Exhibit
10.34A          ORYX ENERGY
COMPANY  EXECUTIVE
RETIREMENT PLAN                 As Amended
and Restated as ofJanuary 1, 1995   (Except as Otherwise Provided Herein)






































ORYX ENERGY
COMPANY   Executive
Retirement Plan  Table of
Contents   Article
    
    PagePREAMBLE
    1I
    Definitions
    2-6II
    Contributions
    7III
    Retirement
      Benefits
    8-11IV
    Optional Forms of
      Retirement Income
    12-14V
    Death Benefits
    15-16VI
    Termination of
      Employment or Status
      As
      Executive; Reemployment
    17-19VII
    Disability
      Benefits
    20VIII
    Administration of the
      Plan
    21-24IX
    General
    Provisions
    25-27
              -i-





ORYX ENERGY COMPANY

EXECUTIVE RETIREMENT PLAN





PREAMBLE



Oryx
Energy Company (the “Company”) adopted and established the Oryx Energy Company
Executive Retirement Plan (the “Plan”), for the exclusive benefit of certain of
its executives and their beneficiaries in November 1988. The Plan superseded the
Sun Company, Inc. Executive Retirement Plan (the “Predecessor Plan”) with
respect to those Executives of the Company who had been participants in the
Predecessor Plan. Subsequently, the Plan was amended from time to time. 
Effective as of January 1, 1995, (except as otherwise provided herein) the
Company has, by execution of this document, amended and restated the Plan in its
entirety, subject to the terms andconditions hereinafter set
forth.

Except as otherwise provided herein, any Participant under the Plan prior to
January 1, 1995, who died, retired, became disabled, terminated employment or
otherwise ceased to be a Participant thereunder prior to January 1, 1995, shall
receive any benefits to which he or she is entitled based upon the provisions of
the Plan as in effect prior to January 1, 1995.



The purpose of the Plan is primarily to provide additional retirement benefits
to a select group of highly compensated or management employees of the Company
through an unfunded plan.





-1-









ARTICLE I

DEFINITIONS



1.01                
“Actuarial Equivalent” means a benefit of equivalent current value to the
benefit which would otherwise have been provided to the Participant, determined
on the basis of appropriate actuarial assumptions and methods and in accordance
with rules established by the Plan Administrator.



1.02                
“Affiliated Company” means the Company and:



(a)    
Any other corporation which is included within a “controlled group of
corporations” within which the Company is also included, as determined under
section 1563 of the 1986 Internal Revenue Code without regard to subsections
(a)(4) and (e)(3)(C) of said section 1563;



(b)    
Any other trades or businesses (whether or not incorporated) which, based on
principles similar to those defining a controlled group of corporations for
purposes of (a) above, are under common control; and



(c)    
Any other organization so designated by the Board Committee.



1.03    
            “Affiliated
Company Benefit” means the monthly amount of benefit (or the Actuarial
Equivalent of such benefit) to which a Participant and/or his Spouse is or was
entitled under the Base Plan or any other qualified or nonqualified defined
contribution or defined benefit plan (including any combination of a qualified
plan and a related excess benefit plan) that is or was maintained by an
Affiliated Company as the primary source of employer-provided retirement income
for participants of such plan; provided, however, that in the case of a defined
contribution plan, the value of such Benefit will be determined based on the
aggregate contributions made on behalf of the Participant (whether or not
subsequently withdrawn by the Participant), accumulated at a rate or rate’s of
interest as determined by the Plan Administrator, which determination will be
made in a uniform and consistent manner.



1.04    
            “Base Plan”
means the Oryx Energy Company Retirement Plan and the, Oryx Energy Company
Pension Restoration Plan for Certain Employees of the Company, or any similar or
successor plan or plans.











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ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



1.05                
“Beneficiary” means the person or persons, other than a contingent annuitant,
designated by a Participant or retired Participant pursuant to Article IV.



1.06                
“Board of Directors” means the Board of Directors of the Company.



1.07                
“Board Committee” means those individual Directors who have been appointed by
the Board of Directors with the powers and responsibilities specified in Article
VIII and to which has been delegated any authority or responsibility of the
Board of Directors with respect to the Plan.



1.08                
“Company” means Oryx Energy Company or any corporation which succeeds to the
position of Oryx Energy Company as common parent of the controlled group of
corporations, within the meaning of regulations issued under the Internal
Revenue Code.



1.09                
“Credited Service,” subject to the limitations hereinafter described, means the
actual amount, in completed years and months, of the Participant’s Service.



Credited
Service will not include periods of employment with an Affiliated Company before
or after it becomes or ceases to be an Affiliated Company.



1.10                
“Earnings” means the “Earnings” of a Transferred Participant under the
Predecessor Plan through October 31, 1988, and the total basic compensation paid
or payable to “a Participant by the Company or an Affiliated Company on and
after November 1, 1988.



1.11                
“Employee” means the individual who is employed by the Company or an Affiliated
Company.



