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                                                                     EXHIBIT 4-I


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                              DECLARATION OF TRUST





                              Phillips 66 Capital V






                            Dated as of May 22, 1998











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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                 <C>                                                                                          <C>
ARTICLE I DEFINITIONS.............................................................................................1

   Section 1.1      Definitions...................................................................................1

ARTICLE II ORGANIZATION...........................................................................................3

   Section 2.1      Name..........................................................................................3
   Section 2.2      Office........................................................................................3
   Section 2.3      Purpose.......................................................................................3
   Section 2.4      Authority.....................................................................................4
   Section 2.5      Title to Property of the Trust................................................................4
   Section 2.6      Powers of the Trustees........................................................................4
   Section 2.7      Filing of Certificate of Trust................................................................5
   Section 2.8      Duration of Trust.............................................................................5
   Section 2.9      Responsibilities of the Sponsor...............................................................5
   Section 2.10     Declaration Binding on Securities Holders.....................................................6

ARTICLE III TRUSTEES..............................................................................................6

   Section 3.1      Trustees......................................................................................6
   Section 3.2      Regular Trustees..............................................................................6
   Section 3.3      Delaware Trustee..............................................................................7
   Section 3.4      Property Trustee..............................................................................7
   Section 3.5      Not Responsible for Recitals or Sufficiency of Declaration....................................7

ARTICLE IV LIMITATION OF LIABILITY OF  HOLDERS OF SECURITIES, TRUSTEES OR OTHERS..................................8

   Section 4.1      Exculpation...................................................................................8
   Section 4.2      Fiduciary Duty................................................................................8
   Section 4.3      Indemnification...............................................................................9
   Section 4.4      Outside Businesses...........................................................................12

ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS.................................................................12

   Section 5.1      Amendments...................................................................................12
   Section 5.2      Termination of Trust.........................................................................12
   Section 5.3      Governing Law................................................................................13
   Section 5.4      Headings.....................................................................................13
   Section 5.5      Successors and Assigns.......................................................................13
   Section 5.6      Partial Enforceability.......................................................................13
   Section 5.7      Counterparts.................................................................................13

</TABLE>


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                              DECLARATION OF TRUST
                                       OF
                              Phillips 66 Capital V
                                  May 22, 1998

                  DECLARATION OF TRUST ("Declaration") dated and effective as of
May 22, 1998 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

                  WHEREAS, the Trustees and the Sponsor desire to establish a
trust (the "Trust") pursuant to the Delaware Business Trust Act for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures of the Debenture Issuer; and

                  NOW, THEREFORE, it being the intention of the parties hereto
that the Trust constitute a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will beheld in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                                   DEFINITIONS

Section 1.1       Definitions

                  Unless the context otherwise requires:

                  (a)   Capitalized terms used in this Declaration but not
                        defined in the preamble above have the respective
                        meanings assigned to them in this Section 1.1;

                  (b)   a term defined anywhere in this Declaration has the same
                        meaning throughout;

                  (c)   all references to "the Declaration" or "this
                        Declaration" are to this Declaration of Trust as
                        modified, supplemented or amended from time to time;

                  (d)   all references in this Declaration to Articles and
                        Sections are to Articles and Sections of this
                        Declaration unless otherwise specified; and

                  (e)   a reference to the singular includes the plural and vice
                        versa.



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                  "Affiliate" has the same meaning as given to that term in
Rule 405 of the Securities Act or any successor rule thereunder.

                  "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

                  "Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time
to time, or any successor legislation.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be setout
in any amendment to this Declaration.

                  "Company Indemnified Person" means (a) any Regular Trustee;(b)
any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

                  "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates and (b) any holder of Securities.

                  "Debenture Issuer" means the Parent in its capacity as the
issuer of the Debentures under the Indenture.

                  "Debentures" means the series of Debentures to be issued by
the Debenture Issuer and acquired by the Trust.

                  "Debenture Trustee" means [The Bank of New York, a New York
banking corporation], as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

                  "Delaware Trustee" has the meaning set forth in Section 3.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time or any successor legislation.

                  "Fiduciary Indemnified Person" has the meaning set forth in
Section 4.3(b).

                  "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

                  "Indenture" means the indenture to be entered into between the
Parent and the Debenture Trustee and any indenture supplemental thereto pursuant
to which the Debentures are to be issued.


