         constitute an "employee stock purchase plan" within the meaning of
         Section 423 of the Internal Revenue Code of 1986, as amended.

                                   ARTICLE 2.

                                  DEFINITIONS

2.1      BOARD OF DIRECTORS. The term "Board of Directors" means the Board of
         Directors of the Company.

2.2      CODE. The term "Code" means the Internal Revenue Code of 1986, as
         amended to the Effective Date hereof, as the same may thereafter be
         amended, and any successor statute of similar nature. References to
         specific sections of the Code shall be taken to be references to
         corresponding sections of any successor statute.

2.3      COMMITTEE. The term "Committee" means the Compensation Committee of
         the Board of Directors which shall administer the Plan.

2.4      COMPANY. The term "Company" means MAPCO Inc., a Delaware corporation,
         or any successor thereto.

2.5      CONTINUOUS SERVICE. The term "Continuous Service" means the period of
         time immediately preceding the Offering Date during which the Employee
         has been employed by the Employer or a predecessor business acquired
         by the Employer or a predecessor company merged or consolidated with
         or into the Employer and during which there has been no interruption
         of Employee's employment by the Employer or such predecessor employer.
         For this purpose, periods of Excused Absence shall not be considered
         to be interruptions of Continuous Service.





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2.6      EFFECTIVE DATE. The term "Effective Date" means July 1, 1997, if
         within twelve (12) months of that date, the Plan is, or has been,
         approved at a meeting of the stockholders of the Company by the
         affirmative vote of the holders of a majority of the outstanding
         shares of Stock of the Company present, by person or by proxy, and
         entitled to vote on the approval of the Plan.

2.7      ELIGIBLE EMPLOYEE. The term "Eligible Employee" means each person who,
         on an Offering Date, meets all of the following requirements:

         2.7.1   Employee. The person is an Employee of the Employer; and

         2.7.2   Length of Service. The person has completed at least six (6)
                 months of Continuous Service.

2.8      EMPLOYEE. The term "Employee" means each person customarily employed
         by the Company on the Offering Date, except for those whose customary
         employment is for either (a) not more than twenty (20) hours per week,
         or (b) not more than five (5) months during any calendar year.

2.9      EMPLOYER. The term "Employer" means the Company and each Subsidiary of
         the Company that adopts the Plan.

2.10     EXCHANGE ACT. The term "Exchange Act" means the Securities Exchange
         Act of 1934, as amended, and as the same may hereafter be amended.

2.11     EXCUSED ABSENCE. The term "Excused Absence" means absence pursuant to
         a leave of absence granted by an Employer, such as absence due to
         disability or illness, absence by reason of a layoff, or absence by
         reason of active duty in the armed forces of the United States. In no
         event may an Excused Absence exceed ninety (90) days in length (or, if
         longer and if applicable, the period that the individual's
         reemployment with an Employer is guaranteed either by statute or
         contract, including but not limited to military leave).

2.12     EXERCISE DATE. The term "Exercise Date" means the last day of each
         Purchase Period.

2.13     OFFERING. The term "Offering" means the offering made by the Company
         in accordance with the terms and conditions of the Plan permitting
         Eligible Employees to purchase Stock from the Company under the Plan.
         The Committee shall have the power to change the duration and/or the
         frequency of Offerings with respect to future offerings without
         shareholder approval if such change is announced at least fifteen (15)
         days prior to the scheduled beginning of the first Offering to be
         affected. Eligible Employees may not participate in more than one
         Offering at a time.





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2.14     OFFERING DATE. The term "Offering Date" means the first day of
         September 1997 (or such earlier date selected by the Committee) and
         the first day of each January and July thereafter during which the
         Plan is in effect (unless the Committee selects other dates pursuant
         to Section 6.4).

2.15     PARTICIPANT. The term "Participant" means each Eligible Employee who,
         pursuant to Article 3 hereof, elects to participate in the Plan, and
         has not withdrawn or been terminated from participation under the
         Plan.

2.16     PLAN. The term "Plan" means this MAPCO Inc. 1997 Employee Stock
         Purchase Plan, as the same may be amended, modified or supplemented
         from time to time.

