WAINOCO OIL CORPORATION

1995 STOCK GRANT PLAN FOR NON-EMPLOYEE DIRECTORS



1.   Purposes.

     The 1995 Stock Grant Plan for Non-Employee Directors (the
"Plan") is established to attract, retain and compensate highly
qualified individuals who are not employees of Wainoco Oil
Corporation (the "Company") for service as members of the Board
of Directors ("Non-Employee Directors") and to provide them with
an ownership interest in the Company's common stock.  The Plan
will be beneficial to the Company and its stockholders by
allowing these Non-Employee Directors to have a personal
financial stake in the Company through an ownership interest in
the Company's common stock, in addition to underscoring their
common interest with stockholders in increasing the value of the
Company's stock over the long term.

2.   Effective Date.

     The Plan shall be effective as of the date it is adopted by
the Board of Directors of the Company.

3.   Administration of the Plan.

     The Plan shall be administered by a committee consisting of
the Directors who are not eligible to participate in the Plan
(the "Committee").  Subject to the provisions of the Plan, the
Committee shall be authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating
to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan; provided, however,
that the Committee shall have no discretion with respect to the
eligibility or selection of Non-Employee Directors to receive
stock grants under the Plan, the number of shares of stock
subject to the Plan; and provided further, that the Committee
shall not have the authority to take any action or make any
determination that would materially increase the benefits
accruing to participants under the Plan.  The Committee's
interpretation of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding upon all
parties concerned including the Company, its stockholders and
persons granted options under the Plan.  The Chief Executive
Officer of the Company shall be authorized to implement the Plan
in accordance with its terms and to take or cause to be taken
such actions of a ministerial nature as shall be necessary to
effectuate the intent and purposes thereof.

4.   Participation in the Plan.

     All active members of the Company's Board of Directors who
are not as of the date of any stock grant employees of the
Company or any of its subsidiaries or affiliates shall be
eligible to participate in the Plan.  Directors emeritus shall
not be eligible to participate.

5.   Stock Grant Dates.

     Five hundred shares of Stock (as adjusted pursuant to
Section 8) shall be automatically granted to each eligible Non-
Employee Director on the first day of every 15th month (or the
first succeeding business day thereafter on which the Company's
common stock is traded on the principal securities exchange on
which it is listed) commencing April 1, 1995.

6.   Shares of Stock Subject to the Plan.

     The shares that may be granted under the Plan shall not
exceed an aggregate of 60,000 shares of Company common stock (as
adjusted pursuant to Section 8).

7.   Dilution and Other Adjustment.

     In the event of any change in the outstanding shares of
Company stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange
of shares or other similar corporate change, such equitable
adjustments shall be made in the Plan and the grants thereunder,
as the Committee determines are necessary or appropriate,
including, if necessary, any adjustments in the maximum number of
shares referred to in Section 7 of the Plan.  Such adjustment
shall be conclusive and binding for all purposes of the Plan.

8.   Miscellaneous Provisions.

     (a)   Rights as Stockholder.  A participant under the Plan
shall have no rights as a holder of Company common stock unless
and until certificates for shares of such stock are issued to the
participant.

     (b)   Compliance with Legal Regulations.  During the term of
the Plan, the Company shall at all times reserve and keep
available such number of shares as may be issuable under the
Plan, and shall seek to obtain from any regulatory body having
jurisdiction, any requisite authority required in the opinion of
counsel for the Company in order to grant shares of Company
common stock.  If in the opinion of counsel for the Company the
transfer, issue or sale of any shares of its stock under the Plan
shall not be lawful for any reason, including the inability of
the Company to obtain from an regulatory body have jurisdiction
authority deemed by such counsel to be necessary to such
transfer, issuance or sale, the Company shall not be obligated to
transfer, issue or sell any such shares.  In any event, the
Company shall not obligated to transfer, issue or sell any shares
to any participant unless a registration statement which complies
with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), is in effect at the time with respect to
such shares or other appropriate action has been taken under and
pursuant to the terms and provisions of the Securities Act, or
the Company receives evidence satisfactory to the Committee that
the transfer, issuance or sale of such shares, in the absence of
an effective registration statement or other appropriate action,
would not constitute a violation of the terms and provisions of
the Securities Act.  The Company's obligation to issue shares
granted under the Plan shall in any case be subject to the
Company being satisfied that the shares purchased are being
purchased for investment and not with a view to the distribution
thereof, if at the time of such exercise a resale of such shares
would otherwise violate the Securities Act in the absence of an
effective registration statement relating to such shares.

     (c)   Costs and Expenses.  The costs and expenses of
administering the Plan shall be borne by the Company and not
charged to any option or to any Non-Employee Director receiving
an option.

9.   Amendment and Termination of the Plan.

     (a)   Amendments.  The Committee may from time to time amend
the Plan in whole or in part; provided, that no such action shall
adversely affect any rights or obligations with respect to any
shares of stock theretofore granted under the Plan, and provided
further, that the provisions of Sections 4 and 6 hereof may not
be amended more than once every six months, other than to comport
with change in the Internal Revenue Code or regulations
thereunder.

     (b)   Termination.  The Committee may terminate the Plan at
any time.  The Plan shall in any event terminate on, and no stock
shall be granted after December 31, 2004.