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                  "Parent" means Phillips Petroleum Company, a Delaware
corporation or any successor entity in a merger.

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Preferred Security" means a security representing an
undivided beneficial interest in the assets of the Trust with such terms as
maybe set out in any amendment to this Declaration.

                  "Regular Trustee" means any Trustee other than the Delaware
Trustee and the Institutional Trustee (as hereinafter defined).

                  "Securities" means the Common Securities and the Preferred
Securities.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

                  "Sponsor" means the Parent in its capacity as sponsor of the
Trust.

                  "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

                  Section 2.1       Name.

                  The Trust created by this Declaration is named "Phillips
66 Capital V." The Trust's activities may be conducted under the name of the
Trust or any other name deemed advisable by the Regular Trustees.

                  Section 2.2 Office

                  The address of the principal office of the Trust is c/o
Phillips Petroleum Company, Phillips Building, Bartlesville, Oklahoma 74004. At
any time, the Regular Trustees may designate another principal office.

                  Section 2.3 Purpose

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as 





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otherwise limited herein, to engage in only those other activities necessary, or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust.

                  Section 2.4 Authority

                  Subject to the limitations provided in this Declaration, the
Regular Trustees shall have exclusive and complete authority to carry out the
purposes of the Trust. An action taken by the Regular Trustees in accordance
with their powers shall constitute the act of and serve to bind the Trust. In
dealing with the Regular Trustees acting on behalf of the Trust, no person shall
be required to inquire into the authority of the Regular Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Regular Trustees as set forth in this Declaration.

                  Section 2.5 Title to Property of the Trust

                  Legal title to all assets of the Trust shall be vested in the
Trust.

                  Section 2.6 Powers of the Trustees

                  The Regular Trustees shall have the exclusive power and
authority to cause the Trust to engage in the following activities:

                         (a) to issue and sell the Preferred Securities and the
Common Securities in accordance with this Declaration; provided, however, that
the Trust may issue no more than one series of Preferred Securities and no more
than one series of Common Securities, and, provided further, that there shall be
no interests in the Trust other than the Securities and the issuance of the
Securities shall be limited to a one-time, simultaneous issuance of both
Preferred Securities and Common Securities;

                         (b) in connection with the issue and sale of the
Preferred Securities, at the direction of the Sponsor, to: 

                             (i)execute and file with the Commission a
                         registration statement on Form S-3 prepared by the
                         Sponsor, including any amendments thereto in relation
                         to the Preferred Securities;

                             (ii) execute and file any documents prepared by the
                         Sponsor, or take any acts as determined by the Sponsor
                         to be necessary in order to qualify or register all or
                         part of the Preferred Securities in any State in which
                         the Sponsor has determined to qualify or register such
                         Preferred Securities for sale;

                             (iii) execute and file an application, prepared by
                         the Sponsor, to the New York Stock Exchange or any 
                         other national stock exchange or



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                         the Nasdaq Stock Market's National Market for listing 
                         upon notice of issuance of any Preferred Securities;

                             (iv) execute and file with the Commission a
                         registration statement on Form 8-A, including any
                         amendments thereto, prepared by the Sponsor relating to
                         the registration of the Preferred Securities under
                         Section 12(b) of the Exchange Act; and

                             (v) execute and enter into an underwriting
                         agreement and pricing agreement providing for the sale
                         of the Preferred Securities;

                         (c) to employ or otherwise engage employees and agents
                  (who may be designated as officers with titles) and managers,
                  contractors, advisors, and consultants and provide for
                  reasonable compensation for such services;

                         (d) to incur expenses which are necessary or incidental
                  to carry out any of the purposes of this Declaration; and

                         (e) to execute all documents or instruments, perform
                  all duties and powers, and do all things for and on behalf of
                  the Trust in all matters necessary or incidental to the
                  foregoing.

                  Section 2.7 Filing of Certificate of Trust

                  On or after the date of execution of this Declaration, the
Trustees shall cause the filing of the Certificate of Trust for the Trust in the
form attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

                  Section 2.8 Duration of Trust

                  The Trust, absent termination pursuant to the provisions of
Section 5.2, shall have existence for fifty-five (55) years from the date
hereof.