2.17     PLAN YEAR. The term "Plan Year" means the calendar year.

2.18     PURCHASE AGREEMENT. The term "Purchase Agreement" means the document
         prescribed by the Committee from time to time pursuant to which an
         Eligible Employee has enrolled to be a Participant.

2.19     PURCHASE PERIOD. The term "Purchase Period" means the period beginning
         on an Offering Date and ending on the last day of the sixth (6th)
         month following the Offering Date (unless the Committee selects other
         dates pursuant to Section 6.4).

2.20     PURCHASE PRICE. The term "Purchase Price" means such term as it is
         defined in Section 4.3 hereof.

2.21     STOCK. The term "Stock" means the common stock, par value $1.00 per
         share, of MAPCO Inc.

2.22     STOCK PURCHASE ACCOUNT. The term "Stock Purchase Account" means a
         noninterest bearing account consisting of all amounts withheld from an
         Employee's compensation (or otherwise paid into the Plan) for the
         purpose of purchasing shares of Stock for such Employee under the
         Plan, increased by any amounts contributed by such Employee pursuant
         to Section 4.5.2 hereof, and reduced by all amounts applied to the
         purchase of Stock for such Employee under the Plan, provided, such
         account may be monitored as an accounting entry on the books and
         records of the Company, and no actual physical segregation of amounts
         credited to such account, from the assets of the Company, shall be
         required.

2.23     SUBSIDIARIES. The term "Subsidiaries" means any corporation more than
         fifty percent (50%) of whose outstanding voting securities are owned
         by the Company or by one or more of the Company's other Subsidiaries,
         whether or not such corporation now exists or is hereafter organized
         or acquired by the Company or a Subsidiary.





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                                   ARTICLE 3.

                           ADMISSION TO PARTICIPATION

3.1      INITIAL PARTICIPATION. Any Eligible Employee may elect to be a
         Participant and may become a Participant by executing and filing with
         the Company on or before the fifteenth (15th) of the month preceding
         the next Offering Date a Purchase Agreement prepared in such form as
         the Committee shall approve from time to time. The effective date of
         an Eligible Employee's participation shall be the Offering Date next
         following the date on which the Company receives from the Eligible
         Employee a properly executed and timely filed Purchase Agreement.

3.2      DISCONTINUANCE OF PARTICIPATION. Any Participant may voluntarily
         withdraw from the Plan by filing a Notice of Withdrawal with the
         Company prior to the first (1st) business day of the last month in a
         Purchase Period. Upon such withdrawal, there shall be paid to the
         Participant the amount, if any, standing to the Participant's credit
         in the Participant's Stock Purchase Account.

3.3      INVOLUNTARY WITHDRAWAL; TERMINATION OF ELIGIBLE EMPLOYEE STATUS. If a
         Participant's Continuous Service terminates for any reason, or if a
         Participant ceases to be an Eligible Employee, the entire amount
         standing to the Participant's credit in the Participant's Stock
         Purchase Account on the effective date of such occurrence shall be
         paid to the Participant.

3.4      READMISSION TO PARTICIPATION. Any Eligible Employee who has previously
         been a Participant, who has discontinued participation (whether by
         interruption of Continuous Service or otherwise), and who wishes to be
         reinstated as a Participant may again become a Participant by
         executing and filing with the Company, not later than the fifteenth
         (15th) of the month preceding the Offering Date of any succeeding
         Purchase Period, a new Purchase Agreement on forms prepared in such
         form as the Committee shall approve from time to time. Reinstatement
         to Participant status shall be effective as of the Offering Date next
         following the date on which the Company receives from the Eligible
         Employee the properly executed and timely filed Purchase Agreement.
         Notwithstanding the foregoing terms of this Section 3.4, any executive
         officer of the Company (as determined under Section 16 of the Exchange
         Act) who has discontinued participation in the Plan may not again
         become a Participant in the Plan for at least six (6) months from the
         date such officer discontinued participation in the Plan.

