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                                                                   Exhibit 10.33


       PHILLIPS PETROLEUM COMPANY DIRECTOR CHARITABLE CONTRIBUTION PROGRAM


         A)       The program shall be called the "Phillips Petroleum Company
                  Director Charitable Contribution Program" (the "Program").

         B)       All members of the Phillips Petroleum Company Board of
                  Directors who were Directors on February 6, 1997, and any
                  newly elected Director who becomes a Director after January 1,
                  1997, and who completes five consecutive years of Board
                  service is a participant in the Program.

         C)       Upon the death of a participating Director, payment shall be
                  made to the charity or charities designated by such Director
                  in the total amount of $100,000 per year for ten years.
                  Payments to the charities designated by a participating
                  Director shall commence in the year of the Director's death if
                  possible, and in no event later than 180 days of the
                  Director"s death, and shall be funded by the Company.

         D)       Charities designated by Directors must be tax-exempt under
                  Section 501(c)(3) of the Internal Revenue Code. Contributions
                  paid by the Company under the Program are conditioned upon the
                  contributions being deductible from taxable income for
                  purposes of federal and other income taxes payable by the
                  Company.

         E)       Subject to Section D, contributions to the charities
                  designated by a Director and requested to be irrevocable, will
                  become irrevocable upon the earliest of (a), (b) or (c) below,
                  and contributions to all charities designated by a Director
                  will become irrevocable upon the earlier of (a) or (b) below:

                  (a)  The election by the Company, in its sole discretion,
                       within one year of the date of the request by the
                       Director that the Company make an irrevocable commitment
                       of a future contribution to the designated charity,

                  (b)  The death of the Director, or

                  (c)  The occurrence of any of the events listed in the
                       definition of "Coverage Date" under the Workforce
                       Stabilization Plan of Phillips Petroleum Company.
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         F)       The Company is authorized to obtain life insurance on each
                  Director as a source of funding for the Program. The amount of
                  insurance to be obtained on each Director shall be $1 million.
                  If any Director is not insurable, sufficient insurance will be
                  obtained on the remaining insurable Directors to obtain an
                  aggregate amount of insurance equal to $1 million on all
                  Directors.

         G)       Phillips Petroleum Company shall be the owner and beneficiary
                  of all policies obtained under the Program.

         H)       Insurance shall be underwritten by companies with a minimum
                  A.M. Best rating of A++ or Standard and Poors rating of AAA.

         I)       The Program shall be administered by the Executive Officer
                  responsible for Human Resources.