                  Section 2.9 Responsibilities of the Sponsor

                  In connection with the issue and sale of the Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

                         (a) to prepare for filing by the Trust with the
Commission a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

                         (b) to determine the States in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust, as
the 


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Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States;

                         (c) to prepare for filing by the Trust an application
to the New York Stock Exchange or any other national stock exchange or the
Nasdaq National Market for listing upon notice of issuance of any Preferred
Securities; 

                         (d) to prepare for filing by the Trust with the
Commission a registration statement on Form 8-A relating to the registration of
the class of Preferred Securities under Section 12(b) of the Exchange Act,
including any amendments thereto; and

                         (e) to negotiate the terms of an underwriting agreement
and pricing agreement providing for the sale of the Preferred Securities.

                  Section 2.10 Declaration Binding on Securities Holders

                  Every Person by virtue of having become a holder of a Security
or any interest therein in accordance with the terms of this Declaration, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Declaration.

                                  ARTICLE III
                                    TRUSTEES

                  Section 3.1 Trustees

                  The number of Trustees initially shall be four (4), and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor. The Sponsor is
entitled to appoint or remove without cause any Trustee at any time; provided,
however, that the number of Trustees shall in no event be less than two
(2);provided further that one Trustee, in the case of a natural person, shall be
a person who is a resident of the State of Delaware or that, if not a natural
person, is an entity which has its principal place of business in the State of
Delaware (the "Delaware Trustee"); provided further that there shall be at least
one trustee who is an employee or officer of, or is affiliated with the Parent
(a "Regular Trustee").

                  Section 3.2 Regular Trustees

                  The initial Regular Trustees shall be:

                                    T.C. Morris
                                    John A. Carrig
                                    R.B. Gisi

                         (a) Except as expressly set forth in this Declaration,
any power of the Regular Trustees may be exercised by, or with the consent of,
anyone such Regular Trustee.



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                         (b) Unless otherwise determined by the Regular
Trustees, and except as otherwise required by the Business Trust Act, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 2.6 provided, that, the registration statement
referred to in Section 2.6(b)(i), including any amendments thereto, shall be
signed by a majority of the Regular Trustees; and

                         (c) a Regular Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Regular Trustees have power and authority to cause the Trust to execute pursuant
to Section 2.6.

                  Section 3.3 Delaware Trustee

                  The initial Delaware Trustee shall be:

                         The Bank of New York (Delaware)

                  Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

                  Section 3.4 Property Trustee

                  Prior to the issuance of the Preferred Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Institutional
Trustee") meeting the requirements of an eligible trustee of the Trust Indenture
Act of 1939, as amended, by the execution of an amendment to this Declaration
executed by the Regular Trustees, the Sponsor, the Institutional Trustee and the
Delaware Trustee.

                  Section 3.5 Not Responsible for Recitals or Sufficiency of
                  Declaration.

                  The recitals contained in this Declaration shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof The Trustees make no
representations as to the validity or sufficiency of this Declaration.






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                                   ARTICLE IV
          LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR
                                     OTHERS


                  Section 4.1 Exculpation

                         (d) No Indemnified Person shall be liable, responsible
or accountable in damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or bylaw,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions; and

                         (e) an Indemnified Person shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to holders of Securities might properly be paid.




                  Section 4.2 Fiduciary Duty

                         (a) To the extent that, at law or in equity, an
Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person, an Indemnified
Person acting under this Declaration shall not be liable to the Trust or to any
other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity, are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person;

                         (b) unless otherwise expressly provided herein:

                         (i) whenever a conflict of interest exists or arises
                  between Covered Persons; or

                         (ii) whenever this Declaration or any other agreement
                  contemplated herein or therein provides that an Indemnified
                  Person shall act in a manner that is, or provides terms that
                  are, fair and reasonable to the Trust or any holder of
                  Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to





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such conflict, agreement, transaction or situation and the benefits and burdens
relating to such interests, any customary or accepted industry practices, and
any applicable generally accepted accounting practices or principles. In the
absence of bad faith by the Indemnified Person, the resolution, action or term
so made, taken or provided by the Indemnified Person shall not constitute a
breach of this Declaration or any other agreement contemplated herein or of any
duty or obligation of the Indemnified Person at law or in equity or otherwise;
and

                         (c) whenever in this Declaration an Indemnified Person
is permitted or required to make a decision:

                         (i) in its "discretion" or under a grant of similar
                  authority, the Indemnified Person shall be entitled to
                  consider such interests and factors as it desires, including
                  its own interests, and shall have no duty or obligation to
                  give any consideration to any interest of or factors affecting
                  the Trust or any other Person; or

                         (ii) in its "good faith" or under another express
                  standard, the Indemnified Person shall act under such express
                  standard and shall not be subject to any other or different
                  standard imposed by this Declaration or by applicable law.