3.5      RESTRICTIONS ON PARTICIPATION. Notwithstanding any provisions of the
         Plan to the contrary, no Employee shall be granted an option to
         participate in the Plan:

                          (a)     if, immediately after the grant, such
                 Employee would own stock, and/or hold outstanding options to
                 purchase stock, possessing 5% or more of the total combined
                 voting power or value of all classes of stock of the Company
                 or any





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                 of the Subsidiaries (for purposes of this paragraph, the rules
                 of Section 424(d) of the Code shall apply in determining stock
                 ownership of any Employee); or

                          (b)     which permits the rights of a Participant to
                 purchase stock under all Code Section 423 employee stock
                 purchase plans of the Company and the Subsidiaries to accrue
                 at a rate which exceeds $25,000 in fair market value of the
                 stock (determined at the time such option is granted) for each
                 calendar year in which such option is outstanding.


                                   ARTICLE 4.

                                 STOCK PURCHASE

4.1      MAXIMUM SHARES. The maximum number of shares of the Company's Stock
         which shall be made available for sale under the Plan shall be one and
         one-half million (1,500,000) shares, subject to adjustment upon
         changes in capitalization of the Company as provided in Sections 5.2
         and 5.3.

4.2      SHARES AVAILABLE FOR PURCHASE. Subject to the limits set forth in this
         Section 4.2 and in Section 3.5 (which prohibits the stock purchase
         rights of a Participant from accruing at a rate in excess of $25,000
         per calendar year), each Participant shall have the right to purchase
         on each Offering Date the number of shares of Stock determined by
         dividing twenty-five thousand dollars ($25.000) by the fair market
         value of the Company's Stock on such Offering Date. Such fair market
         value shall be based on the closing price on the New York Stock
         Exchange of the Stock on such Offering Date (or the nearest prior
         business day on which trading occurred). If the Stock of the Company
         is not admitted to trading on any of the aforesaid dates for which
         closing prices of the stock are to be determined, then reference shall
         be made to the fair market value of the Stock on that date, as
         determined on such basis as shall be established or specified for the
         purpose by the Committee. The maximum number of shares of Stock that
         may be purchased for each Participant on an Exercise Date is the
         lesser of (a) the number of shares of Stock that can be purchased by
         applying the full balance of the Participant's Stock Purchase Account
         to such purchase of shares at the Purchase Price (as hereinafter
         determined), or (b) the Participant's proportionate part of the
         aggregate number of such shares of Stock available within the
         limitation established by the maximum aggregate number of such shares
         reserved for the Plan, as stated in Section 4.1 hereof.
         Notwithstanding the foregoing, if any person entitled to purchase
         shares pursuant to any offering hereunder would be deemed for the
         purposes of Section 423(b)(3) of the Code to own Stock (including any
         number of shares that such person would be entitled to purchase
         hereunder) possessing five percent (5%) or more of the total combined
         voting power or value of all classes of stock of the Company, the
         maximum number of shares that such person shall be entitled to
         purchase pursuant to the Plan shall be reduced to that number which,
         when added to the





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         number of shares of Stock that such person is so deemed to own
         (excluding any number of shares that such person would be entitled to
         purchase hereunder) is one less than such five percent (5%). Any
         portion of a Participant's Stock Purchase Account that cannot be
         applied by reason of the limitations set forth in this Section 4.2
         shall remain in the Participant's Stock Purchase Account for
         application to the purchase of Stock on the next Offering Date (unless
         withdrawn by the Participant before that Offering Date).

