Phillips Petroleum Co. Director Charitable Plan

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.


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