1.12                
“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



1.13                
“Executive” means any Employee who is employed by the Company at the level of
Vice President or above.



1.14                
“Executive Service” means “Executive Service” earned by a Transferred
Participant under the Predecessor Plan through October 31, 1988, and that part
of a Participant’s Service which was rendered on and after November 1, 1988,
while he was an Executive.









-3-









1.15                
“Final Average Earnings” means the arithmetic average of the Participant’s
considered earnings over the 36 consecutive calendar months which are within the
last 120 consecutive calendar months prior to the actual retirement that produce
the highest average of all such 36-month periods. The Participant’s considered
earnings during any such 36-month period equal: the Participant’s aggregate
Earnings; plus, any executive incentive bonuses imputed during that 36-month
period, as described in the following sentences. One-executive incentive bonus
will be imputed, each calendar yearequal to the Participant’s guideline
incentive percentage in effect as of the date the Participant’s first actual
executive incentive bonus payment is made. An that calendar year under the Oryx
Energy Company Executive Incentive Plan, multiplied by the Participant’s
annualized base rate of pay in effect as of that same date and will be deemed to
be considered earnings for the month in which the first actual executive
incentive bonus payment is made for such calendar year.  If no such bonus
is paid to the Participant, while he is an Employee, in a calendar year, a bonus
will be imputed as described using the guideline percentage and rate of pay in
effect as of February 1 of that calendar year and will be deemed to be
considered earnings for such February (except that if the Participant’s
termination of employment occurred in January, then his rate of pay as of
January 1 will be used and the imputed bonus will be deemed considered earnings
for such January). These “imputed executive incentive bonuses” will be used to
determine Final Average Earnings under this Plan only, and without regard to the
actual executive incentive bonuses received by the Participant under the Oryx
Energy Company Executive Incentive Plan.  If during any such 36-month
consecutive month period a Participant has four of such “imputed executive
incentive bonuses,” then the imputed bonus amount that is the least of the four
amounts will be disregarded.



1.16                
“Nonaffiliated Employer Benefit” means the monthly amount of Benefit, (or the
Actuarial Equivalent of such Benefit) to which a Participant and/or his Spouse
is or was entitled as a result of prior employment with any employer other than
the Company or an Affiliated Company under any qualified or nonqualified defined
contribution or defined benefit retirement plan that, is or was maintained by
such employer as the primary source of employer-provided retirement income for
participants of such plan; provided, however, that in the case of a defined
contribution plan, the value of such Benefit will be determined based on the
aggregate contributions made on behalf of the Participant (whether or not
subsequently withdrawn by the Participant), accumulated at a rate or rates of
interest as determined by the Plan Administrator, which determination will be
made in a uniform and consistent manner.









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ORYX
ENERGY COMAPNY

EXECUTIVE
RETIREMENT PLAN



1.17                
“Normal Retirement Date” means the first day of the calendar month coincident
with or next following the Participant’s 65th birthday.



1.18                
“Participant” means any Employee who is an Executive, a Transferred Participant
or who is designated as a Participant by the Board Committee.  Except as
provided in Section 6.02, if any Participant ceases to be an Executive, he will
thereupon cease to be a Participant (unless otherwise designated by the Board
Committee), and will forfeit all rights to benefits under this Plan.



1.19                
“Plan” means the Oryx Energy Company Executive .Retirement Plan as set forth in
this document and as it may from time to time be amended.



1.20                
“Plan Administrator” means the individual or entity designated as such by the
Board Committee pursuant to Article VIII.



1.21                
“Plan Year” means the annual period beginning on January 1 of any year and
ending on the following December 31.



1.22                
“Predecessor Plan” means the Sun Company, Inc. Executive Retirement Plan as it
existed on October 31, 1988.



1.23                
“Service” means the completed years and months of “Service” earned by a
Transferred Participant under the Predecessor Plan through October 31, 1988, and
the completed years and months of an Employee’s employment by the Company or an
Affiliated Company on and after November 1, 1988, whether or not continuous.



1.24                
“Social Security Benefit” means the primary insurance amount to which a
Participant becomes entitled at age 65 under Social Security legislation in
effect on the earliest of his Normal Retirement Date, early retirement date or
Termination Date.



1.25                
“Spouse” means the individual who is the legally married husband or wife of a
Participant.



1.26                
“Statutory Benefit” means the monthly amount of any benefit (or the Actuarial
Equivalent of such benefit) from any country other than the United States to
which a Participant, upon proper application, is or would be entitled.



1.27                
“Termination Date” means the date on which a Participant ceases to be an
Employee.



1.28                
“Transferred Participant” means a person for whom the Predecessor Plan
transferred liability to the Plan effective November 1, 1988.



