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                                                                   Exhibit 10.10


                           PHILLIPS PETROLEUM COMPANY

                             GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (the "Trust Agreement") is made as of this 1st day
of June, 1998 by and between PHILLIPS PETROLEUM COMPANY ("the Company") and
WACHOVIA BANK, N.A. ("the Trustee").

                                    RECITALS

(a)      WHEREAS, the Company has adopted the nonqualified deferred
         compensation Plans and Agreements (the "Arrangements") as listed in
         Attachment 1;

(b)      WHEREAS, the Company has incurred or expects to incur liability under
         the terms of such Arrangements with respect to the individuals
         participating in such Arrangements (the "Participants and
         Beneficiaries");

(c)      WHEREAS, The Chase Manhattan Bank, N.A. ("Chase") currently serves as
         trustee for the Arrangements;

(d)      WHEREAS, the Company has determined that Chase shall no longer serve as
         trustee for the Arrangements and that Wachovia Bank, N.A. shall serve
         as successor trustee for the Arrangements effective as of June 1, 1998;

(e)      WHEREAS, the Trustee wishes to serve as trustee for the Arrangements;

(f)      WHEREAS, the Company and the Trustee deem it necessary and desirable to
         enter into this written agreement of Trust for the Arrangements (the
         "Trust Agreement") to amend and restate the terms and conditions of the
         Trust for the Arrangements (the "Trust");

(g)      WHEREAS, the Trust has been and is intended to be a "grantor trust"
         with the corpus and income of the Trust treated as assets and income of
         the Company for federal income tax purposes pursuant to Sections 671
         through 679 of the Internal Revenue Code of 1986, as amended;

(h)      WHEREAS, the Company desires that the terms of the Trust continue to
         permit the particular identification of portions of the funds deposited
         in trust to particular Arrangements and 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 prior to a Change of Control;

(i)      WHEREAS, subject to the claims of the creditors of the Company or its
         Participating Subsidiaries, as defined herein, in the event of the
         Insolvency (as herein defined) of the Company or its Participating
         Subsidiaries, the Company hereby contributes to the Trust assets that
         should be held therein until paid to Participants and their
         Beneficiaries in such manner and at such times as specified in the
         Arrangements and in this Trust Agreement;
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(j)      WHEREAS, it is the intention of the parties that this Trust shall
         constitute an unfunded arrangement and shall not affect the status of
         the Arrangements as an unfunded plan maintained for the purpose of
         providing deferred compensation for a select group of management or
         highly compensated employees for purposes of Title I of the Employee
         Retirement Income Security Act of 1974, as amended ("ERISA"); and

(k)      WHEREAS, it is the intention of the Company to make contributions to
         the Trust to provide itself with a source of funds (the "Fund") to
         assist it in satisfying its liabilities under the Arrangements.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

SECTION 1.   ESTABLISHMENT OF THE TRUST

(a)      The Trust is intended to be a Grantor Trust, of which the Company is
         the Grantor, within the meaning of subpart E, part 1, subchapter J,
         chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.

(b)      The Company shall be considered a Grantor for the purposes of the
         Trust.

(c)      Subject to Section 5(b), the Trust hereby established is irrevocable by
         the Company.

(d)      The Company hereby agrees that the assets held in the Trust by Chase
         for the Arrangements shall be transferred to the Trustee in the Trust
         and shall become the principal of the Trust to be held, administered
         and disposed of by the Trustee as provided in this Trust Agreement.

(e)      The principal of the Trust, and any earnings thereon shall be held
         separate and apart from other funds of the Company and shall be used
         exclusively for the uses and purposes of Participants and general
         creditors as herein set forth. Participants and their Beneficiaries
         shall have no preferred claim on, or any beneficial ownership interest
         in, any assets of the Trust. Any rights created under the Arrangements
         and this Trust Agreement shall be unsecured contractual rights of
         Participants and their Beneficiaries against the Company. Any assets
         held by the Trust will be subject to the claims of the general
         creditors of the Company under federal and state law in the event the
         Company is Insolvent, as defined in Section 3(a) herein.

(f)      The Company, in its sole discretion, may at any time, or from time to
         time, make additional deposits of cash or other property acceptable to
         the Trustee in the Trust to augment the principal to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement. Prior to a Change of Control, neither the Trustee nor any
         Participant or Beneficiary shall have any right to compel additional
         deposits.

(g)      Upon a Change of Control, the Company shall, as soon as possible, but
         in no event longer than thirty (30) days following the occurrence of a
         Change of Control, as defined herein, make an irrevocable contribution
         to the Trust in an amount that is sufficient to fund the Trust in an
         amount equal to no less than one-hundred percent (100%) but no more
         than
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         one-hundred and twenty (120%) of the Required Funding Amount, together
         with the amount of the Expense Account as established by the Trustee
         pursuant to Section 1(h). The determination of such Required Funding
         Amount and the Expense Account to be contributed after a Change of
         Control shall be determined by the Trustee in the same manner as the
         determination of such amount required under paragraph (f) of this
         Section 1, and such amounts shall be communicated to the Company by the
         Trustee in writing

(h)      The Trustee may from time to time earmark funds in the Fund to be held
         in an Expense Account and used to pay the Trustee's fees and Trust
         expenses, provided that the aggregate of all amounts credited to the
         Expense Account prior to a Change of Control shall not be more than
         $250,000, and after a Change of Control shall not be less than $250,000
         nor more than two percent (2%) of the value of the Fund. To the extent
         that there is a balance in the Expense Account, the Trustee shall
         utilize such Expense Account for payment of its fees and expenses, and
         in the absence of such a balance, the Trustee shall seek payment from
         the Company. In the event that the Company shall fail or refuse to make
         such payment within sixty (60) days of demand, the Trustee may satisfy
         such obligations out of the assets of the Trust. If after a Change of
         Control the Trustee satisfies obligations out of the assets of the
         Trust, the Company shall immediately upon demand by the Trustee deposit
         into the Trust Fund a sum equal to the amount demanded by the Trustee
         to reimburse the Fund for such expenses. If such funds are not
         deposited with sixty (60) days of such demand, the Trustee may, in its
         discretion, commence legal action against the Company for recovery of
         the amount paid out of the Trust and demanded by the Trustee.

