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ENVIRONMENTAL AGREEMENT THIS ENVIRONMENTAL AGREEMENT is dated as of [Closing Date] ("Agreement"), between UNION OIL COMPANY OF CALIFORNIA. a California corporation and TOSCO CORPORATION, a Nevada Corporation. RECITALS WHEREAS, Seller and Purchaser have entered into a Sale and Purchase Agreement For 76 Products Company dated December 14, 1996 ("Sale and Purchase Agreement"), pursuant to which Purchaser agreed to buy and Seller agreed to sell the business and assets that constitute the 76 Products Company business segment of Seller; and WHEREAS, the Sale and Purchase Agreement provides that Seller and Purchaser will enter into an Environmental Agreement at Closing to be the exclusive statement of the representations, warranties, covenants, agreements and indemnities with respect to Environmental Laws as they apply to the 76 Products Company business segment. NOW, THEREFORE, the parties agree as follows: 1. Definitions. For all purposes of this Agreement, the following terms shall have the following meanings, and such meanings shall be equally applied to both the singular and plural forms of the terms defined. (a) "Allocated Overhead Costs" shall have the meaning specified in Section 1(n). (b) 'Baseline" shall mean all Releases in or to the atmosphere, soil, surface water, subsurface strata or groundwater at or from the 76 Assets that occurred prior to the Closing and shall include Releases, whenever occurring, resulting from Hazardous Materials sent prior to Closing from the 76 Assets, as they are comprised on the Closing Date, to a disposal site designated as a "Superfund" site under the Comprehensive Environmental Response, Compensation and Liability Act. (c) "Baseline Amortizing Amount" shall have the meaning specified in Section 4(a). (d) "Baseline Corrective Action Costs" shall have the meaning specified in Section 4(a). (e) "Baseline Corrective Action Costs Quarterly Report" shall have the meaning specified in Section 5(b)(ii). 1.