-5-


ORYX
ENERGY COMPANY







ARTICLE
II CONTRIBUTIONS 2.01                
Employer Contributions.  All benefits payable under this Plan will
be paid by the Company solely out of its general assets. 2.02                
Participant Contributions.  No contributions by Participants will be
required or permitted under this Plan.  2.03                
Expenses of Administration.  All expenses of administering this Plan
will be paid by the Company.   -6-
 
   ARTICLE III
 RETIREMENT
BENEFITS  3.01                
Normal Retirement. Except as provided in Section 3.04, each Participant
will be eligible to retire on his Normal Retirement Date.  3.02                
Normal Retirement Income.  Subject to the provisions of Section
3.03, a Participant who retires on or after his Normal Retirement Date and after
the completion of five years of Executive Service will be entitled to a monthly
normal retirement income equal to the excess of (a) over (b), where:  (a)       
equals the sum of:  (i)         3% of his Final Average
Earnings multiplied by his Credited Service up to a maximum of 10 years,
plus  (ii)        1-1/2% of his Final Average
Earnings multiplied by his Credited Service in excess of 10 years, and  (b)
       equals the sum of:  (i)        
1% of his Social Security Benefit multiplied by his Credited Service up to a
maximum of 30 years,  (ii)       
100% of his Affiliated Company Benefit, plus  (iii)      
100% of his Statutory Benefit.  3.03                
MaximumNormalRetirement Income.  The
monthly normal retirement income which a Participant would otherwise be entitled
to receive under Section 3.02, will not exceed 65% of his Final Average Earnings
less the sum of the offsets under Section 3.02(b) above.  3.04                Early
Retirement Date. A Participant will be eligible to retire on an early
retirement date which will be the first day of any calendar month coincident
with or next following his 52nd birthday if he has then completed at least five
years of Executive Service.


-7-


ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



3.05                
Early Retirement Income. The monthly, early retirement income payable to
the Participant commencing on his early retirement date will be equal to the
monthly normal retirement income that would otherwise be applicable under
Sections 3.02 and 3.03, adjusted as follows:



(a)       
The Social Security Benefit referred to in Sections 3.02 and 3.03 will be
determined by projecting the Participant’s Credited Service to his Normal
Retirement Date (but such Projected Credited Service, shall not exceed 30 years)
and assuming constant Earnings, at his last rate in effect, to Normal Retirement
Date, and will then be multiplied by a fraction, the numerator of which will be
his Credited Service to the date of actual retirement and the denominator of
which will be his projected Credited Service to Normal Retirement Date.



(b)       
The amount calculated in Section 3.02(a) and the offset for Social Security
Benefits calculated in Section 3.02(b) and 3.03 will be reduced by 5/12% for
each full month by which actual retirement precedes Normal Retirement Date by
more than five years.



3.06                
Normal Form of Benefit. Except as provided for in Article IV, a
Participant’s retirement benefits under this Plan will be paid in the form of a
lump sum equal to the lump sum present value of the retirement income determined
under Sections 3.02, 3.03 and 3.05, whichever is applicable. For purposes of
determining such lump-sum present value (i) the interest rate and mortality
assumptions that would apply to such Participant at such time for such purpose
under the Oryx Energy Company Retirement Plan shall be used; and (ii) the value
of any early retirement and survivor benefits subsidies otherwise included in
the determination of benefits under the Plan shall be reflected in such lump-sum
amount.



3.07                
Time of Payment. The payment of a Participant’s retirement benefits shall
be made or commence no later than the last day of the calendar month in which
the Participant retires.



3.08                
Special Enhancement Program.



(a)       
Special Enhancement Program.  A Participant who meets the requirements for
a benefit under the Special Enhancement Program, as set forth in Section
3.08(b), shall have the Early Retirement Income under Section 3.05 or the Normal
Retirement Income under Section 3.02, whichever is applicable, calculated in
accordance with Section 3.08(b) below, subject to 3.08(c) below.  For
purposes of this Section 3.08, the following definitions shall apply.





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ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



(i)        
Adjusted Age - Adjusted Age shall be a Participant’s actual age plus two
years. For purposes of the benefit under Section 3.08(a), a Participant’s
Adjusted Age shall not exceed 60.



(ii)       
Adjusted Service - Adjusted Service shall be a Participant’s actual
Service plus two years.



(iii)      
Adjusted Credited Service – Adjusted Credited Serviceshall be a
Participant’s actual Credited Service plus two years.



(b)       
Enhanced Retirement Benefit.  A Participant shall be eligible for an
Enhanced Retirement Benefit under this Section if his employment with the
Employer terminated under an outplacement program during 1995 and his actual age
is at least 50 and his actual Executive Service equals at least five
years.  A Participant who meets the requirements for an Enhanced Retirement
Benefit shall have his benefit determined in accordance with Section 3.02, 3.03
or 3.05, as applicable, provided that:



(i)        
The amounts set forth in Section 3.02(a) and (b)(i) shall be determined using
the Participant’s Adjusted Credited Service, rather than his actual Credited
Service; provided that for purposes of determining the Social Security Benefit
offset amount described in Section 3.05(a), a Participant’s Adjusted Credited
Service shall be used only in the numerator of the fraction included in Section
3.05(a) (except such fraction so determined cannot exceed 1.0).