4.3      PURCHASE PRICE OF SHARES. The Purchase Price per share of the Stock
         sold to Participants pursuant to any Offering under this Plan shall be
         the lesser of: (a) eighty-five percent (85%) of the closing price on
         the New York Stock Exchange of each such share on the Offering Date
         for such Offering (or the nearest prior business day on which trading
         occurred); or (b) eighty-five percent (85%) of the closing price on
         the New York Stock Exchange of each such share on the Exercise Date
         for such Offering (or the nearest prior business day on which trading
         occurred). If the Stock of the Company is not admitted to trading on
         any of the aforesaid dates for which closing prices of the stock are
         to be determined, then reference shall be made to the fair market
         value of the Stock on that date, as determined on such basis as shall
         be established or specified for the purpose by the Committee. In
         addition, the Participant shall be required to pay transfer, excise
         and similar taxes, if any, imposed on the transaction pursuant to
         which such share of Stock is purchased. If the Exercise Date with
         respect to the purchase of Stock is a day on which the stock is
         selling ex-dividend on or before the record date of such dividend,
         then for Plan purposes the Purchase Price per share will be increased
         by an amount equal to the dividend per share. In no event shall the
         Purchase Price per share be less than the par value per share of the
         Stock.

4.4      EXERCISE OF PURCHASE PRIVILEGE. Subject to the provisions of Section
         4.2 and Section 3.5, if on the date of the last paycheck of a
         Participant issued prior to any Exercise Date of any Offering there is
         a credit balance in the Participant's Stock Purchase Account, there
         shall be purchased from the Company's authorized and unissued or
         treasury shares of Stock for the Participant at the Purchase Price for
         the Purchase Period that expires on such Exercise Date the largest
         number of whole and fractional shares of Stock as can be purchased
         with the entire amount in the Participant's Stock Purchase Account on
         such paycheck issue date. Each such purchase shall be deemed to have
         occurred on the Exercise Date occurring at the close of the Offering
         for which the purchase was made.

4.5      ESTABLISHMENT OF STOCK PURCHASE ACCOUNT.

         4.5.1   Payroll Deductions. In the Purchase Agreement, each
                 Participant shall authorize payroll deductions and each
                 Participant shall be permitted to make one (1) lump sum
                 payment pursuant to Section 4.5.2 hereof for the purposes of
                 funding the Participant's Stock Purchase Account (effective
                 for payroll periods beginning on or after September 1, 1997
                 (or such earlier date selected by the Committee)). The number
                 of shares of Stock that may be purchased from a Participant's
                 Stock





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                 Purchase Account shall be subject to the limitations of
                 Section 4.2. Subject to the provisions of Section 3.2, a
                 Participant may not change the Participant's payroll deduction
                 rate during any Purchase Period. However, a Participant may
                 change the deduction to any permissible level for any
                 subsequent Offering by filing notice thereof on or before the
                 fifteenth (15th) of the month preceding the Offering Date on
                 which such subsequent Offering commences.

         4.5.2   Additional Contribution. The Purchase Agreement shall permit
                 each Participant, who has agreed to payroll deductions, to
                 make one lump sum payment per Purchase Period for the purpose
                 of funding their respective Stock Purchase Accounts, subject
                 to the following rules:

                 4.5.2.1  All such additional contributions shall be made with
                          respect to any Offering no later than the first
                          business day of the last month in the Purchase
                          Period;

                 4.5.2.2  Only one such additional contribution shall be
                          accepted from any Participant in any Purchase Period;
                          and

                 4.5.2.3  Such additional contributions shall be in the amount
                          of twenty-five dollars ($25.00), or any multiple
                          thereof, to a maximum of five thousand dollars
                          ($5,000), but in no event in excess of the limits of
                          Section 3.5.

4.6      PAYMENT FOR STOCK. The Purchase Price for all shares of Stock
         purchased by a Participant under the Plan shall be paid out of the
         Participant's Stock Purchase Account. As of each Exercise Date, the
         entire amount standing to the credit of each Participant in the
         Participant's Stock Purchase Account on the date of the last paycheck
         issued to the Participant prior to such Exercise Date in the Purchase
         Period that expires on such Exercise Date shall be charged with the
         aggregate Purchase Price of the shares of Stock purchased by such
         Participant on the Exercise Date. No interest shall be paid or payable
         with respect to any amount held in the Participant's Stock Purchase
         Account.

4.7      SHARE OWNERSHIP; ISSUANCE OF STOCK; DIVIDEND REINVESTMENT.

         4.7.1   Rights as Stockholder. The shares of Stock purchased by a
                 Participant on an Exercise Date shall, for all purposes, be
                 deemed to have been issued and/or sold to the Participant on
                 such Exercise Date. Prior to that time, none of the rights or
                 privileges of a stockholder of the Company shall inure to the
                 Participant with respect to such shares.