(i)      In its discretion, the Trustee may institute an action to collect a
         contribution due the Trust following a Change of Control or in the
         event that the Trust should ever experience a short-fall in the amount
         of assets necessary to make payments pursuant to the terms of the
         Arrangements, or if the Company should ever fail to contribute the
         amounts requested by the Trustee pursuant to Sections I (f) or I (g).

SECTION 2.   PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a)      Prior to a Change of Control, distributions from the Trust shall be
         made by the Trustee to Participants and Beneficiaries at the direction
         of the Company except as may otherwise be provided by this Trust. The
         entitlement of a Participant or his or her Beneficiaries to benefits
         under the Arrangements shall be determined by the Company or such party
         or professional administrator as it shall designate under the
         Arrangements as the Company's agent, and any claim for such benefits
         shall be considered and reviewed under the procedures set out in the
         Arrangements except as may otherwise be provided by this Trust.

(b)      Notwithstanding Section 2(a), a Participant or Beneficiary who believes
         that he is entitled to a distribution pursuant to one or more of the
         Arrangements may make application to the Trustee for an independent
         determination by the Trustee concerning his entitlement after he has
         exhausted his administrative remedies under the Arrangement at issue.
         In making its independent determination, the Trustee may consider
         information provided it
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         by the Participant or Beneficiary or the Company. The Trustee shall, in
         such case, reach its own independent determination as to the
         Participant's or Beneficiary's entitlement to such benefits under the
         Arrangement, even if the Trustee has been informed by the Company that
         the individual is not entitled to the benefit. Such determination shall
         be made within sixty (60) days of the Trustee's receipt of the
         Participant's or Beneficiary's application for determination. If the
         Trustee so desires, it may, in its sole discretion, make additional
         inquiries and take such additional measures as it deems necessary in
         order to enable it to determine whether such benefits claimed are due
         and payable, including but not limited to, interviewing or requesting
         affidavits from appropriate persons. The Trustee may engage an actuary,
         independent of the Company, to assist it in determining whether
         benefits are due and payable. In addition, the Trustee may engage its
         own counsel or other experts it deems necessary. The cost of such
         actuary, counsel, and other expert, and any other costs reasonably
         incurred by the Trustee in making its determination shall be borne by
         the Company. If the Company fails to pay any such costs when due, the
         Trustee may use the assets of the Trust Fund to pay them as provided in
         Section I(h). The determination of the Trustee shall be final and
         binding on all parties. Upon determining that an individual is entitled
         to receive payment of a benefit, the Trustee shall notify such
         individual and the Company of the amount payable and the data upon
         which such determination is based. The Company waives any right to
         contest any amount paid over by the Trustee hereunder pursuant to a
         good faith determination made by the Trustee notwithstanding any claim
         by or on behalf of the Company (absent a manifest abuse of discretion
         by the Trustee) that such payments should not be made.

(c)      The Company may make payment of benefits directly to Participants or
         their Beneficiaries as they become due under the terms of the
         Arrangements. The Company shall notify the Trustee of its decision to
         make payment of benefits directly to Participants or their
         Beneficiaries prior to the time amounts are payable to such
         individuals. The Trustee may reimburse the Company for such payments
         upon presentation of proof satisfactory to the Trustee, in its
         discretion, that such payments have in fact been made. In the event the
         Company makes such payments directly, the Company may request the
         Trustee within thirty (30) days of the making of the payment to
         reimburse the Company for such payment from the Trust, and upon receipt
         of evidence satisfactory to the Trustee that such payment has been
         made, the Trustee shall pay such reimbursement to the Company. In
         addition, if the principal of the Trust, and any earnings thereon, are
         not sufficient to make payments of benefits in accordance with the
         terms of the Arrangements, the Company shall make the balance of each
         such payment as it falls due in accordance with the Arrangements. The
         Trustee shall notify the Company where principal and earnings are not
         sufficient. Nothing in this Agreement shall relieve the Company of its
         liabilities to pay benefits due under the Arrangements except to the
         extent such liabilities are met by application of assets of the Trust.

(d)      The Company shall provide the Trustee with a copy of each Arrangement
         and shall provide the Trustee with a copy of any amendment to any
         Arrangement within thirty (30) days of the adoption of the amendment.
         The Trustee shall be entitled to rely on the terms of each Arrangement
         as in effect prior to its amendment until the Trustee receives a copy
         of such amendment.
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(e)      On or before each Funding Date, the Company shall deliver to the
         Trustee a schedule of benefits due under the Arrangements. Such
         information shall, for defined benefit obligations, consist of
         information of the same type as is furnished by the Company to the
         actuary for its tax qualified defined benefit plan for those
         Participants actively employed, recognizing that individual benefit
         amounts cannot be finalized until commencement of benefits and
         application of certain federal tax limitations to the Participant's
         qualified plan benefits. Such information for individual deferred
         compensation account balances and defined contribution obligations
         shall consist of such information as determined by the third party
         recordkeeper. The Company agrees to cooperate at all times with the
         Trustee to furnish updated data as is necessary to determine final
         benefits due to each Participant and Beneficiary. Subsequent to a
         Change of Control, the Trustee shall pay benefits due in accordance
         with such schedule. After a Change of Control, the Company shall
         continue to make the determination of benefits due to Participants or
         their Beneficiaries and shall provide the Trustee with an updated
         schedule of benefits due; provided however, a Participant or their
         Beneficiaries may make application to the Trustee for an independent
         decision as to the amount or form of their benefits due under the
         Arrangements as provided by Section 2(b).

(f)      The Trustee agrees that it will not itself institute any action at law
         or at equity, whether in the nature of an accounting, interpleading
         action, request for a declaratory judgment or otherwise, requesting a
         court or administrative or quasi-judicial body to make the
         determination required to be made by the Trustee under this Section 2
         in the place and stead of the Trustee.

