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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                            Dated as of June 23, 1995

                                     between

                           PHILLIPS PETROLEUM COMPANY

                                       and

                            WESTSTAR BANK, as Trustee
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                                 TRUST AGREEMENT

      THIS AMENDED AND RESTATED TRUST AGREEMENT made and entered into as of this
23rd day of June, 1995, by and between PHILLIPS PETROLEUM COMPANY, a Delaware
corporation with its executive offices at Phillips Building, Bartlesville,
Oklahoma (the "Company") , and WESTSTAR BANK, a state banking corporation with
its principal trust office at Weststar Bank Tower Building, 100 SE Frank
Phillips Boulevard, Bartlesville, Oklahoma 74003 (the "Trustee").

                                WITNESSETH THAT:

      WHEREAS, the Company heretofore established the Deferred Compensation Plan
for Non-Employee Directors of Phillips Petroleum Company (the "Plan") for the
purpose of providing a program whereby certain eligible members of the Board of
Directors (the "Board") of the Company may defer the payment of all or a portion
of their cash compensation or lump sum retirement benefits; and

      WHEREAS, the Company has heretofore established a trust (the "Trust")
under the terms of a Trust Agreement dated as of August 24, 1990 (the "Original
Trust Agreement") to aid the Company in meeting its obligations under the Plan,
so as, to the extent possible within the intent set forth below, to assure
payment of the Benefits under the Plan; and

      WHEREAS, the Company has made and may continue to make contributions to
this Trust from time to time, which contributions (if made) will be applied in
payment of the Company's obligations to pay such benefits; and

      WHEREAS, the Plan provides for the Company to pay all benefits thereunder
from its general assets, and the establishment and maintenance of this Trust
shall not reduce or otherwise


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affect the Company's continuing liability to pay benefits from such assets
except that the Company's liability shall be offset by actual benefit payments
made by this Trust; and

      WHEREAS, the Trust established by this Trust Agreement is intended to be
classified for income tax purposes as a "grantor trust" with the result that the
income of the Trust be treated as income of the Company pursuant to Subpart E,
Part I of Subchapter J of Chapter 1, of Subtitle A of the Internal Revenue Code
of 1986, as amended (the "Code"); and

      WHEREAS, the Company desires to amend the terms of the Trust to permit the
Trustee to receive and act upon specific directions from the Company and others
with respect to the investment and reinvestment of such particularly identified
portions of the funds.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and the Trustee agree to amend and restate the Trust Agreement as
follows:

SECTION 1. ESTABLISHMENT AND TITLE OF THE TRUST

      1.1 The Company hereby reaffirms its establishment with the Trustee of the
Trust, to accept such sums of money and other property, including without
limitation one or more insurance or annuity contracts, acceptable to the Trustee
as from time to time may be paid or delivered to the Trustee. All such money and
other property, all investments and reinvestments made therewith or proceeds
thereof and all earnings and profits thereon that are not paid to the Company as
provided in Section 6.1 of this Trust Agreement, less all payments and charges
as authorized herein, are hereinafter referred to as the "Trust Fund." The Trust
Fund shall be held by the Trustee in trust and shall be dealt with in accordance
with the provisions of this Trust Agreement. The Trust Fund shall be held for
the exclusive purpose of providing payments to the participants of the Plan and
their beneficiaries and defraying reasonable expenses of administration in
accordance with the provisions of this Trust Agreement until all such payments


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have been made; provided, however, that the Trust Fund shall at all times be
subject to the claims of the creditors of the Company as set forth in Section 7
of this Trust Agreement.

SECTION 2. ACCEPTANCE BY THE TRUSTEE

      2.1 The Trustee accepts the Trust established under this Trust Agreement
on the terms and subject to the provisions set forth herein, and it agrees to
discharge and perform fully and faithfully all of the duties and obligations
imposed upon it under this Trust Agreement.

