Exhibit 10.16



                               ORYX ENERGY COMPANY

                          1997 LONG-TERM INCENTIVE PLAN









               As Amended and Restated Effective as of May 1, 1997

<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
Article 1.  Establishment and Purpose .........................................1

Article 2.  Definitions .......................................................1

Article 3.  Plan Administration ...............................................4

Article 4.  Eligibility .......................................................5

Article 5.  Form of Awards ....................................................6

Article 6.  Shares Subject to the Plan ........................................6

Article 7.  Options ...........................................................8

Article 8.  Limited Rights ...................................................11

Article 9.  Restricted Stock .................................................12

Article 10. Dividend Equivalents .............................................13

Article 11. Other Incentive Awards ...........................................14

Article 12. Corporate Change .................................................14

Article 13. Amendment and Termination ........................................14

Article 14. Miscellaneous ....................................................15



<PAGE>

                               ORYX ENERGY COMPANY
                          1997 LONG-TERM INCENTIVE PLAN


Article 1. Establishment and Purpose
------------------------------------

     1.1  Establishment.  Oryx Energy Company,  a Delaware  corporation,  hereby
establishes the Oryx Energy Company 1997 Long-Term  Incentive Plan, as set forth
in this document.

     1.2 Purpose.  The purposes of the Plan are to attract able persons to enter
the employ of the Company, to encourage Employees to remain in the employ of the
Company and to provide  motivation  to  Employees to put forth  maximum  efforts
toward the  continued  growth,  profitability  and  success of the  Company,  by
providing  incentives to such persons  through the ownership and  performance of
the Common  Stock of Oryx.  A further  purpose of the Plan is to provide a means
through  which Oryx may attract able persons to become  directors of Oryx and to
provide  directors of Oryx with  additional  incentive and reward  opportunities
designed  to  strengthen   their  concern  for  the  welfare  of  Oryx  and  its
stockholders.  Toward these objectives,  Awards may be granted under the Plan to
Employees and Outside  Directors on the terms and subject to the  conditions set
forth in the Plan.

     1.3  Effectiveness.  The Plan shall become  effective as of the date of its
approval by the stockholders of Oryx at the 1997 Annual Meeting of Stockholders.
No Awards shall be made before the Plan becomes effective.


Article 2. Definitions
----------------------

     2.1 Award.  "Award" means any Option,  Limited  Rights,  Restricted  Stock,
Dividend  Equivalents or Other Incentive  Award granted under the Plan,  whether
singly,  in combination  or in tandem,  to a Participant by the Committee or the
Board.

     2.2 Award Agreement.  "Award  Agreement" means a written  agreement between
Oryx and a  Participant  that sets  forth the  terms,  conditions,  restrictions
and/or limitations applicable to an Award.

     2.3 Board. "Board" means the Board of Directors of Oryx.

     2.4 Code.  "Code" means the Internal  Revenue Code of 1986, as amended from
time to time,  including  regulations  thereunder  and successor  provisions and
regulations thereto.

     2.5 Committee.  "Committee" means the Compensation  Committee of the Board,
or such  other  committee  of the  Board as may be  designated  by the  Board to
administer the Plan;  provided that the Committee shall consist of three or more
directors of Oryx,  all of whom are both a  "Non-Employee  Director"  within the
meaning of Rule 16b-3 under the  Exchange Act and an "outside  director"  within
the meaning of the  definition of such term as contained in Treasury  Regulation
Section 1.162-27(e)(3) interpreting Section 162(m) of the Code, or any successor
definitions  adopted.  The members of the Committee shall be appointed from time
to time by, and shall serve at the discretion of, the Board.

     2.6 Common Stock.  "Common  Stock" means the Common Stock,  $1.00 par value
per share, of Oryx, or any stock or other securities of Oryx hereafter issued or
issuable in substitution or exchange for the Common Stock.