(ii)       
The reductions described in Section 3.05(b), for commencement of a Participant’s
benefit that precedes Normal Retirement Date, shall be determined by reference
to the number of full months that his Adjusted Age precedes his age at his
Normal Retirement Date, rather than the number of full months that his actual
retirement precedes his Normal Retirement Date.



(iii)      
To the extent that under the terms of the Plan, a Participant who has met the
early retirement eligibility requirements, or the beneficiary of such a
Participant, is entitled to select optional payment forms, or to receive death
benefits, a Participant who meets such requirements solely as a result of this
Section shall be deemed to have met the early retirement eligibility
requirements.







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ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



(c)       
Minimum Benefit. If the amount of any Participant’s Enhanced Retirement
Benefit determined above in this Section 3.08 (which is determined by using an
enhanced Affiliated Company Benefit, offset from the Oryx Energy Company
Retirement and Pension Restoration Plans, in accordance with the Special
Enhancement Program thereunder) is less than what such Participant’s regular
unenhanced Retirement income would be hereunder if both the Special Enhancement
Program described above in this Section 3.08 and the Special Enhancement Program
described in the Base Plan were disregarded, then such Participant shall have
his Retirement Income determined hereunder by disregarding the Special
Enhancement Program under this Plan and disregarding the Special Enhancement
Program under the Base Plan.






-10-


ARTICLE IVOPTIONAL FORMS OF RETIREMENT INCOME



4.01                
Election of Straight Life Annuity Or Other Optional Form of Payment. Not
later than thirty (30) days prior to a Participant’s retirement date, a
Participant may elect, in lieu of the lump-sum normal form of retirement
benefits, a straight life annuity (equal to the monthly normal retirement income
determined under Sections 3.02, 3.03 and 3.05, whichever is applicable) or an
optional form of retirement income as set forth below.  A Participant may
not change or revoke an elected option unless such change is made thirty (30)
days prior to the Participant’s retirement date. Each election, designation and
revocation of an option will be made in writing and in conformity with such
rules as may be prescribed by the Plan Administrator.  Notwithstanding the
foregoing, a Spouse may not elect an optional form of receiving any benefit
payable under Article V.



4.02                
Contingent Annuity Option.  A Participant may elect to receive a
reduced retirement income, the amount of which will be determined by application
of appropriate Actuarially Equivalent factors adopted by the Plan Administrator
for the age and sex of the Participant and the contingent annuitant. The
contingent annuity option provides (a) payments to the Participant for his life,
and (b) continuation of such payments, or any part of them designated by the
Participant, to the contingent annuitant, if surviving, for life.



4.03                
Ten-Year Certain Option.  A Participant may elect to receive a
retirement income of Actuarially Equivalent value payable for his life, provided
that such income will be paid to him or to his Beneficiary for ten years after
the Participant’s retirement regardless of whether the Participant or his
Beneficiary survives such period.  At the discretion of the Plan
Administrator, any benefit payable hereunder to a Beneficiary may be commuted
and paid in one sum.

4.04                
Other Forms of Pension. A Participant may elect to receive a benefit
payable over a period not less than his remaining lifetime and, if he so further
elects, thereafter to his designated Beneficiary for as long as his designated
Beneficiary survives him in such other form having an Actuarially Equivalent
value as may be approved by the Plan Administrator and subject to such
conditions as he may prescribe.



4.05                
Rules Applicable to Contingent Annuity Option.



(a)       
If the Participant should die before the effective date of the contingent
annuity option, no benefit will be payable to the contingent annuitant.



-11-


(b)       
If the contingent annuitant should die before the effective date of the
contingent annuity option, the option will automatically be cancelled and the
normal monthly retirement income will be payable to the Participant in a
straight life annuity as provided in Section 4.01 as if the contingent annuity
option had not been elected.



(c)       
If the contingent annuitant should die before the Participant but after the
effective date of the contingent annuity option, benefits will be payable or
continue to be paid to the Participant on the reduced basis; provided, however,
that if the contingent annuitant should die during the first four years
following commencement of the retirement income payments to the Participant, the
amount of the reduced retirement income payable to the surviving retired
Participant will be increased by restoring a percentage of the reduction amount
as follows:





Death
      of Contingent
    Percentage
      ofAnnuitant
      During
    Discount
      RestoredFirst
      Year
    80%Second
      Year
    60%Third
      Year
    40%Fourth
      Year
    20%Fifth
      and Subsequent Years
    0%




(d)       
If the retirement date is earlier than the effective date of the contingent
annuity option, retirement benefits commencing at the actual retirement date
will be made in the straight life annuity form of retirement income, as provided
in Section 4.01. If the Participant and his contingent annuitant are living on
such effective date, the retirement benefit will be adjusted to provide
retirement income on and after such date on the optional form.