SECTION 3.   TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO THE TRUST BENEFICIARY
             WHEN THE COMPANY IS INSOLVENT

(a)      The Trustee shall cease payment of benefits to Participants and their
         Beneficiaries if the Company is Insolvent. The Company shall be
         considered "Insolvent" for purposes of this Trust Agreement if (i) the
         Company is unable to pay its debts as they become due, or (ii) the
         Company is subject to a pending proceeding as a debtor under the United
         States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, the principal and
         income of the Trust shall be subject to claims of general creditors of
         the Company under federal and state law as set forth below.

         (1)      The Board of Directors and the Chief Executive Officer of the
                  Company shall have the duty to inform the Trustee in writing
                  that the Company is Insolvent. 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 determine
                  whether the Company is Insolvent and, pending such
                  determination, the Trustee shall discontinue payment of
                  benefits to Participants or their Beneficiaries.

         (2)      Unless the Trustee has actual knowledge that the Company is
                  Insolvent, or has received notice from the Company or a person
                  claiming to be a creditor alleging that the Company is
                  Insolvent, the Trustee shall have no duty to inquire whether
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                  the Company is Insolvent. The Trustee may in all events rely
                  on such evidence concerning the Company's solvency as may be
                  furnished to the Trustee and that provides the Trustee with a
                  reasonable basis for making a determination concerning the
                  Company's solvency.

         (3)      If at any time the Trustee has determined that the Company is
                  Insolvent, the Trustee shall discontinue payments to
                  Participants or their Beneficiaries and shall hold the assets
                  of the Trust for the benefit of the Company's general
                  creditors. Nothing in this Trust Agreement shall in any way
                  diminish any rights of Participants or their Beneficiaries to
                  pursue their rights as general creditors of the Company with
                  respect to benefits due under the Arrangements or otherwise.

         (4)      The Trustee shall resume the payment of benefits to
                  Participants or their Beneficiaries in accordance with Section
                  2 of this Trust Agreement only after the Trustee has
                  determined that the Company is not Insolvent (or is no longer
                  Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee discontinues
         the payment of benefits from the Trust pursuant to Section 3(b) hereof
         and subsequently resumes such payments, the first payment following
         such discontinuance shall include the aggregate amount of all payments
         due to Participants or their Beneficiaries under the terms of the
         Arrangements for the period of such discontinuance, less the aggregate
         amount of any payments made to Participants or their Beneficiaries by
         the Company in lieu of the payments provided for hereunder during any
         such period of discontinuance.

(d)      For purposes of this Section 3, Company shall include its Participating
         Subsidiaries, where "Participating Subsidiary" is defined as a
         subsidiary of the Company, of which the Company beneficially owns,
         directly or indirectly, more than 50% of the aggregate voting power of
         all outstanding classes and series of stock, where such subsidiary has
         adopted one or more of the Arrangements and has employed one or more
         Participants.

SECTION 4.   PAYMENTS WHEN A SHORT-FALL OF THE TRUST ASSETS OCCURS

(a)      If there are not sufficient assets for the payment of benefits pursuant
         to Section 2 or Section 3(c) hereof and the Company does not otherwise
         make such payments within a reasonable time after demand from the
         Trustee, the Trustee shall make payment of benefits from the Trust to
         the Participants or their Beneficiaries as payments become due to those
         individuals. If at any time the assets of the Trust are insufficient to
         pay all Participants and Beneficiaries to whom a payment is then owed,
         such payments shall be reduced pro rata based on the amounts then due
         and payable.

(b)      Upon receipt of a contribution from the Company necessary to make up
         for a shortfall in the payments due, the Trustee shall resume payments
         to all the Participants and Beneficiaries under the Arrangements. The
         Trustee shall have the night to compel a contribution to the Trust from
         the Company to make-up for any shortfall at any time.
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SECTION 5.   PAYMENTS TO THE COMPANY

(a)      Except as provided in Sections 2(c), 3, 5(b) and 8(a), the Company
         shall have no right or power to direct the Trustee to return to the
         Company or to divert to others any of the Trust assets before all
         payment of benefits have been made to Participants and their
         Beneficiaries pursuant to the terms of the Arrangements.

(b)      If this Trust is determined to not constitute: (i) a grantor trust as
         set forth in paragraph (g) of the Recitals, or (ii) an unfunded
         arrangement under ERISA as set forth in paragraph (j) of the Recitals,
         by a federal court and appeals from that holding are no longer timely
         or have been exhausted, this Trust shall terminate. The Board of
         Directors of the Company may also terminate this Trust if it
         determines, based upon an opinion of legal counsel which is
         satisfactory to the Trustee, that either (i) judicial authority or the
         opinion of the U.S. Department of Labor, Treasury Department or
         Internal Revenue Service (as expressed in proposed or final
         regulations, advisory opinions or rulings, or similar administrative
         announcements) creates a significant risk that the Trust will be
         funding for a pension benefit plan within the meaning of ERISA ("ERISA
         Funding") or the Internal Revenue Code ("Tax Funding"), or (ii) ERISA
         or the Internal Revenue Code requires the Trust to be amended in a way
         that creates a significant risk that the Trust will be held to be ERISA
         Funding or Tax Funding, and failure to so amend the Trust could subject
         the Company to significant penalties. Upon any such termination, the
         assets of the terminated Trust remaining after payment of the Trustee's
         fees and expenses shall be distributed, in accordance with the written
         directions of the Company, as follows:

         (1)      Prior to a Change of Control, such assets of the Trust shall
                  be transferred to a new trust established by the Company which
                  is not deemed to be ERISA Funding or Tax Funding, but which is
                  substantially similar in all other respects to this Trust, as
                  determined by the Trustee in its sole discretion, if the
                  Company determines that it is possible to establish such a
                  trust;

         (2)      Following a Change of Control or if the Company determines
                  that it is not possible or practical to establish the trust
                  pursuant to (1) above, then upon the written consent of a
                  seventy-five percent (75%) majority of the Participants and
                  Beneficiaries, the assets of the Trust may be distributed to
                  the Company; or