         4.7.2   Issuance, Delivery and Sale of Shares. The shares of Stock
                 purchased by a Participant pursuant to Sections 4.4 and 4.7.3
                 shall be issued by the Company by





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                 using book entry systems that reflect the issuance of such
                 shares. A Participant shall have the right, upon written
                 request, to have the number of whole shares purchased by such
                 Participant issued in the form of a certificate and any
                 fractional shares paid in cash. In addition, within sixty (60)
                 days after the earlier of the termination of a Participant's
                 employment or termination of the Plan, a Participant may
                 instruct the Committee (or its designee) to cause the shares
                 of Stock held on behalf of such Participant either: (i) to be
                 sold and a check issued to the Participant in the amount of
                 the proceeds from the sale less any applicable expenses
                 incurred in selling the Stock; or (ii) to be issued in the
                 form of a certificate with any fractional shares paid in cash.
                 If the Participant fails to provide any instructions within
                 sixty (60) days after the termination of the Plan, the shares
                 of Stock held on behalf of such Participant shall be issued in
                 the form of a certificate with any fractional shares paid in
                 cash.

         4.7.3   Dividend Reinvestment. Dividends on all shares issued pursuant
                 to the Plan shall be applied to purchase shares of Stock in
                 the open market at the then current market price. To the
                 extent the dividend is not sufficient to purchase an
                 additional whole share, the Participant will be credited with
                 a fractional share. Within a reasonable period after the
                 earlier of the termination of a Participant's employment or
                 the termination of the Plan, a dividend reinvestment shall
                 cease.


                                   ARTICLE 5.

                              SPECIAL ADJUSTMENTS

5.1      SHARES UNAVAILABLE. If, on any Exercise Date, the aggregate funds
         available for the purchase of Stock would purchase a number of shares
         in excess of the number of shares then available for purchase under
         the Plan, the following events shall occur: (i) the number of shares
         that would otherwise be purchased by each Participant shall be
         proportionately reduced on the Exercise Date in order to eliminate
         such excess; (ii) the Plan shall automatically terminate immediately
         after the Exercise Date as of which the supply of available shares of
         Stock is exhausted, and (iii) any amount remaining in the Stock
         Purchase Account of each of the Participants shall be repaid to such
         Participants.

5.2      ADJUSTMENT UPON CHANGE OF STATUS. Subject to any required action by
         the shareholders of the Company, the number of shares of Stock
         reserved for purchase under the Plan, as hereinabove provided, and the
         calculation of the Purchase Price per share may be appropriately
         adjusted to reflect any increase or decrease in the number of issued
         shares of Stock resulting from a subdivision or consolidation of such
         shares or the payment of a stock dividend (but only on the Stock) or
         any other increase or decrease in the number of outstanding shares of
         Stock effected without receipt of consideration by the Company. To the
         extent that the foregoing adjustments relate to the shares of the
         Company issued under





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         the Plan, such adjustments shall be made by the Committee. Except as
         hereinbefore expressly provided in this Section 5.2, the terms of the
         Plan shall not affect in any way the right or power of the Company to
         make adjustments, reclassifications, reorganizations or changes of its
         capital or business structure or to merge or to consolidate or to
         dissolve, liquidate or sell, or transfer all or any part of its
         business or assets.

5.3      EFFECT OF CERTAIN TRANSACTIONS. Subject to any required action by the
         stockholders, if the Company shall be the surviving or resulting
         corporation in any merger or consolidation, or if the Company shall be
         merged for the purpose of changing the jurisdiction of its
         incorporation, any Offering hereunder shall pertain and apply to the
         shares of stock of the Company or the survivor. In the event of a
         dissolution or liquidation of the Company, or of a merger or
         consolidation in which the Company is not the surviving or resulting
         corporation, the Plan shall terminate upon the effective date of such
         dissolution, liquidation, merger or consolidation; however, the
         Purchase Period for the Offering in effect shall be shortened to a
         date prior to such effective date, as selected by the Committee, to
         permit the purchase of Stock with amounts held in the Stock Purchase
         Accounts.