SECTION 3. LIMITATION ON USE OF FUNDS

      3.1 No part of the corpus of the Trust Fund shall be recoverable by the
Company or used for any purpose other than for the exclusive purpose of
providing payments to participants of the Plan and their beneficiaries and
defraying reasonable expenses of administration in accordance with the
provisions of this Trust Agreement until all such payments required by this
Trust Agreement have been made; provided, however, that W nothing in this
Section 3.1 shall be deemed to limit or otherwise prevent the payment from the
Trust Fund of expenses and other charges as provided in Sections 9.1 and 9.2 of
this Trust Agreement or the application of the Trust Fund as provided in Section
5.4 of this Trust Agreement if the Trust is finally determined not to constitute
a grantor trust and (ii) the Trust Fund shall at all times be subject to the
claims of creditors of the Company as set forth in Section 7 of this Trust
Agreement.

SECTION 4. DUTIES AND POWERS OF THE TRUSTEE WITH RESPECT TO INVESTMENTS

      4.1 The assets of the Trust Fund shall be invested by the Trustee in
accordance with the written investment guidelines provided from time to time by
the Company. In this regard, pursuant to instructions given by the Company, the
Trustee shall allocate the assets of the Trust


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Fund among one or more accounts ("Accounts"). The Company may further direct the
Trustee to deposit the assets of an Account with an independent fund manager
("Custodian"), who may be a mutual fund manager, and to delegate the investment
responsibility for the Account to such Custodian.

      The Custodian of an Account shall invest and reinvest the Account as
directed by or shall arrange that the Trustee shall receive confirmation of
transactions within an Account managed by a Custodian, that no amounts invested
with a Custodian may be disbursed to anyone other than by instruction from the
Trustee, and that upon the Company's bankruptcy or insolvency the Custodian
shall be advised of such event by the Board and the Chief Executive Officer of
the Company, and such Custodians shall thereafter accept only the instructions
of the Trustee.

      In the event that assets are transferred to a Custodian pursuant to the
instructions of the Company, the Trustee shall not be responsible for the
selection of such Custodian or the acts of the Custodian including but not
limited to the safekeeping of the assets of the Account, the investments of the
assets, or disbursement of any amount from the Account by the Custodian.

      4.2 Subject to the provisions of Section 4.1, the Trustee shall have the
following additional powers and authority with respect to all property
constituting a part of the Trust Fund:

      (a)   To sell, exchange or transfer any such property at public or private
            sale for cash or on credit and grant options for the purchase or
            exchange thereof, including call options for property held in the
            Trust Fund and put options for the purchase of property.

      (b)   To participate in any plan of reorganization, consolidation, merger,
            combination, liquidation or other similar plan relating to any such
            property, and to consent to or


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            oppose any such plan or any action thereunder, or any contract,
            lease, mortgage, purchase, sale or other action by any corporation
            or other entity.

      (c)   To use Trust Fund assets to purchase, and to pay all premiums and
            other charges upon, individual or group annuity or life insurance
            contracts, the rates of return and maturity dates of which may
            reasonably be expected to yield assets of the Trust Fund sufficient
            to assist' the Company in paying benefits under the Plan, and to
            withdraw from or borrow against such policies and contracts.

      (d)   To deposit any such property with any protective, reorganization or
            similar committee; to delegate discretionary power to any such
            committee; and to pay part of the expenses and compensation of any
            such committee and any assessments levied with respect to any
            property so deposited.

      (e)   To exercise any conversion privilege or subscription right available
            in connection with any such property; to oppose or to consent to the
            reorganization, consolidation, merger or readjustment of the
            finances of any corporation, company or association, or to the sale,
            mortgage, pledge or lease of the property of any corporation,
            company or association any of the securities of which may at any
            time be held in the Trust Fund and to do any act with reference
            thereto, including the exercise of options, the making of agreements
            or subscriptions and the payment of expenses, assessments or
            subscriptions, which may be deemed necessary or advisable in
            connection therewith, and to hold and retain any securities or other
            property which it may so acquire.


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      (f)   To commence or defend suits or legal proceedings and to represent
            the Trust in all suits or legal proceedings; to settle, compromise
            or submit to arbitration, any claims, debts or damages, due or owing
            to or from the Trust.

      (g)   To exercise, personally or by general or limited power of attorney,
            any right, including the right to vote, appurtenant to any
            securities or other such property.