         (3)      If the Company determines that it is not possible or practical
                  to establish the trust pursuant to (1) above and the Company
                  either (i) fails to receive the consent of a seventy-five
                  percent (75%) majority of the Participants and Beneficiaries
                  within thirty (30) days of such termination, or (ii) upon the
                  direction of the Company, then the assets shall be distributed
                  to Participants and Beneficiaries, as the case may be, pro
                  rata based on the then present value of the benefits to which
                  they would have otherwise been entitled; provided, however
                  that in the event any portion of the Trust Fund Was been
                  identified with a particular Arrangement, the portion of the
                  Fund so identified with that Arrangement shall be first so
                  distributed to provide benefits of that Arrangement, and the
                  excess, if any, shall be so distributed pro rata to the extent
                  necessary to provide benefits of other
<PAGE>

                  Arrangements. If a surplus remains in the Trust after such
                  distributions, it shall be returned to the Company.

SECTION 6.   INVESTMENT AUTHORITY

(a)      The Trustee shall not be liable in discharging its duties hereunder,
         including without limitation its duty to invest and reinvest the Fund,
         if it acts for the exclusive benefit of the Participants and their
         Beneficiaries, in good faith and as a prudent person would act in
         accomplishing a similar task and in accordance with the terms of this
         Trust Agreement and any applicable federal or state laws, rules or
         regulations.

(b)      Subject to investment guidelines agreed to in writing from time to time
         by the Company and the Trustee prior to a Change of Control, the
         Trustee shall have the power in investing and reinvesting the Fund in
         its sole discretion:

         (1)      To invest and reinvest in any readily marketable common and
                  preferred stocks, bonds, notes, debentures (including
                  convertible stocks and securities but not including any stock
                  or security of Phillips Petroleum Company other than a de
                  minimus amount held in a collective or mutual fund),
                  certificates of deposit or demand or time deposits (including
                  any such deposits with the Trustee) and shares of investment
                  companies and mutual funds, without being limited to the
                  classes or property in which the Trustees are authorized to
                  invest by any law or any rule of court of any state and
                  without regard to the proportion any such property may bear to
                  the entire amount of the Fund;

         (2)      To commingle for investment purposes all or any portion of the
                  Fund with assets of any other similar trust or trusts
                  established by the Company with the Trustee for the purpose of
                  safeguarding deferred compensation or retirement income
                  benefits of its employees;

         (3)      To retain any property at any time received by the Trustee;

         (4)      To sell or exchange any property held by it at public or
                  private sale, for cash or on credit, to grant and exercise
                  options for the purchase or exchange thereof, to exercise all
                  conversion or subscription rights pertaining to any such
                  property and to enter into any covenant or agreement to
                  purchase any property in the future;

         (5)      To participate in any plan of reorganization, consolidation,
                  merger, combination, liquidation or other similar plan
                  relating to property held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (6)      To deposit any property held by it with any protective,
                  reorganization or similar committee, to delegate discretionary
                  power thereto, and to pay part of the expenses and
                  compensation thereof any assessments levied with respect to
                  any such property to deposit;

         (7)      To extend the time of payment of any obligation held by it;
<PAGE>

         (8)      To hold uninvested any moneys received by it, without
                  liability for interest thereon, but only in anticipation of
                  payments due for investments, reinvestments, expenses or
                  disbursements;

         (9)      To exercise all voting or other rights with respect to any
                  property held by it and to grant proxies, discretionary or
                  otherwise, which shall be at the direction of the Financial
                  Administrator prior to a Change of Control;

         (10)     For the purposes of the Trust, to borrow money from others, to
                  issue its promissory note or notes therefor, and to secure the
                  repayment thereof by pledging any property held by it;

         (11)     To employ suitable contractors and counsel, who may be counsel
                  to the Company or to the Trustee, and to pay their reasonable
                  expenses and compensation from the Fund to the extent not paid
                  by the Company;

         (12)     To register investments in its own name or in the name of a
                  nominee; to hold any investment in bearer form; and to combine
                  certificates representing securities with certificates of the
                  same issue held by it in other fiduciary capacities or to
                  deposit or to arrange for the deposit of such securities with
                  any depository, even though, when so deposited, such
                  securities may be held in the name of the nominee of such
                  depository with other securities deposited therewith by other
                  persons, or to deposit or to arrange for the deposit of any
                  securities issued or guaranteed by the United States
                  government, or any agency or instrumentality thereof,
                  including securities evidenced by book entries rather than by
                  certificates, with the United States Department of the
                  Treasury or a Federal Reserve Bank, even though, when so
                  deposited, such securities may not be held separate from
                  securities deposited therein by other persons; provided,
                  however, that no securities held in the Fund shall be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any individual property of the Trustee, and provided,
                  further, that the books and records of the Trustee shall at
                  all times show that all such securities are part of the Trust
                  Fund;

         (13)     To settle, compromise or submit to arbitration any claims,
                  debts or damages due or owing to or from the Trust,
                  respectively, to commence or defend suits or legal proceedings
                  to protect any interest of the Trust, and to represent the
                  Trust in all suits or legal proceedings in any court or before
                  any other body or tribunal; provided, however, that the
                  Trustee shall not be required to take any such action unless
                  it shall have been indemnified by the Company to its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (14)     To hold and retain policies of life insurance or interests
                  therein, annuity contracts, and other property of any kind
                  which policies are contributed to the Trust by the Company or
                  any subsidiary of the Company or are purchased by the Trustee;

         (15)     To hold any other class of assets which may be contributed by
                  the Company and that is deemed reasonable by the Trustee,
                  unless expressly prohibited herein;
<PAGE>

         (16)     Generally, to do all acts, whether or not expressly
                  authorized, that the Trustee may deem necessary or desirable
                  for the protection of the Fund.