                                   ARTICLE 6.

                                 MISCELLANEOUS

6.1      NONALIENATION. The right to purchase shares of Stock under the Plan is
         personal to the Participant, is exercisable only by the Participant
         during the Participant's lifetime, except as hereinafter set forth,
         and may not be assigned or otherwise transferred by the Participant,
         other than by will or the laws of descent and distribution. There
         shall be delivered to the executor, administrator or other personal
         representative of a deceased Participant such shares of Stock and such
         residual balance as may remain in the Participant's Stock Purchase
         Account as of the Exercise Date occurring at the close of the period
         in which the Participant's death occurs, including shares of Stock
         purchased as of that date, or prior thereto, with monies deposited by
         the Participant and/or withheld from the Participant's Compensation.

6.2      ADMINISTRATIVE COSTS. The Company shall pay all administrative
         expenses associated with the operation of the Plan. No administrative
         charges shall be levied against the Stock Purchase Accounts of the
         Participants.

6.3      EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION. The Committee shall
         administer the Employee Stock Purchase Plan and shall make, adopt,
         construe, and enforce rules and regulations not inconsistent with the
         provisions of the Plan. The Committee shall adopt and prescribe the
         contents of all forms required in connection with the administration
         of the Plan, including, but not limited to, the Purchase Agreement,
         payroll withholding





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         authorizations, withdrawal documents, and all other notices required
         hereunder. The Committee shall have the fullest discretion permissible
         under law in the discharge of its duties. The Committee's
         interpretations and decisions in respect of the Plan, the rules and
         regulations pursuant to which it is operated, and the rights of
         Participants hereunder shall be final and conclusive.

6.4      AMENDMENTS TO THE PLAN. The Board of Directors may amend or modify,
         from time to time, any of the provisions of the Plan; provided,
         however, that no such amendment shall be effective unless and until it
         has been duly approved by the shareholders of the outstanding shares
         of Common Stock if (i) such amendment materially increases the
         benefits accruing to Participants under the Plan; (ii) such amendment
         materially increases the number of securities which may be issued
         under the Plan; (iii) such amendment materially modifies the
         requirements as to eligibility for participation in the Plan; or, (iv)
         the failure to obtain such approval would adversely affect the
         compliance of the Plan with the requirements of Rule 16b-3 under the
         Exchange Act, or with the requirements of any other applicable law,
         rule or regulation. Without shareholder consent and without regard to
         whether any Participant rights may be considered to have been
         adversely affected, the Committee shall be entitled to change the
         number of Offerings, the Offering Dates, the Offering Periods and the
         Purchase Periods, limit the frequency and/or number of changes in the
         amount withheld during an Offering, permit payroll withholding in
         excess of the amount designated by a Participant in order to adjust
         for delays or mistakes in the Company's processing of properly
         completed withholding elections, establish reasonable waiting and
         adjustment periods and/or accounting and crediting procedures to
         ensure that amounts applied toward the purchase of Stock for each
         Participant properly correspond with amounts withheld from the
         participant's compensation, and establish such other limitations or
         procedures as the Committee determines in its sole discretion
         advisable which are consistent with the Plan.

6.5      EXPIRATION AND TERMINATION OF THE PLAN. The Plan shall continue in
         effect until all shares of Stock reserved for issuance under the Plan
         have been purchased, unless terminated prior thereto pursuant to the
         provisions of the Plan or pursuant to action by the Board of
         Directors, which shall have the right to terminate or suspend the Plan
         at any time without prior notice to any Participant and without
         liability to any Participant. Upon the expiration, suspension or
         termination of the Plan, the balance, if any, then standing to the
         credit of each Participant in the Participant's Stock Purchase Account
         shall be refunded to the Participant.

6.6      REPURCHASE OF STOCK. The Company shall not be required to purchase or
         repurchase from any Participant any of the shares of Stock that the
         Participant acquired under the Plan.