      (h)   To borrow money from any lender in such amounts and upon such terms
            and conditions as shall be deemed advisable or proper to carry out
            the purposes of the Trust and to pledge any securities or other
            property for the repayment of any such loan.

      (i)   To engage any legal counsel, including counsel to the Company, any
            enrolled actuary, or any other suitable agents to consult with such
            counsel, enrolled actuary, or agents with respect to the
            construction of this Trust Agreement, the duties of the Trustee
            hereunder, the transactions contemplated by this Trust Agreement or
            any act which the Trustee proposes to take or omit, to rely upon the
            advice of such counsel, enrolled actuary or agents, and to pay its
            reasonable fees, expenses and compensation.

      (j)   To register any securities held by it in its own name or in the name
            of any custodian of such property or of its nominee, including the
            nominee of any system for the central handling of securities, with
            or without the addition of words indicating that such securities are
            held in a fiduciary capacity, to deposit or arrange for the deposit
            of any such securities with such a system and to hold any securities
            in bearer form.


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      (k)   To make, execute and deliver, as Trustee, any and all deeds, leases,
            notes, bonds, guarantees, mortgages, conveyances, contracts,
            waivers, releases or other instruments in writing necessary or
            proper for the accomplishment of any of the foregoing powers.

      (l)   To transfer assets of the Trust Fund to a successor trustee as
            provided in Section 1.4.

      (m)   To exercise, generally, any of the powers which an individual owner
            might exercise in connection with property either real, personal or
            mixed held by the Trust Fund, and to do all other acts that the
            Trustee may deem necessary or proper to carry out any of the powers
            set forth in this Section 4 or otherwise in the best interests of
            the Trust Fund.

SECTION 5. PAYMENTS BY THE TRUSTEE

      5.1 The establishment of the Trust and the payment or delivery to the
Trustee of money or other property acceptable to the Trustee shall not vest in
Plan participants or their beneficiaries any right, title or interest in and to
any assets of the Trust, except as otherwise set forth in this Section 5.

      5.2 The Trustee shall make payment of Plan benefits to participants and
beneficiaries of the Plan from the assets held in the Trust Fund, if and to the
extent such assets are available for distribution, in accordance with the terms
and conditions set forth in the Plan and subject to the election, if any, of the
participant or his beneficiary thereunder.


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      5.3 If the Trust Fund is not sufficient to make one or more payments of
benefits due under the Plan to such participant or beneficiary in accordance
with the terms of the Plan, the Company shall make the balance of each such
payment as it falls due.

      5.4 Notwithstanding anything contained in this Trust Agreement to the
contrary, if at any time the Trust finally is determined by the Internal Revenue
Service ("IRS") not to be a "grantor trust" with the result that the income of
the Trust Fund is not treated as income of the Company pursuant to Subpart E,
Part I of Subchapter J of the Code, or if a tax is finally determined by the IRS
or is determined by counsel to the Trustee to be payable by any Plan participant
or beneficiary in respect of any vested interest in the Trust Fund prior to
payment of such interest to such participant or beneficiary, then the Trust
shall immediately terminate and the full fair market value of the assets in the
Trust Fund shall be returned to the Company. The Company shall fully reimburse
each participant and their beneficiaries for any tax liability they may incur
pursuant to the operation of this Section. For purposes of this Section, a final
determination of the IRS shall be a decision rendered by the IRS which is no
longer subject to administrative appeal within the IRS.

      5.5 Notwithstanding anything in this Trust Agreement to the contrary, the
Company shall remain primarily liable under the Plan to pay benefits. However,
the Company's liability under the Plan shall be reduced or offset to the extent
and by the value of any benefit payments under the Plan made from the Trust.

      5.6 The Trustee shall deduct from each payment under this Trust Agreement
any federal, state or local withholding or other taxes or charges which the
Trustee may be required to


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deduct under applicable laws, shall pay such amount to the appropriate
governmental authorities, and shall inform the Company of all amounts so
deducted and paid.