(c)      Prior to a Change of Control, the Company shall have the right, subject
         to this Section to direct the Trustee with respect to investments,
         including the right to identify portions of the funds in Trust to
         particular Arrangements.

         (1)      The Company may at any time direct the Trustee to segregate
                  all or a portion of the Fund in a separate investment account
                  or accounts and may appoint one or more investment managers
                  and/or an investment committee established by the Company to
                  direct the investment and reinvestment of each such investment
                  account or accounts. In such event, the Company shall notify
                  the Trustee of the appointment of each such investment manager
                  and/or investment committee. No such investment manager shall
                  be related, directly or indirectly, to the Company, but
                  members of the investment committee may be employees of the
                  Company.

         (2)      Thereafter, the Trustee shall make every sale or investment
                  with respect to such investment account as directed in writing
                  by the investment manager or investment committee. It shall be
                  the duty of the Trustee to act strictly in accordance with
                  each direction. The Trustee shall be under no duty to question
                  any such direction of the investment manager or investment
                  committee, to review any securities or other property held in
                  such investment account or accounts acquired by it pursuant to
                  such directions or to make any recommendations to the
                  investment managers or investment committee with respect to
                  such securities or other property.

         (3)      Prior to a Change of Control, the Company may particularly
                  identify a portion of the Trust Fund with a particular
                  Arrangement, and the portion thus identified shall prior to a
                  Change of Control be invested as instructed by the Company and
                  shall be restricted in application to provide benefits or to
                  reimburse the Company pursuant to Section 2(c) for benefits
                  paid under such Arrangement as to which the particularly
                  identified portion has been identified.

         (4)      Notwithstanding the foregoing, the Trustee, without obtaining
                  prior approval or direction from an investment manager or
                  investment committee, shall invest cash balances held by it
                  from time to time in short term cash equivalents including,
                  but not limited to, through the medium of any short term
                  mutual fund established and maintained by the Trustee subject
                  to the instrument establishing such trust fund, U.S. Treasury
                  Bills, commercial paper (including such forms of commercial
                  paper as may be available through the Trustee's Trust
                  Department), certificates of deposit (including certificates
                  issued by the Trustee in its separate corporate capacity), and
                  similar Type securities, with a maturity not to exceed one
                  year; and, furthermore, sell such short term investments as
                  may be necessary to carry out the instructions of an
                  investment manager or investment committee regarding more
                  permanent type investment and directed distributions.
<PAGE>

         (5)      The Trustee shall neither be liable nor responsible for any
                  loss resulting to the Fund by reason of any sale or purchase
                  of an investment directed by an investment manager or
                  investment committee nor by reason of the failure to take any
                  action with respect to any investment which was acquired
                  pursuant to any such direction in the absence of further
                  directions of such investment manager or investment committee.

         (6)      Notwithstanding anything in this Agreement to the contrary,
                  the Trustee shall be indemnified and saved harmless by the
                  Company from and against any and all personal liability to
                  which the Trustee may be subjected by carrying out any
                  directions of an investment manager or investment committee
                  issued pursuant hereto or for failure to act in the absence of
                  directions of the 'investment manager or investment committee
                  including, all expenses reasonably incurred in its defense in
                  the event the Company fails to provide such defense; provided,
                  however, the Trustee shall not be so indemnified if it
                  participates knowingly in, or knowingly undertakes to conceal,
                  an act or omission of an investment manager or investment
                  committee, having actual knowledge that such act or omission
                  is a breach of a fiduciary duty; provided further, however,
                  that the Trustee shall not be deemed to have knowingly
                  participated in or knowingly undertaken to conceal an act or
                  omission of an investment manager or investment committee with
                  knowledge that such act or omission was a breach of fiduciary
                  duty by merely complying with directions of an investment
                  manager or investment committee or for failure to act in the
                  absence of directions of an investment manager or investment
                  committee. The Trustee may rely upon any order, certificate,
                  notice, direction or other documentary confirmation purporting
                  to have been issued by the investment manager or investment
                  committee which the Trustee believes to be genuine and to have
                  been issued by the investment manager or investment committee.
                  The Trustee shall not be charged with knowledge of the
                  termination of the appointment of any investment manager or
                  investment committee until it receives written notice thereof
                  from the Company.

(d)      Following a Change of Control, the Trustee shall have the sole and
         absolute discretion in the management of the Trust assets and shall
         have all the powers set forth under Section 6(b). In investing the
         Trust assets, the Trustee shall consider:

         (1)      the needs of the Arrangements;

         (2)      the need for matching of the Trust assets with the liabilities
                  of the Arrangements; and

         (3)      the duty of the Trustee to act solely in the best interests of
                  the Participants and their Beneficiaries.

(e)      The Trustee shall have the right, in its sole discretion, to delegate
         its investment responsibility to an investment manager who may be an
         affiliate of the Trustee. In the event the Trustee shall exercise this
         right, the Trustee shall remain, at all times responsible for the acts
         of an investment manager.
<PAGE>

(f)      The Company shall have the right at any time, and from time to time in
         its sole discretion, to substitute assets of equal fair market value
         for any asset held by the Trust. This right is exercisable by the
         Company in a nonfiduciary capacity without the approval or consent of
         any person in a fiduciary capacity; provided, however, that such assets
         and asset values must be confirmed and agreed by the Trustee prior to
         any such substitution as provided by this Section 6(g).

(g)      Except for insurance contracts, the value of any assets reacquired
         under Section 6(f) shall be determined as provided in this paragraph.
         The value of any insurance contract reacquired under Section 6(f) shall
         be the present value of future projected cash flow or benefits payable
         under the Contract, but not less than the cash surrender value. The
         projection shall include death benefits based on reasonable mortality
         assumptions. including known facts specifically relating to the health
         of the insured and the terms of the Contract to be reacquired. Values
         shall be reasonably determined by the Trustee and may be based on the
         determination of agents or experts selected by the Trustee. The Trustee
         shall have the right, but shall be under no duty or obligation, to
         secure confirmation of value by an agent or expert for all property to
         be substituted for other property.