6.7      NOTICE. A Purchase Agreement and any notice that a Participant files
         pursuant to the Plan shall be on the form prescribed by the Committee
         and shall be effective when received by





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         the Committee. Delivery of such forms may be made by hand or by
         certified mail, sent postage prepaid, to MAPCO Inc., 1717 South
         Boulder, Tulsa, OK 74119, Regarding: Employee Stock Purchase Plan.
         Delivery by any other mechanism shall be deemed effective at the
         option and discretion of the Committee.

6.8      GOVERNMENT REGULATION. The Company's obligation to sell and to deliver
         the Stock under the Plan is at all times subject to all approvals of
         any governmental authority required in connection with the
         authorization, issuance, sale or delivery of such Stock.

6.9      HEADINGS, CAPTIONS, GENDER. The headings and captions herein are for
         convenience of reference only and shall not be considered as part of
         the text. The masculine shall include the feminine, and vice versa.

6.10     SEVERABILITY OF PROVISIONS; PREVAILING LAW. The provisions of the Plan
         shall be deemed severable. In the event any such provision is
         determined to be unlawful or unenforceable by a court of competent
         jurisdiction or by reason of a change in an applicable statute, the
         Plan shall continue to exist as though such provision had never been
         included therein (or, in the case of a change in an applicable     
         statute, had been deleted as of the date of such change). The Plan
         shall be governed by the laws of the State of Delaware, to the extent
         such laws are not in conflict with, or superseded by, federal law.

6.11     IMPLEMENTATION OF THE PLAN. The Board of Directors may implement the
         Plan at any time within twelve (12) months of the date of approval of
         the Plan at a meeting of stockholders by the affirmative vote of the
         holders of shares of Stock of the Company present, by person or by
         proxy, and entitled to vote on the approval of the Plan.

6.12     INVESTMENT REPRESENTATIONS. The Board of Directors may require each
         person acquiring shares of Common Stock pursuant to an award under the
         Plan to represent to and agree with the Company in writing that the
         holder is acquiring the shares for investment without a view to
         distribution thereof.

6.13     ADDITIONAL INCENTIVE ARRANGEMENTS. Nothing contained in the Plan shall
         prevent the Board of Directors from adopting such other or additional
         incentive arrangements as it may deem desirable, including, but not
         limited to, the granting of stock options and the awarding of stock
         and cash otherwise than under the Plan; and such arrangements may be
         either generally applicable or applicable only in specific cases.

6.14     NO RIGHT OF EMPLOYMENT. Nothing contained in the Plan or in any
         Offering hereunder shall be deemed to confer upon any employee of the
         Company or any Subsidiary any right to continued employment with the
         Company or any Subsidiary, nor shall it interfere in any way with the
         right of the Company or any Subsidiary to terminate the employment of
         any of its employees at any time.





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6.15     CONFLICTS. If any of the terms or provisions of the Plan conflict with
         the requirements of Rule 16b-3 under the Exchange Act, or with the
         requirements of any other applicable law, rule or regulation, then
         such terms or provisions shall be deemed inoperative to the extent
         they so conflict with the requirements of said Rule 16b-3.

6.16     INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
         indemnification as they may have as directors or as members of the
         Committee, the members of the Committee shall be indemnified by the
         Company against the reasonable expenses, including attorneys' fees
         actually and necessarily incurred in connection with the defense of
         any action, suit or proceeding, or in connection with any appeal
         therein, to which they or any of them may be a party by reason of any
         action taken or failure to act under or in connection with the Plan or
         any award granted thereunder, and against all amounts paid by them in
         settlement thereof (provided such settlement is approved by
         independent legal counsel selected by the Company) or paid by them in
         satisfaction of a judgment in any such action, suit or proceeding,
         except in relation to matters as to which it shall be adjudged in such
         action, suit or proceeding that such Committee member is liable for
         negligence or misconduct in the performance of his duties; provided
         that within sixty (60) days after institution of any such action, suit
         or proceeding a Committee member shall in writing offer the Company
         the opportunity, at its own expense, to handle and defend the same.





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