SECTION 6. FUNDING OF THE TRUST

      6.1 Amounts held for the benefit of each participant and beneficiary in
the Trust shall be held, administered and accounted for the benefit of
participants and beneficiaries of the Plan. The Trust Fund shall consist of such
sums of money and such other property acceptable to the Trustee as shall from
time to time be paid or delivered to the Trustee by the Company, and any
earnings or profits thereon. The Company shall make contributions to the Trust
from time to time in accordance with such funding method and policy as will
permit the Trust to make payment of benefits provided by the Plan. In the event
that the total assets of the Trust Fund at any time exceed the arithmetic sum of
all benefits accrued under the Plan for participants and beneficiaries, the
Trustee shall follow the written instructions from the Company as to the
disposition of such excess amount, which instructions may include payment of
such amount to the Company. In determining the value of the Trust as of any
date, Trust assets shall be valued on the basis of their then fair market value.

SECTION 7. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO PARTICIPANTS AND
BENEFICIARIES WHEN COMPANY IS INSOLVENT

      7.1 It is the intent of the parties hereto that the Trust assets are and
shall remain at all times subject to the claims of the general creditors of the
Company. Accordingly, the Company shall not create a security interest in the
Trust assets in favor of the Participants and beneficiaries of the Plan or any
creditor.


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      (a)   If the Trustee receives the notice provided for in Section 7.2
            hereof, or otherwise receives actual notice that the Company is
            insolvent or bankrupt as defined in Section 7.2 hereof, the Trustee
            will make no further distributions from the Trust to any of the
            participants or beneficiaries of the Plan but will deliver the
            entire amount of the Trust assets only as a court of competent
            jurisdiction, or duly appointed receiver or other person authorized
            to act by such a court, may direct to make the Trust assets
            available to satisfy the claims of the Company's general creditors.
            The Trustee shall resume distributions from the Trust to the
            participants and beneficiaries of the Plan under the terms hereof,
            upon no less than thirty (30) days, advance notice to the Company,
            if it determines that the Company was not, or is no longer bankrupt
            or insolvent. Unless the Trustee has actual knowledge of the
            Company's bankruptcy or insolvency, the Trustee shall have no duty
            to inquire whether the Company is bankrupt or insolvent.

      (b)   If a person claiming to be a creditor of the Company alleges in
            writing to the Trustee that the Company has become insolvent, the
            Trustee shall within thirty (30) days independently determine
            whether the Company is insolvent.

            The Company shall cooperate with and assist the Trustee in making
            such determination. In making such a determination, the Trustee may
            retain outside experts competent to advise the Trustee as to whether
            the Company has, in fact, become insolvent. The expense of retaining
            such outside experts shall be deemed to be expenses within the scope
            of Section 9.2.


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      7.2 The Board and Chief Executive officer shall advise the Trustee
promptly in writing of the Company's bankruptcy or insolvency. The Company shall
be deemed to be bankrupt or insolvent upon the occurrence of any of the
following:

      (a)   The Company shall make an assignment for the benefit of creditors,
            file a petition in bankruptcy, petition or apply to any tribunal for
            the appointment of a custodian, receiver, liquidator, sequestrator,
            or any trustee for it or a substantial part of its assets, or shall
            commence any case under any bankruptcy, reorganization, arrangement,
            readjustment of debt, dissolution, or liquidation law or statute of
            any jurisdiction (federal or state), whether now or hereafter in
            effect; or if there shall have been filed any such petition or
            application, or any such case shall have been commenced against it,
            in which an order for relief is entered or which remains
            undismissed; or the Company by any act or omission shall indicate
            its consent to, approval of or acquiescence in any such petition,
            application or case or order for relief or to the appointment of a
            custodian, receiver or any trustee for it or any substantial part of
            any of its property, or shall suffer any such custodianship,
            receivership, or trusteeship to continue undischarged; or

      (b)   The Company shall generally not pay its debts as such debts become
            due or shall cease to pay its debts in the ordinary course of
            business.

      7.3 If the Trustee discontinues payments of benefits under the Plan from
the Trust pursuant to Section 7.1 of this Trust Agreement and subsequently
resumes such payments, the first payment to a participant or beneficiary
following such discontinuance shall include the aggregate amount of all payments
which would have been made to the participant or beneficiary


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in accordance with the Plan during the period of such discontinuance, less the
aggregate amount of payments of benefits under the Plan made to the participant
or beneficiary by the Company during any such period of discontinuance.