                  Section 4.3 Indemnification

                         (a) (i) The Debenture Issuer shall indemnify, to the
full extent permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Company Indemnified Person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Company
Indemnified Person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful

                         (ii) The Debenture Issuer shall indemnify, to the full
                  extent permitted by law, any Company Indemnified Person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the Trust to procure a judgment in its favor by
                  reason of the fact that he is or was a Company Indemnified
                  Person against expenses (including attorneys' fees) actually
                  and reasonably incurred by him in connection with the defense
                  or settlement of such action or suit if he acted in good faith
                  and in a 




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<PAGE>   12


                  manner he reasonably believed to be in or not opposed to the
                  best interests of the Trust and except that no such
                  indemnification shall be made in respect of any claim, issue
                  or matter as to which such Company Indemnified Person shall
                  have been adjudged to be liable to the Trust unless and only
                  to the extent that the Court of Chancery of Delaware or the
                  court in which such action or suit was brought shall determine
                  upon application that, despite the adjudication of liability
                  but in view of all the circumstances of the case, such person
                  is fairly and reasonably entitled to indemnity for such
                  expenses which such Court of Chancery or such other court
                  shall deem proper.

                         (iii) To the extent that a Company Indemnified Person
                  shall be successful on the merits or otherwise (including
                  dismissal of an action without prejudice or the settlement of
                  an action without admission of liability) in defense of any
                  action, suit or proceeding referred to in paragraphs (i) and
                  (ii) of this Section 4.3(a), or in defense of any claim, issue
                  or matter therein, he shall be indemnified, to the full extent
                  permitted by law, against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection
                  therewith. (

                         (iv) Any indemnification under paragraphs (i) and (ii)
                  of this Section 4.3(a) (unless ordered by a court) shall be
                  made by the Debenture Issuer only as authorized in the
                  specific case upon a determination that indemnification of the
                  Company Indemnified Person is proper in the circumstances
                  because he has met the applicable standard of conduct set
                  forth in paragraphs (i) and (ii). Such determination shall be
                  made (1) by the Regular Trustees by a majority vote of a
                  quorum consisting of such Regular Trustees who were not
                  parties to such action, suit or proceeding, (2) if such a
                  quorum is not obtainable, or, even if obtainable, if a quorum
                  of disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion, or (3) by the Common
                  Security Holder of the Trust.


                         (v) Expenses (including attorneys' fees) incurred by a
                  Company Indemnified Person in defending a civil, criminal,
                  administrative or investigative action, suit or proceeding
                  referred to in paragraphs (i) and (ii) of this Section 4.3(a)
                  shall be paid by the Debenture Issuer in advance of the final
                  disposition of such action, suit or proceeding upon receipt of
                  an undertaking by or on behalf of such Company Indemnified
                  Person to repay such amount if it shall ultimately be
                  determined that he is not entitled to be indemnified by the
                  Debenture Issuer as authorized in this Section 4.3(a).
                  Notwithstanding the foregoing, no advance shall be made by the
                  Debenture Issuer if a determination is reasonably and promptly
                  made (i) by the Regular Trustees by a majority vote of a
                  quorum of disinterested Regular Trustees, (ii) if such a
                  quorum is not obtainable, or, even if obtainable, if a quorum
                  of disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion or (iii) the Common
                  Security Holder of the Trust, that, based upon the facts known
                  to the Regular Trustees, counsel or the Common Security Holder
                  at the time such determination is made, such Company
                  Indemnified Person acted in bad faith or in a manner that such
                  person did not believe to be in or not opposed to the best
                  interests of the Trust, or, with respect to


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<PAGE>   13


                  any criminal proceeding, that such Company Indemnified Person
                  believed or had reasonable cause to believe his conduct was
                  unlawful. In no event shall any advance be made in instances
                  where the Regular Trustees, independent legal counsel or
                  Common Security Holder reasonably determine that such person
                  deliberately breached his duty to the Trust or its Common or
                  Preferred Security Holders.