4.06                
Acceleration Of Annuity Options. Notwithstanding the foregoing, if the
Internal Revenue Service makes a determination that the Participant must include
any amounts from the Plan in his taxable income in a taxable year prior to the
year in which the Participant actually receives those amounts, the Participant
shall receive the Actuarial Equivalent of the remainder of his benefit
determined under Sections 3.02, 3.03 and 3.05, whichever is applicable. 
Such distribution shall be made no later than the last day of the calendar year,
in which the Participant informs the Plan Administrator that the Internal
Revenue Service has made such a determination.






-12-


ARTICLE VDEATH BENEFITS



5.01                
Preretirement Spouse’s Death Benefit.  The actual form of payment
(monthly annuity or lump-sum) of the death benefit described in this Section
shall, notwithstanding anything to the contrary herein, be determined in
accordance with Section 5.02 hereof.  In the event of the death of a
Participant during active employment, and after having become eligible to elect
an early retirement date, a death benefit in the form of monthly retirement
income in the amount hereinafter set forth will be payable to the Participant’s
Spouse at the time of his death for the lifetime of such Spouse.  The
amount of each such monthly income payment will be 50% of the monthly early
retirement income that would have been payable to the Participant under Section
3.05 had he retired on the date of his death; provided, however, that:



(a)       
the reduction specified in Section 3.02(b)(ii) with respect to the Participant’s
Affiliated Company Benefit will not beApplicable;



(b)       
the early retirement reduction percentage described in Section 3.05(b) will be
applied only to the offset for Social Security Benefits;



(c)       
the monthly income payments to the Spouse will be reduced by 1/2% for each month
that the Spouse is more than ten years younger than the Participant; and



(d)       
the amount payable to the Spouse will be reduced by any amount of Affiliated
Company Benefits that are attributable to Affiliated Company contributions and
that are payable to such Spouse.



5.02                
Election Of Payment Form Of Preretirement Spouse’s Death Benefit.  A
Participant who is eligible to elect an early retirement date may elect to
have  the preretirement spouse’s death benefit under Section 5.01 paid in
an annuity form pursuant to Section 5.01, or in an Actuarially Equivalent
lump-sum as soon as practicable after the Participant’s death.  A
Participant may change or revoke an elected option at any time prior to his
actual retirement. Each election, designation and revocation of an option will
be made in writing and in conformity with such rules as may be prescribed by the
Plan Administrator.




-13-


ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



5.03                
Postretirement Spouse’s Death Benefit. In the event a Participant dies
after retiring or after attaining his Normal Retirement Date, and provided the
Participant’s benefit was payable to him in a monthly form under Article IV
hereof, the Spouse to whom he is married on his annuity starting date will
receive a monthly retirement income payable for the lifetime of such Spouse in
an amount equal to 50% of the retirement income being paid or payable to the
Participant (before giving effect to any reduction in income required by the
election of an contingent annuity or period certain optional form of payment
under Article IV); provided, however, that:



(a)       
the reduction specified in Section 3.02(b)(ii) with-respect to the Participant’s
Affiliated Company Benefit will not be applicable;



(b)       
the monthly income payable to the Spouse will be reduced by 1/2% for each month
that the Spouse ismore than ten years younger than the Participant; and



(c)       
the amount payable to the Spouse will be reduced by any amount of spousal
Affiliated Company Benefits that are attributable to Affiliated Company
contributions and that are attributable to such Spouse (even though such amounts
may not actually be payable to such Spouse, due to a waiver of such amounts
and/or election to receive any Affiliated Company Benefits in an optional form
not providing a spousal benefit).



The
Spouse’s death benefit payable under this Section will be in addition to any
annuity benefits otherwise payable under Article IV.  In the event the
Participant did not have a Spouse on his annuity starting date, but is survived
by a Spouse on the date of his death, the monthly retirement income described
above shall be paid to such surviving spouse.





-14-


ARTICLE VITERMINATION OF EMPLOYMENT OR STATUSAS
EXECUTIVE; REEMPLOYMENT



6.01                
Termination of Employment.  A Participant whose employment is
terminated for any reason other than death under Article V or retirement under
Section 3.01 or 3.04, will not be entitled to benefits under this Plan.



6.02                
Termination of Executive Status. If a Participant remains employed by the
Company or an Affiliated Company but ceases to be an Executive, he will forfeit
the right to all benefits under this Plan unless otherwise designated to remain
as a Participant by the Board Committee or unless tie had attained his 55th
birthday and completed at least five years of Executive Service at the time he
ceased to be an Executive.  If any such Participant is designated by the
Board Committee as being eligible to remain a Participant even though no longer
an Executive, the Participant will continue as such for all purposes of this
Plan.  If the Participant is not so designated by the Board Committee but
has attained his 55th birthday and has completed at least five years of
Executive Service, he will remain a Participant, but will be entitled to
benefits based only upon his Service, Credited Service and Final Average
Earnings as of the date he ceased to be an Executive.  Any benefits payable
to a Participant who has ceased to be an Executive shall not be paid until
actual retirement or death, in accordance with Articles III and IV above.