SECTION 8. THIRD PARTIES

      8.1 A third party dealing with the Trustee shall not be required to make
inquiry as to the authority of the Trustee to take any action nor be under any
obligation to see to the proper application by the Trustee of the proceeds of
sale of any property sold by the Trustee or to inquire into the validity or
propriety of any act of the Trustee.

SECTION 9. TAXES, EXPENSES AND COMPENSATION

      9.1 The Company shall from time to time pay taxes of any and all kinds
whatsoever which at any time are lawfully levied or assessed upon or become
payable in respect of the Trust Fund, the income or any property forming a part
thereof, or any security transaction pertaining thereto. To the extent that any
taxes lawfully levied or assessed upon the Trust Fund are not paid by the
Company, the Trustee shall pay such taxes out of the Trust Fund. The Trustee
shall withhold Federal, State and local taxes from any payments made to a
participant or beneficiary in accordance with the provisions of applicable law.
The Trustee shall contest the validity of taxes in any manner deemed appropriate
by the Company or its counsel, but at the Company's expense, and only if it has
received an indemnity bond or other security satisfactory to it to pay any such
expenses. In the alternative, the Company may itself contest the validity of any
such taxes.

      9.2 The Company shall pay the Trustee such reasonable compensation for its
services as may be agreed upon in writing from time to time by the Company and
the Trustee. The


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Company shall also pay the reasonable expenses incurred by the Trustee in the
performance of its duties under this Trust Agreement, including fees of counsel
engaged by the Trustee. Such compensation and expenses shall be charged against
and paid from the Trust Fund to the extent that the Company does not pay such
compensation.

SECTION 10. ADMINISTRATION AND RECORDS

      10.1 The Trustee shall keep or cause to be kept accurate and detailed
accounts of any investments, receipts, disbursements and other transactions
hereunder, and all accounts, books and records relating thereto shall be open to
inspection and audit at all reasonable times by any person designated by the
Company. All such accounts, books and records shall be preserved (in original
form, or on microfilm, magnetic tape or any other similar process) for such
period as the Trustee may determine, but the Trustee may only destroy such
accounts, books and records after first notifying the Company in writing of its
intention to do so and transferring to the Company any of such accounts, books
and records requested.

      10.2 Within 30 days after the close of each calendar year, and within 30
days after the removal or resignation of the Trustee or the termination of the
Trust, the Trustee shall file with the Company a written account setting forth
all investments, receipts, disbursements and other transactions effected by it
during the preceding calendar year, or during the period from the close of the
preceding calendar year to the date of such removal, resignation or termination,
including a description of all investments and securities purchased and sold
with the cost or net proceeds of such purchases or sales and showing all cash,
securities and other property held at the end of such calendar year or other
period.


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      10.3 The Trustee shall from time to time permit an independent public
accountant selected by the Company (except one to whom the Trustee has
reasonable objection) to have access during ordinary business hours to such
records as may be necessary to audit the Trustee's accounts.

      10.4 As of the last day of each calendar year and such other times as the
Company may reasonably request, the fair market value of the assets held in the
Trust Fund shall be determined. Within 30 days after the close of each calendar
year, the Trustee shall file with the Company the written report of the
determination of such fair market value of the assets held in the Trust Fund.

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

      10.6 In the event of the removal or resignation of the Trustee, the
Trustee shall deliver to the successor Trustee all records which shall be
required by the successor Trustee to enable it to carry out the provisions of
this Trust Agreement.

      10.7 In addition to any returns required of the Trustee by law, the
Trustee shall prepare and file such tax reports and other returns as the Company
and the Trustee may from time to time agree.

SECTION 11. REMOVAL OR RESIGNATION OF THE TRUSTEE AND DESIGNATION OF SUCCESSOR
TRUSTEE

      11.1 At any time the Company may remove the Trustee with or without cause,
upon at least 60 days, notice in writing to the Trustee. A copy of such notice
shall be sent to the Trustee.