                         (vi) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, the other paragraphs of
                  this Section 4.3(a) shall not be deemed exclusive of any other
                  rights to which those seeking indemnification and advancement
                  of expenses may be entitled under any agreement, vote of
                  stockholders or disinterested directors of the Debenture
                  Issuer or Preferred Security Holders of the Trust or
                  otherwise, both as to action in his official capacity and as
                  to action in another capacity while holding such office. All
                  rights to indemnification under this Section 4.3(a) shall be
                  deemed to be provided by a contract between the Debenture
                  Issuer and each Company Indemnified Person who serves in such
                  capacity at any time while this Section 4.3(a) is in effect.
                  Any repeal or modification of this Section 4.3(a) shall not
                  affect any rights or obligations then existing. (vii) The
                  Debenture Issuer or the Trust may purchase and maintain
                  insurance on behalf of any person who is or was a Company
                  Indemnified Person against any liability asserted against him
                  and incurred by him in any such capacity, or arising out of
                  his status as such, whether or not the Debenture Issuer would
                  have the power to indemnify him against such liability under
                  the provisions of this Section 4.3(a).

                         (viii) For purposes of this Section 4.3(a), references
                  to "the Trust" shall include, in addition to the resulting or
                  surviving entity, any constituent entity (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger, so that any person who is or was a director, trustee,
                  officer or employee of such constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee or agent of another
                  entity, shall stand in the same position under the provisions
                  of this Section 4.3(a) with respect to the resulting or
                  surviving entity as he would have with respect to such
                  constituent entity if its separate existence had continued.

                         (ix) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, this Section 4.3(a)
                  shall, unless otherwise provided when authorized or ratified,
                  continue as to a person who has ceased to be a Company
                  Indemnified Person and shall inure to the benefit of the
                  heirs, executors and administrators of such a person. 


                         (b) The Debenture Issuer agrees to indemnify (i) the
Delaware Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any
officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Delaware





                                     - 11 -
<PAGE>   14


Trustee (each of the Persons in (i) through (iii) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 4.3(b) shall survive the termination
of this Declaration.

                  Section 4.4 Outside Businesses

                  Any Covered Person, the Sponsor and the Delaware Trustee may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

                  Section 5.1 Amendments

                  At any time before the issue of any Securities, this
Declaration may be amended by, and only by, a written instrument executed by all
of the Regular Trustees and the Sponsor.

                  Section 5.2 Termination of Trust

                  (a) The Trust shall terminate and be of no further force or
            effect:

                  (b) upon the bankruptcy of the Sponsor;

                  (ii) upon the filing of a certificate of dissolution or its
            equivalent with respect to the Sponsor or the revocation of the
            Sponsor's charter or of the Trust's certificate of trust;

                  (iii) upon the entry of a decree of judicial dissolution of
            the Sponsor, or the Trust; and



                                     - 12 -

<PAGE>   15

                  (iv) before the issue of any Securities, with the consent of 
            all of the Regular Trustees and the Sponsor; and

                  (b) as soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                  Section 5.3 Governing Law

                  This Declaration and the rights of the parties hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

                  Section 5.4 Headings

                  Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

                  Section 5.5 Successors and Assigns

                  Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

                  Section 5.6 Partial Enforceability

                    If any provision of this Declaration, or the application of
such provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the application of such provision to persons
or circumstances other than those to which it is held invalid, shall not be
affected thereby.

                  Section 5.7 Counterparts

                  This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.





                                     - 13 -

<PAGE>   16


                  IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed as of the day and year first above written.



                                       /s/ T.C. Morris
                                       -----------------------------------------
                                       Name:  T.C. Morris
                                       Title:  Regular Trustee


                                       /s/ John A Carrig
                                       -----------------------------------------
                                       Name:  John A. Carrig
                                       Title:  Regular Trustee


                                       /s/ R.B. Gisi
                                       -----------------------------------------
                                       Name: R.B. Gisi
                                       Title:  Regular Trustee


                                       THE BANK OF NEW YORK 
                                       (DELAWARE), as Delaware Trustee


                                       By: /s/ Mary Jane Morrissey
                                          --------------------------------------
                                        Name:  Mary Jane Morrissey
                                        Title: Authorized Signatory


                                       PHILLIPS PETROLEUM COMPANY, as Sponsor


                                       By: /s/ John A Carrig 
                                          --------------------------------------
                                           Name: John A Carrig 
                                           Title: Vice President and
                                                  Treasurer 




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