6.03                
Reemployment.



(a)       
If a retired Participant is reemployed by the Company or an Affiliated Company,
his benefits will thereupon cease, and upon again becoming such an Employee he
will have his prior period of Service, Credited Service and Executive Service
restored to him.  If he had made an election of an optional form of
payment, such election will continue on file with the Plan Administrator, but no
payment will be due under such option in the event of his death before he again
retires. Upon subsequent retirement his retirement income will be based on his
Service and Credited Service which was restored under this Section plus any
Service and Credited Service rendered while employed as an Executive after the
time of his reemployment.



(b)       In
all other situations where a retired Participant is reemployed, there will be no
cessation, interruption or adjustment of his retirement income.






-15-


ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



6.04                
Change In Control.  Notwithstanding any other provisions of the
Plan, all Participants shall become fully vested upon a Change in Control of the
Company and, upon termination of service from the Company shall be entitled to
benefits calculated as follows:



(a)       
If at the time of termination of service, the Participant has attained his Early
Retirement Date, he shall be entitled to a benefit calculated in accordance with
Section 3.05.



(b)       
If at the time of termination of service, the Participant has not attained his
early retirement date, he shall be entitled to benefits calculated under Section
3.05 with the exception that the benefits so determined shall, in lieu of the
reductions provided under Section 3.05(b), be reduced actuarially in accordance
with reasonable and appropriate actuarial factors.



Such benefits shall commence coincident with or next following the first day of
the calendar month in which the Participant attains age 55.



As used in the Plan a “Change in Control” shall be deemed to have occurred if
(a) individuals who were directors of the Company immediately prior to a Control
Transaction shall cease, within two years of such Control Transaction, to
constitute a majority of the Board (or of the Board of Directors of any
successor to the Company or to all or substantially all of its assets) or (b)
any entity, person or Group acquires shares of the Company in a transaction or
series of transactions that result in such entity, person or Group directly or
indirectly owning beneficially fifty-one percent (51%) or more of the
outstanding shares.



As
used herein, “Control Transaction” shall be (1) any tender offer for or
acquisition of capital stock of the Company, (2) any merger, consolidation, or
sale of all or substantially all of the assets of the Company which has been
approved by the shareholders, (3) any contested election of directors of the
Company or (4) any combination of the foregoing which results in a change in
voting power sufficient to elect a majority of the Board of Directors. As used
herein, “Group” shall mean persons who act in concert as described in Sections
13(d)(3) and/or 14(d)(2) of the SecuritiesExchange Act of 1934, as
amended.






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ARTICLE VII

DISABILITY BENEFITS



7.01                
Participants Receiving Disability Benefits. A Participant receiving
disability-benefits under the Oryx Energy Company Disability Income Program will
remain a Participant.  Such a Participant will be entitled to a monthly
normal retirement income, to commence at his Normal Retirement Date, computed in
accordance with Section 3.02 or 3.03, as applicable, assuming constant Earnings
and guideline bonus to Normal Retirement Date, Social Security benefits as
calculated under the Social Security Act in effect on the Participant’s date of
disability, and including as Service, Credited Service and Executive Service,
the period during which he qualifies for and receives disability benefits under
the Oryx Energy Company Disability Income Program.  Such determination will
be made as of Normal Retirement Date. The normal form for the payment of
retirement income to the Participant will be as set forth in Section 3.069.



7.02                
Status During Disability. A Participant receiving Oryx Energy Company
Disability Income Program benefits prior to his Normal Retirement Date will be
entitled to benefits under Section 5.01 and, if applicable, Section 5.02. 
After his Normal Retirement Date, he will be deemed to have retired. Such a
Participant, if otherwise eligible, may also elect to retire early under the
provision of Section 3.04.








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ARTICLE VIII



ADMINISTRATION OF THE PLAN



8.01                
Allocation and Delegation of Administrative Responsibilities. 
Administrative responsibilities with respect to the Plan are to be allocated as
set forth in this Article VIII.  A person will have only those specific
powers, duties, responsibilities and obligations as are specifically given him
under this Plan.  It is intended that each person be responsible for the
proper exercise of his own powers, duties, responsibilities and obligations
under this Plan, and generally will not be responsible for any act or failure to
act of another person.  A person may delegate to any person or entity any
of its powers or duties under the Plan.



8.02                
Powers and Responsibilities of the Board of ­Directors.  The
Board of Directors has the following powers and responsibilities:



(a)       
to authorize amendments to the Plan;



(b)       
to terminate the Plan; and



(c)       
to appoint and remove members of the Board Committee, as set forth in Section
8.03, below.