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      11.2 The Trustee may resign at any time upon at least 60 days, notice in
writing to the Company.

      11.3 In the event of such removal or resignation, the Trustee shall duly
file with the Company a written account as provided in Section 10.2 of this
Trust Agreement for the period since the last previous annual accounting,
listing the investments of the Trust and any uninvested cash balance thereof,
and setting forth all receipts, disbursements, distributions and other
transactions respecting the Trust not included in any previous account.

      11.4 Within 60 days after any such notice of removal or resignation of the
Trustee, the Company shall designate a successor Trustee qualified to act
hereunder. Each such successor Trustee, during each period as it shall act as
such, shall have the powers, duties and restrictions (including without
limitation, the restrictions regarding amendment of certain sections of this
Trust Agreement as described in Section 14.1 hereof) herein conferred upon the
Trustee, and the word "Trustee" wherever used herein, except where the context
otherwise requires, shall be deemed to include any successor Trustee. Upon
designation of a successor Trustee and delivery to the resigned or removed
Trustee of written acceptance by the successor Trustee of such designation, such
resigned or removed Trustee shall promptly assign, transfer, deliver and pay
over to such Trustee, in conformity with the requirements of applicable law, the
funds and properties in its control or possession then constituting the Trust
Fund.

SECTION 12. ENFORCEMENT OF TRUST AGREEMENT AND LEGAL PROCEEDINGS

      12.1 The Company shall have the right to enforce any provision of this
Trust Agreement. The general creditors of the Company shall have the right under
federal and state laws to enforce the Trust provisions opening the Trust to such
general creditors in the event of


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insolvency of the Company. In any action or proceedings affecting the Trust the
only necessary parties shall be the Company and the Trustee and, except as
otherwise required by applicable law, no other person shall be entitled to any
notice or service of process. Any judgment entered in such an action or
proceeding shall to the maximum extent permitted by applicable law be binding
and conclusive on all persons having or claiming to have any interest in the
Trust.

SECTION 13. TERMINATION AND SUSPENSION

      13.1 The Trust shall terminate when all payments which have or may become
payable pursuant to the terms of the Trust have been made and any remaining
assets shall then be paid by Trustee to the Company.

SECTION 14. AMENDMENTS

      14.1 The Company may from time to time amend or modify, in whole or in
part, any or all of the provisions of this Trust Agreement (except Sections 1.1,
3.1, 5, 10, 11.4, 12, 13, 14 and 16, which sections may only be amended by the
unanimous written consent of all participants and beneficiaries of the Plan),
with the written consent of the Trustee, but without the consent of any
participant or beneficiary of the Plan, provided that any such amendment shall
not adversely affect the rights of any participant or beneficiary hereunder, or
cause the Trust to cease to constitute a grantor trust as described in Section
5.4 of this Trust Agreement; provided further, that the Trust created hereunder
shall be irrevocable by the Company without the express written consent of all
participants and beneficiaries of the Plan.

      14.2 The Company and the Trustee shall execute such supplements to, or
amendments of, this Trust Agreement as shall be necessary to give effect to any
such amendment or modification.


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SECTION 15. NONALIENATION

      15.1 Except insofar as applicable law may otherwise require and subject to
Sections 1.1, 3.1 and 7 of this Trust Agreement, W no amount payable to or in
respect of any participant or beneficiary at any time under the Trust shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such amount, whether presently or thereafter payable,
shall be void; and (ii) the Trust Fund shall in no manner be liable for or
subject to the debts or liabilities of a participant or beneficiary.

SECTION 16. COMMUNICATIONS

      16.1 Communications to the Company shall be addressed to Phillips
Petroleum Company, Attention: Senior Vice President and Treasurer, 17 Phillips
Building, Bartlesville, Oklahoma 74004; provided, however, that upon the
Company's written request, such communications shall be sent to such other
address as the Company may specify.

      16.2 Communications to the Trustee shall be addressed to WestStar Bank,
Attention: Trust Department, 100 S. E. Frank Phillips Boulevard, Bartlesville,
Oklahoma 74003; provided, however, that upon the Trustee's written request, such
communications shall be sent to such other address as the Trustee may specify.