     2.7 Company. "Company" means Oryx and its Subsidiaries.

     2.8 Corporate Change. A "Corporate Change" shall be deemed to have occurred
for purposes of the Plan upon (a) the  dissolution or liquidation of Oryx; (b) a
reorganization,  merger or consolidation  of Oryx with one or more  corporations
(other than a merger or  consolidation  effecting a  reincorporation  of Oryx in
another state or any other merger or  consolidation in which the shareholders of
the surviving corporation and their proportionate  interests therein immediately
after  the  merger  or  consolidation   are   substantially   identical  to  the
shareholders of Oryx and their proportionate interests therein immediately prior
to the merger or consolidation); (c) the sale of all or substantially all of the
assets of Oryx;  or (d) the  occurrence  of a Change in  Control.  A "Change  in
Control"  shall be  deemed  to have  occurred  for  purposes  of the Plan if (a)
individuals  who  were  directors  of  Oryx  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 Oryx or to a company  which has acquired all or  substantially  all
its  assets) or (b) any  entity,  person or Group  acquires  shares of Oryx in a
transaction  or series of  transactions  that result in such  entity,  person or
Group directly or indirectly owning  beneficially 50% or more of the outstanding
shares of Common  Stock.  As used herein,  "Control  Transaction"  means (a) any
tender  offer for or  acquisition  of capital  stock of Oryx,  (b) any merger or
consolidation  of Oryx,  (c) any contested  election of directors of Oryx or (d)
any combination of the foregoing, any one of which results in a change in voting
power sufficient to elect a majority of the Board. As used herein, "Group" means
persons who act "in concert" as described in Sections  13(d)(3)  and/or 14(d)(2)
of the Exchange Act.

     2.9 Disability. "Disability" means a condition of an Employee that entitles
the  Employee to benefits  under the Oryx Energy  Company  Long-Term  Disability
Plan, as amended from time to time (or any successor plan).

     2.10 Dividend Equivalents. "Dividend Equivalents" means an Award granted to
a Participant pursuant to Article 10.

     2.11 Effective Date. "Effective Date" means the date an Award is determined
to be effective by the Committee or the Board upon its grant of such Award.

     2.12 Employee.  "Employee"  means any person treated as an employee by Oryx
or a Subsidiary,  other than a person  employed on a temporary or seasonal basis
while in a temporary or seasonal status. "Employee" shall not include any person
treated by Oryx or a Subsidiary as an independent contractor.

     2.13  Exchange Act.  "Exchange  Act" means the  Securities  Exchange Act of
1934, as amended from time to time,  including  rules  thereunder  and successor
provisions and rules thereto.

     2.14 Fair Market  Value.  "Fair Market  Value"  means,  as of any specified
date, the closing sales price of the Common Stock on the New York Stock Exchange
(or, if the Common  Stock is not listed on such  exchange,  such other  national
stock exchange or stock market on which the Common Stock is then listed) on that
date, or if no such prices of the Common Stock are reported on that date, on the
last  preceding  date on which such prices of the Common  Stock are so reported,
all as reported in the New York Stock Exchange Composite  Transactions  listings
published in The Wall Street  Journal,  or in a similar  report  selected by the
Committee.   If  the  Common  Stock  is  not  publicly  traded  at  the  time  a
determination  of  its  value  is  required  to be  made  under  the  Plan,  the
determination  of its Fair Market  Value shall be made by the  Committee in such
manner as it deems appropriate.

     2.15 Incentive  Stock Option.  "Incentive  Stock Option" means an option to
purchase  shares of Common  Stock that is intended to meet the  requirements  of
Section 422(b) of the Code.

     2.16  Limited  Rights.  "Limited  Rights"  means  an  Award  granted  to  a
Participant pursuant to Article 8.

     2.17 Nonqualified Stock Option. "Nonqualified Stock Option" means an option
to purchase shares of Common Stock that is not intended to meet the requirements
of Section 422(b) of the Code.

     2.18 Option.  "Option"  means an option to purchase  shares of Common Stock
granted to a  Participant  pursuant to Article 7, and  includes  both  Incentive
Stock Options and Nonqualified Stock Options.

     2.19 Oryx. "Oryx" means Oryx Energy Company,  a Delaware  corporation,  and
any successor thereto.

     2.20 Other Incentive Award.  "Other Incentive Award" means an Award granted
to a Participant pursuant to Article 11.

     2.21 Outside Director.  "Outside Director" means an individual duly elected
or chosen as a director of Oryx who is not also an Employee.