SECTION 7.   INSURANCE CONTRACTS

(a)      To the extent that the Trustee is directed by the Company prior to a
         Change of Control to invest part or all of the Trust Fund in insurance
         contracts, the type and amount thereof shall be specified by the
         Company. The Trustee shall be under no duty to make inquiry as to the
         propriety of the type or amount so specified.

(b)      Each insurance contract issued shall provide that the Trustee shall be
         the owner thereof with the power to exercise all rights, privileges,
         options and elections granted by or permitted under such contract or
         under the rules of the insurer. The exercise by the Trustee of any
         incidents of ownership under any contract shall, prior to a Change of
         Control, be subject to the direction of the Company. After a Change of
         Control, the Trustee shall have all such rights.

(c)      The Trustee shall have no power to name a beneficiary of the policy
         other than the Trust, to assign the policy (as distinct from conversion
         of the policy to a different form) other than to a successor Trustee,
         or to loan to any person the proceeds of any borrowing against an
         insurance policy held in the Trust Fund.

         No insurer shall be deemed to be a party to the Trust and an insurer's
         obligations shall be measured and determined solely by the terms of
         contracts and other agreements executed by the insurer.

SECTION 8.   DISPOSITION OF INCOME

(a)      Subject to Sections 2(c) and 3, no income received by the Trust may be
         returned to the Company, but shall be accumulated and reinvested within
         the Trust, except for that portion of the assets of the Trust which is
         determined by the Trustee to be in excess of one-hundred and twenty
         percent (120%) of the Required Funding Amount. Following a
<PAGE>

         Change of Control, any return of assets pursuant to this Section 8, and
         subject to Sections 2(c) and 3, shall be limited to that portion of the
         assets which exceeds 120% of the sum of the Required Funding Amount and
         the Expense Fund as determined by the Trustee in its discretion.

SECTION 9.   ACCOUNTING BY THE TRUSTEE

(a)      The Trustee shall keep accurate and detailed records of all
         investments, receipts, disbursements, and all other transactions
         required to be made, including such specific records as shall be agreed
         upon in writing between the Company and the Trustee and shall deliver
         an accounting of such accounts and transactions to the Company within
         forty-five (45) days following the close of each calendar year and
         within forty-five (45) days after the removal or resignation of the
         Trustee. The Trustee shall deliver to the Company reports of its
         receipts and disbursements a Trustee hereunder on a quarterly basis.
         The Trustee shall deliver to the Company a written account of its
         administration of the Trust during such year or during the period from
         the close of the last preceding year to the date of such removal or
         resignation setting forth all investments, receipts, disbursements and
         other transactions effected by it, including a description of all
         securities and investments purchased and sold with the cost or net
         proceeds of such purchases or sales (accrued interest paid or
         receivable being shown separately), and showing all cash, securities
         and other property held in the Trust at the end of such year or as of
         the date of such removal or resignation, as the case may be. The
         Company may approve such account by an instrument in writing delivered
         to the Trustee. In the absence of the Company's filing with the Trustee
         objections to any such account within ninety (90) days after its
         receipt, the Company shall be deemed to have so approved such account.
         In such case, or upon the written approval by the Company of any such
         account, the Trustee shall, to the extent permitted by law, be
         discharged from all liability to the Company for its acts or failures
         to act described by such account. The foregoing, however, shall not
         preclude the Trustee from having its accounting settled by a court of
         competent jurisdiction. The Trustee shall be entitled to hold and to
         commingle the assets of the Trust in one Fund for investment purposes
         but at the direction of the Company prior to a Change of Control, the
         Trustee shall create one or more sub-accounts.

(b)      The Trustee shall from time to time permit public accountant(s)
         selected by the Company (who may be employees of the Company) to have
         access during ordinary business hours to such records as may be
         necessary to audit the Trustee's accounts.

SECTION 10.  RESPONSIBILITY OF THE TRUSTEE

(a)      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and with like aims, provided,
         however, that the Trustee shall incur no liability to any person for
         any action taken pursuant to a direction, request or approval given by
         the Company which is contemplated by, and in conformity with, the terms
         of the Arrangements or this Trust and is given in writing by the
         Company. In the event of a dispute between the Company and
<PAGE>

         a party, the Trustee may apply to a court of competent jurisdiction to
         resolve the dispute, subject, however to Section 2(e) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
         claims, costs and expenses in connection with the administration of the
         Trust, unless resulting from the gross negligence or misconduct of
         Trustee. To the extent the Company fails to make any payment on account
         of an indemnity provided in this paragraph 10(b), in a reasonably
         timely manner, the Trustee may obtain payment from the Trust Fund. If
         the Trustee undertakes or defends any litigation arising in connection
         with this Trust or to protect a Participant's or Beneficiary's rights
         under the Arrangements, the Company agrees to indemnify the Trustee
         against the Trustee's costs, reasonable expenses and liabilities
         (including, without limitation, attorneys' fees and expenses) relating
         thereto and to be primarily liable for such payments. If the Company
         does not pay such costs, expenses and liabilities in a reasonably
         timely manner, the Trustee may obtain payment from the Trust Fund.

(c)      Prior to a Change of Control, the Trustee may consult with legal
         counsel (who may also be counsel for the Company generally) with
         respect to any of its duties or obligations hereunder. Following a
         Change of Control, the Trustee shall select independent legal counsel
         and may consult with counsel or other persons with respect to its
         duties and with respect to the rights of Participants or their
         Beneficiaries under the Arrangements.

(d)      The Trustee may hire agents, accountants, actuaries, investment
         advisors, financial consultants or other professionals to assist it in
         performing any of its duties or obligations hereunder and may rely on
         any determinations made by such agents and information provided to it
         by the Company.

(e)      The Trustee shall have, without exclusion, all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding any powers granted to the Trustee pursuant to this
         Trust Agreement or to applicable law, the Trustee shall not have any
         power that could give this Trust the objective of carrying on a
         business and dividing the gains therefrom, within the meaning of
         section 301.7701-2 of the Procedure and Administrative Regulations
         promulgated pursuant to the Internal Revenue Code.