8.03                
Board Committee.



(a)       
The Board Committee will consist of at least three Directors who will be
appointed by and serve at the pleasure of the Board of Directors.  The
Board of Directors will also appoint one member of the Board Committee to act as
Chairman of such Committee. Vacancies will be filled in the same manner as
appointments.  Any member of the Board Committee may resign by delivering a
written resignation to the, Board of Directors, to become effective upon
delivery or at any other date specified therein.



(b)       
The members of the Board Committee will appoint a Secretary who may, but need
not be, a member of the Board Committee.  The Board Committee may, in
writing, delegate some or all of its powers and responsibilities as specified in
Section 8.03(d) to any other person or entity.



(c)       
The Board Committee will hold meetings upon such notice, at such time or times,
and at such place or places as it may determine. The majority of the members of
the Board Committee at the time in office will constitute a quorum for the
transaction of business at all meetings and a majority vote of those present at
any meeting will be required for action. The Board Committee may also act by
written consent of a majority of its members.



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(d)       
The Board Committee will have the following powers and responsibilities:



(i)        
to prepare periodic administration reports to the Board of Directors which will
show, in reasonable detail, the administrative operations of the Plan;



(ii)       
to appoint and remove  the Plan Administrator;



(iii)              
to appoint and remove other administrativepersonnel; and



(iv)             
to designate, in its discretion, individuals as “Executives” and “Participants”
hereunder.



Determinations
made by the Board Committee shall be final and conclusive for all purposes.



8.04                
Plan Administrator.

(a)       The
Plan Administrator will be appointed by and serve at the pleasure of the Board
Committee. The Plan Administrator may resign by delivering a written resignation
to the Board Committee, to be effective on delivery or at any other date
specified therein. Upon the resignation or removal of the Plan Administrator, a
successor Plan Administrator will be appointed by the Board Committee.



(b)       
The Plan Administrator may, in writing, delegate some or all of his powers and
responsibilities as set forth in Section 8.04(c) to any other person or
entity.



(c)       
The Plan Administrator will adopt such rules for administration of the Plan as
he considers desirable, provided they do not conflict with the Plan. Records of
administration of the Plan will be kept, and Participants and their Spouses,
Beneficiaries and contingent annuitants may examine records pertaining directly
to themselves. The Plan Administrator will have the following powers and
responsibilities:



(i)        
to select and terminate an actuary for the Plan;



(ii)       
to establish and maintain claims review procedures;



(iii)      
the discretionary power to construe and interpret the Plan, correct defects,
supply omissions and reconcile inconsistencies to the extent necessary to
administer the Plan, with any instructions or interpretation of the Plan made in
good faith by the Plan Administrator to he final and conclusive for all
purposes;



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(iv)      
to comply with any requirements of ERISA with respect to filing reports with
governmental agencies;



(v)       
to provide Employees with any and all information required by ERISA;



(vi)      
to approve any actuarial assumptions;



(vii)     
to coordinate any necessary audit process with respect to reports on
administration data; and



(viii)     
to conduct routine-Plan administration.



8.05                
Employment of Agents. Persons administering the Plan may retain such
counsel, actuarial, medical, accounting, clerical and other services as they may
require to carry out the provisions and purposes of the Plan.



8.06                
Reliance on Reports and Certificates. Persons administering the Plan and
the officers and managers and Employees of the Company and any Affiliated
Company will be entitled to rely upon all tables, valuations, certificates and
reports furnished by any duly appointed actuary, insurance company, or by any
duly appointed accountant, and upon all opinions given by any duly appointed
legal counsel.



8.07                
Compensation. Persons administering the Plan will not receive any
compensation for their services as such.



8.08                
Abstention Required. No one may act, vote or otherwise influence a
decision -specifically relating ton his own participation under the Plan.



8.09                
Liability for Administration of Plan. In the administration of the Plan,
no person administering the Plan, nor any officer, director or employee of the
Company or any Affiliated Company or any of their agents will be liable jointly
or severally for any loss due to his or its error or acts of omission or
commission, except for his or its own individual misconduct.



In
the event and to the extent not insured against under any contract of insurance
with an insurance accompany, the Company shall indemnify and hold harmless each
“Indemnified Person,” as defined below, against any and all claims, demands,
suits, proceedings, losses, damages, interest, penalties, expenses (specifically
including, but not limited to counsel fees to the extent approved by the Board
Committee or otherwise provided by law, court costs and other reasonable
expenses of litigation), and liability of every kind, including amounts paid in
settlement, with the approval of the Board Committee, arising from any action or
cause of action  related to the Indemnified Person’s
act or acts





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or
failure to act. Such indemnity shall apply regardless of whether such claims,
demands, suits, proceedings, losses, damages, interest, penalties, expenses, and
liability arise in whole or in part from the negligence or other fault of the
Indemnified Person, except when the same is judicially determined to be due to
gross negligence, fraud, recklessness, willful or intentional misconduct of
such Indemnified Person. “Indemnified Person” shall mean each member of the
Board, the Board Committee, the Plan Administrator and each other Employee who
is allocated any responsibility hereunder.