      16.3 No communication shall be binding on the Trustee until it is received
by the Trustee, no communication shall be binding on the Company until it is
received by the Company and no communication shall be binding on any participant
or beneficiary until it is received by the participant or beneficiary.


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      16.4 Any action of the Company pursuant to this Trust Agreement, including
all orders, requests, directions, instructions, approvals and objections of the
Company to the Trustee, shall be in writing, signed on behalf of the Company by
any duly authorized officer of the Company. Any action by any participant or
beneficiary shall be in writing. The Trustee may rely on, and will be fully
protected with respect to any such action taken or omitted in reliance on, any
information, order, request, direction, instruction, approval, objection, and
list delivered to the Trustee by the Company or, to the extent applicable under
this Trust Agreement by a participant or beneficiary.

SECTION 17. MISCELLANEOUS PROVISIONS

      17.1 This Trust Agreement shall be binding upon and inure to the benefit
of the Company and the Trustee and their respective successors and assigns and
the personal representatives of individuals.

      17.2 The Trustee assumes no obligation or responsibility with respect to
any action required by this Trust Agreement on the part of the Company.

      17.3 Each participant or beneficiary shall file with the Trustee such
pertinent personal information as the Trustee shall specify, and shall have no
rights nor be entitled to any benefits under the Trust unless such information
is filed.

      17.4 Any corporation into which the Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any merger,
reorganization or consolidation to which the Trustee may be a party, or any
corporation to which all or substantially all the trust business of the Trustee
may be transferred shall be the successor of the Trustee hereunder without the
execution or filing of any instrument or the performance of any act.


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      17.5 Titles to the Sections of this Trust Agreement are included for
convenience only and shall not control the meaning or interpretation of any
provision of this Trust Agreement.

      17.6 This Trust Agreement and the Trust established here under shall be
governed by and construed, enforced, and administered in accordance with the
laws of the State of Oklahoma and the Trustee shall be liable to account only in
the courts of the State of Oklahoma.

      17.7 This Trust Agreement may be executed in any number of counterparts,
each of which shall be deemed to be the original although the others shall not
be produced.

      17.8 The words "beneficiary" or "beneficiaries" shall have the meaning set
forth in the Plan.

IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the parties
hereto as of the day and year first above written.


ATTEST:                               PHILLIPS PETROLEUM COMPANY


By:      /s/  Dale J. Billam          By:      /s/  T. C. Morris
         --------------------------            ---------------------------------
Title:   Secretary                    Title:   Sr. V. P., Treasurer and CFO
         --------------------------            ---------------------------------


                                      WESTSTAR BANK, a state banking corporation
ATTEST:

By:      /s/  Frances David           By:      /s/  Bertha Lankriet
         --------------------------            ---------------------------------
Title:   Asst. Secretary              Title:   Vice President and Trust Officer
         --------------------------            ---------------------------------


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STATE OF OKLAHOMA)           )

                             )    SS

COUNTY OF WASHINGTON         )

      On this 23rd day of June 1995, before me came T. C. Morris to me known,
who, being by me duly sworn, did depose and say that he resides at Bartlesville,
Oklahoma; that he is the Sr. V.P., Treasurer & CFO of PHILLIPS PETROLEUM
COMPANY, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation or by a duly authorized committee
thereof; and that he signed his name thereto by like order.


                                            /s/ Connie Wallace
                                            ------------------------------------
                                            Notary Public

My Commission expires:

July 11, 1996

STATE OF OKLAHOMA)              )

                                )    SS

COUNTY OF WASHINGTON            )

      On this 22nd day of June 1995, before me came Bertha Lanckriet to me
known, who, being by me duly sworn, did depose and say that she resides at
Bartlesville, Oklahoma; that she is the V. Pres. & Trust Officer of WESTSTAR
BANK, a state banking corporation, the corporation described in and which
executed the foregoing instrument; that she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that she
signed her name thereto by like order.


                                            /s/ Mickie Wheat
                                            ------------------------------------
                                            Notary Public

My Commission Expires:

March 20, 1999