SECTION 11.  TAXES, COMPENSATION AND EXPENSES OF THE TRUSTEE

(a)      The Company shall from time to time pay taxes of any and all kinds
         whatsoever that at any time are lawfully levied or assessed upon the
         Company or become payable by the Company in respect of the Trust Fund,
         the income or any property forming a part thereof, or any security
         transaction pertaining thereto. All references in this Trust Agreement
         to the payment of taxes shall include interest and applicable
         penalties. The Trustee shall comply with all Federal and State tax
         filing requirements of the Trust and shall furnish to the Company for
         its review and comment a draft copy of Form 1041 (U.S. Fiduciary Income
         Tax Return) or any other tax filings for the Trust together with
         supporting schedules a minimum of two weeks prior to the tax return
         filing due date. To enable the
<PAGE>

         Company to make monthly tax accrual and to compute its estimated income
         tax obligations, the Trustee will furnish, on or prior to the eighth
         business day of the succeeding month, a monthly report identifying the
         type and amount of income by source of investment (interest, dividends,
         etc.).

(b)      The Trustee's compensation shall be as agreed in writing from time to
         time by the Company and the Trustee. The Company shall pay all
         administrative expenses and the Trustee's fees and shall promptly
         reimburse the Trustee for any fees and expenses of its agents. If not
         so paid, the fees and expenses shall be paid from the Trust.

SECTION 12.  RESIGNATION AND REMOVAL OF THE TRUSTEE

(a)      Prior to a Change of Control, the Trustee may resign at any time by
         written notice to the Company, which shall be effective sixty (60) days
         after receipt of such notice unless the Company and the Trustee agree
         otherwise. Following a Change of Control, the Trustee may resign only
         after the appointment of a successor Trustee.

(b)      The Trustee may be removed by the Company on sixty days (60) days
         notice or upon shorter notice accepted by the Trustee prior to a Change
         of Control. Subsequent to a Change of Control, the Trustee may only be
         removed by the Company with the written consent of a seventy-five
         percent (75%) majority of the Participants and Beneficiaries.

(c)      If the Trustee resigns within two years after a Change of Control, as
         defined herein, the Company, or if the Company fails to act within a
         reasonable period of time following such resignation, the Trustee shall
         apply to a court of competent jurisdiction for the appointment of a
         successor Trustee or for instructions.

(d)      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within sixty (60)
         days after receipt of notice of resignation, removal or transfer,
         unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
         the Company, in accordance with Section 13 hereof, by the effective
         date of resignation or removal under paragraph(s) (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions. All expenses of the Trustee in connection with the
         proceeding shall be allowed as administrative expenses of the Trust.

SECTION 13.  APPOINTMENT OF SUCCESSOR

(a)      If the Trustee resigns or is removed in accordance with Section 12
         hereof, the Company may appoint, subject to Section 12, any third party
         national banking association with a market capitalization exceeding
         $100,000,000 to replace the Trustee upon resignation or removal. The
         successor Trustee shall have all of the rights and powers of the former
         Trustee, including ownership rights in the Trust. The former Trustee
         shall execute any instrument necessary or reasonably requested by the
         Company or the successor Trustee to evidence the transfer.
<PAGE>

(b)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Section 8 and 9 hereof. The successor Trustee shall not be
         responsible for and the Company shall indemnify and defend the
         successor Trustee from any claim or liability resulting from any action
         or inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

SECTION 14.  AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
         the Trustee and the Company. Prior to a Change of Control, the Company
         may amend Attachment I to add new Arrangements or to delete
         Arrangements which have been paid in full, and at any time and from
         time to time may amend Attachment II, the list of individuals
         authorized to act on behalf of the Company. Notwithstanding the
         foregoing, no such amendment shall conflict with the terms of the
         Arrangements or shall make the Trust revocable other than is provided
         in Section 5(b).

(b)      The Trust shall not terminate until the date on which Participants and
         their Beneficiaries have received all of the benefits due to them under
         the terms and conditions of the Arrangements.

(c)      Upon written approval of a 75% of the majority of the Participants or
         Beneficiaries entitled to payment of benefits pursuant to the terms of
         the Arrangements, the Company may terminate this Trust prior to the
         time all benefit payments under the Arrangements have been made. All
         assets in the Trust at termination shall be returned to the Company.

(d)      This Trust Agreement may not be amended or terminated by the Company
         for two (2) years following a Change of Control without the written
         consent of a seventy-five percent (75%) majority of the Participants
         and Beneficiaries, and no such amendment shall adversely affect any
         benefits of a Participant or Beneficiary without the written consent of
         the affected person.

SECTION 15.  DEFINITIONS OF A CHANGE OF CONTROL

(a)      Change of Control shall mean:

         (i)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934 as amended (a "Person")) of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934) of twenty percent (20%)
                  or more of either (a) the then outstanding shares of common
                  stock of the Company (the "Outstanding Company Common Stock")
                  or (b) the combined voting power of the then outstanding
                  voting securities of the Company entitled to vote generally in
                  the election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that for purposes of this
                  subsection (i), the following acquisitions shall not
                  constitute a Change of Control: (A) any acquisition directly
                  from the Company, (B) any acquisition by the Company, (C) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or
<PAGE>

                  maintained by the Company or any corporation controlled by the
                  Company or (D) any acquisition pursuant to a transaction which
                  complies with clauses (A), (B) and (C) of subsection (iii) of
                  this Section 15(a); or

         (ii)     Individuals who, as of January 12, 1998, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to January 12, 1998,
                  whose election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board; or

         (iii)    Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company or the acquisition of assets of another entity (a
                  "Corporate Transaction"), in each case, unless, following such
                  Corporate Transaction, (A) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities immediately prior to
                  such Corporate Transaction beneficially own, directly or
                  indirectly, more than sixty percent (60%) of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Corporate Transaction (including, without limitation, a
                  corporation which as a result of such transactions owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Corporate Transaction of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (B) no Person
                  (excluding any employee benefit plan (or related trust) of the
                  Company or such corporation resulting from such Corporate
                  Transaction) beneficially own, directly or indirectly, twenty
                  percent (20%) or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Corporate Transaction or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Corporate
                  Transaction and (C) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Corporate Transaction were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Corporate Transaction;
                  or

         (iv)     Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

<PAGE>
         For purposes of this Section 15(a), the Incumbent Board, by a majority
         vote, shall have the power to determine on the basis of information
         known to them (a) the number of shares beneficially owned by any
         person, entity or group; (b) whether there exists an agreement,
         arrangement or understanding with another as to matters referred to in
         this Section 15(a); and (c) such other matters with respect to which a
         determination is necessary under this Section 15(a).