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ARTICLE IX

GENERAL PROVISIONS



9.01                 
Right to Amend or Terminate. The Company expects and intends to continue
the Plan indefinitely, but necessarily reserves the right, by action of the
Board of Directors or its delegate, to amend, alter, suspend or terminate the
Plan in whole or in part, and at any time. The Plan may be amended,
retroactively, except that no amendment may reduce eliminate benefits that have
previously become payable under the Plan, nor benefits accrued as of a Change in
Control.



9.02                
Alienation of Benefits. Subject to Sections 9.03 and 9.09 below, no
benefits payable under the Plan will be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
action by way of anticipating, alienating, selling, transferring, assigning,
pledging, encumbering or charging the same will be void and of no effect nor
will any such benefit be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the person, entitled to such
benefit; provided, however, that benefits may be paid in accordance with a
qualified domestic relations order referred to in ERISA Section 514(b)(7).



9.03                
Payment to Minors and Incompetents.  If a Participant, Spouse,
contingent annuitant or Beneficiary entitled to receive any benefits hereunder
is a minor, or is deemed by the Plan Administrator or is adjudged to be legally
incapable of giving a valid receipt and discharge for such benefits, they will
be paid to the duly appointed guardian or committee of such minor or
incompetent, or they may be paid to such person or persons who the Plan
Administrator believes is or are caring for or supporting such minors or
incompetents.  Any such payments, to the extent thereof, will be a complete
discharge for the payment of such benefit.



9.04                
Unclaimed Benefits. If any benefit under the Plan had been payable to and
unclaimed by any person for a period of four years since the whereabouts or
existence of such person was last known to the Plan Administrator, the Plan
Administrator may direct that all rights of such person to payments accrued and
to future payments be terminated absolutely, provided that if such person
subsequently appears and identifies himself to the satisfaction of the Plan
Administrator, then the liability will be reinstated.



9.05                
Plan Voluntary.  The Plan is purely voluntary on the part of the
Company. Neither the establishment of the Plan, nor any amendment thereto, nor
the creation of any fund or account, nor the payment of any benefit will be
construed as conferring upon any Employee or Participant the right to be
retained in the employ of the Company or any Affiliated Company, and all
Employees and  Participants  will remain  subject  to
 discharge,  discipline or termination to the same extent as
if the Plan had never been established.



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9.06                
Gender. Whenever used herein, the masculine pronoun will include the
feminine and the singular the plural, unless a different meaning plainly
required by the context.



9.07                
Construction. The Plan will be construed, enforced and administered
according to the laws of the State of Texas, to the extent not preempted by
Federal law.  In the event any provision of the Plan is held illegal or
invalid for any reason, it will not affect the remaining provisions of the Plan,
but the Plan will be construed and enforced as if such illegal and invalid
provision had not been included therein.



9.08                
Funding.  This Plan is intended to be an unfunded plan within the
meaning of ERISA and the Internal Revenue Code.  All amounts paid under
this Plan shall be paid in cash from the general assets of the Company or such
other funding vehicle as the Board of Directors shall provide, provided,
however, that all assets paid into any funding vehicle hereunder shall at all
times prior to payment to a Participant, Beneficiary or Spouse remain subject to
the claims of general unsecured creditors of the Company. The benefits under the
Plan shall be reflected on the accounting records of the Company, but absent
action by the Board of Directors shall not be construed to create, or require
the creation of, a trust, custodial or escrow account, or other fund of any
kind.



No
Participant or any other person shall have any right, title, or interest
whatever in or to, or any preferred claim in or to, any investment reserves,
accounts, or funds that the Company may purchase, establish, or accumulate to
aid in providing the payments described in this Plan. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust or a fiduciary relationship of any kind between the
Company and a Participant or any other person. Neither a Participant nor a
Beneficiary or Spouse shall acquire any interest in any assets of the Company or
in any investment reserves, accounts, or funds that the Company may purchase,
establish or accumulate for the purposes of paying benefits hereunder.



9.09                
Tax Withholding. The Company may withhold, or cause to be withheld from
or with respect to any benefit hereunder any federal state, or local taxes
required by law to be withheld with respect to such benefit and such sum as the
Company may reasonably estimate necessary to cover any taxes for which the
Company may be liable and which may be assessed with regard to such payment.



9.10                
Execution in Counterparts. This document may be executed in one or more
counterparts, each of which shall be considered an original, and all but one
instrument.



-23-


ORYX
ENERGY COMPANY

EXECUTIVE
RETIREMENT PLAN



IN WITNESS WHEREOF, Oryx Energy Company has caused this Plan to be executed by
its duly authorized officer this 9th day of February, 1995.





By:  _/s/  Frances G.
Heartwell         ___



Title: _Director, Human Resources_____





ATTEST:





By: 
_/s/  William C. Lemmer___________



Title:
_VP, General Counsel and Secretary_







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