         Notwithstanding anything to the contrary in Section 15(a)(i) or Section
         15(a)(ii) or Section 15(a)(iii) or any other provision of this
         Agreement, a Change of Control shall not have occurred (or be deemed to
         have occurred) as a result of the consummation of the transactions
         contemplated under the Agreement and Plan of Merger dated as of
         November 18, 2001 by and among Phillips Petroleum Company,
         CorvettePorsche Corp., Porsche Merger Corp., Corvette Merger Corp., and
         Conoco Inc. ("Merger Agreement").

SECTION 16.  MISCELLANEOUS

(a)      Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      The Company hereby represents and warrants that all of the Arrangements
         have been established, maintained and administered in accordance with
         all applicable laws, including without limitation, ERISA- The Company
         hereby indemnifies and agrees to hold the Trustee harmless from all
         liabilities, including attorney's fees, relating to or arising out of
         the establishment, maintenance and administration of the Arrangements.
         To the extent the Company does not pay any of such liabilities in a
         reasonably timely manner, the Trustee may obtain payment from the
         Trust.

(c)      Benefits payable to Participants and their Beneficiaries under this
         Trust Agreement may not be anticipated, assigned (either at law or in
         equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

(d)      The persons authorized to act for the Company are identified on
         Attachment H and such list may be amended by the Company from time to
         time without the consent of the Trustee. The individual identified as
         the Financial Administrator shall have the power to act for the Company
         with respect to all matters herein regarding the investment of Trust
         assets, the authority to request reimbursements to be paid to the
         Company and is the individual designated to receive requests for
         contributions from the Trustee. The Senior Vice President and Chief
         Financial Officer, or his successor, of the Company shall be the
         Financial Administrator. The individual identified as the Benefits
         Administrator shall have the power to act for the Company with respect
         to all matters herein regarding the determination of benefits owed
         under the Arrangements and the Payment of such benefits. The Executive
         Vice President, Planning, Corporate Relations and Services of the
         Company, or his successor, shall be the Benefits Administrator. Both
         the Financial Administrator and the Benefits Administrator may, from
         time to time, seek advice and guidance, or delegate functions assigned
         under this Trust Agreement to them, to other individuals who shall be
         identified on Attachment II as authorized to act for such
<PAGE>

         Administrator, and each Administrator shall have the authority to amend
         the list of individuals who are authorized to so act on his or her
         behalf in Attachment H and to communicate the amended list to the
         Trustee. Further, both the Benefits and Financial Administrator may
         delegate administrative functions to other specified individuals who
         are identified in writing to the Trustee. The Trustee shall be entitled
         to rely upon the latest list of authorized individuals received.

(e)      This Trust Agreement shall be governed by and construed in accordance
         with the laws of North Carolina.
<PAGE>

IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of
the parties hereto on the day and year first above written.

PHILLIPS PETROLEUM COMPANY                WACHOVIA BANK, N.A.

By: /s/ T. C. Morris                      By: /s/ Peter D. Quinn
   ---------------------------------         -----------------------------------
Its: Senior Vice President and            Its: Vice President
     Chief Financial Officer                  ----------------------------------
    --------------------------------

ATTEST:                                   ATTEST:

By: /s/ Dale Billam                       By: /s/ Ronald W. Darby
   ---------------------------------         -----------------------------------
Its: Corporate Secretary                  Its: Vice President and Assistant
    --------------------------------           Secretary
                                              ----------------------------------
<PAGE>

                                  ATTACHMENT I

                              LIST OF ARRANGEMENTS

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF PHILLIPS PETROLEUM COMPANY:

PHILLIPS PETROLEUM COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN:

KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN OF PHILLIPS PETROLEUM COMPANY:

DEFINED CONTRIBUTION MAKEUP PLAN OF PHILLIPS PETROLEUM COMPANY:

KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF PHILLIPS PETROLEUM
COMPANY

PRINCIPAL CORPORATE OFFICERS SUPPLEMENTAL RETIREMENT PLAN OF PHILLIPS PETROLEUM
COMPANY:

         Annuity payments all in payout status

SUPPLEMENTAL RETIREMENT:

         Annuity payments all in payout status accrued as a result of
         participation in the Phillips Petroleum Company Key Employee Death
         Protection Plan and the individual contracts for deferred compensation

PHILLIPS OIL COMPANY EXCESS BENEFIT PLAN:

         One remaining participant in annuity payout

AMINOIL RETIREMENT CONTRACTS:

         Contracts with J.B. Coffman and Guy Cessna - both in annuity payout
         status

PHILLIPS PETROLEUM COMPANY EXECUTIVE SEVERANCE PLAN

         The Trust Agreement is in all other respects ratified and confirmed
         without amendment.
<PAGE>

                                  ATTACHMENT II

             INDIVIDUALS AUTHORIZED TO ACT ON BEHALF OF THE COMPANY

FINANCIAL ADMINISTRATOR

J. A. Carrig

INDIVIDUALS AUTHORIZED TO ACT FOR FINANCIAL ADMINISTRATOR

J.W. Sheets
J. E. Durbin
F. M. Vallejo

BENEFITS ADMINISTRATOR

J. C. High

INDIVIDUALS AUTHORIZED TO ACT FOR BENEFITS ADMINISTRATOR

H. L. Black, Jr.