     2.22 Participant.  "Participant"  means any Employee or Outside Director to
whom an Award has been granted under the Plan.

     2.23 Plan.  "Plan" means this Oryx Energy Company 1997 Long-Term  Incentive
Plan.

     2.24  Restricted  Stock.  "Restricted  Stock"  means an Award of  shares of
Common Stock granted to a Participant pursuant to, and with such restrictions as
are imposed  under,  Article 9.  Restricted  Stock shall  constitute  issued and
outstanding shares of Common Stock for all corporate purposes.

     2.25  Retirement.  "Retirement"  means  the  termination  of an  Employee's
employment  with the Company which entitles the Employee to an immediate  "early
retirement"  or  "normal  retirement"  benefit  under  the Oryx  Energy  Company
Retirement Plan, as amended from time to time (or any successor plan).

     2.26 Subsidiary.  "Subsidiary" means a "subsidiary corporation" of Oryx, as
that term is defined in Section 424(f) of the Code.


Article 3. Plan Administration
------------------------------

     3.1 Responsibility of Committee. Subject to the terms and provisions of the
Plan, including, without limitation, Section 3.6, the Committee shall have total
and exclusive responsibility to control, operate, manage and administer the Plan
in accordance with its terms.

     3.2 Authority of Committee. The Committee shall have all the authority that
may be necessary or helpful to enable it to discharge its responsibilities  with
respect to the Plan. Without limiting the generality of the preceding  sentence,
the  Committee  shall have the  exclusive  right,  subject to the  provisions of
Section  3.6,  to:  (a)  interpret  the Plan and the Award  Agreements  executed
hereunder;  (b) determine  eligibility for participation in the Plan; (c) decide
all questions  concerning  eligibility  for, and the amount of,  Awards  payable
under the Plan;  (d) construe any  ambiguous  provision of the Plan or any Award
Agreement;  (e)  prescribe  the form of the Award  Agreements  embodying  Awards
granted under the Plan; (f) correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award Agreement;  (g) issue  administrative
guidelines as an aid to administer the Plan and make changes in such  guidelines
as it from time to time deems proper;  (h) make regulations for carrying out the
Plan and make changes in such  regulations as it from time to time deems proper;
(i) determine  whether  Awards should be granted  singly,  in  combination or in
tandem; (j) to the extent permitted under the Plan, grant waivers of Plan terms,
conditions,  restrictions and limitations;  (k) accelerate the exercise, vesting
or  payment  of an  Award  when  such  action  or  actions  would be in the best
interests of the Company; (1) subject to the last sentence of Section 7.2, grant
Awards in replacement of Awards  previously  granted under the Plan or any other
employee benefit plan of the Company;  and (m) take any and all other actions it
deems necessary or advisable for the proper operation or  administration  of the
Plan.

     3.3 Discretionary  Authority.  The Committee shall have full  discretionary
authority in all matters  related to the discharge of its  responsibilities  and
the exercise of its authority under the Plan, including, without limitation, its
construction of the terms of the Plan and its  determination  of eligibility for
participation  and Awards under the Plan. The decisions of the Committee and its
actions with respect to the Plan shall be final,  conclusive  and binding on all
persons  having or  claiming to have any right or interest in or under the Plan,
including  Participants and their respective  estates,  beneficiaries  and legal
representatives.

     3.4 Action by the  Committee.  The  Committee may act only by a majority of
its members.  Any determination of the Committee may be made, without a meeting,
by a writing  or  writings  signed by all of the  members of the  Committee.  In
addition,  the Committee may authorize any one or more of its members to execute
and deliver documents on behalf of the Committee.

     3.5 Delegation of Authority. Notwithstanding anything contained in the Plan
to the contrary,  the Committee may, in its discretion,  delegate some or all of
its authority under the Plan to any person or persons;  provided,  however, that
any such  delegation  shall be in writing;  and  provided  further that only the
Committee may select and grant Awards to Employees who are subject to Section 16
of the Exchange Act or who are "covered employees" within the meaning of Section
162(m) of the Code.

     3.6 Board Authority.  Notwithstanding the authority hereby delegated to the
Committee  to  administer  the Plan,  the Board  shall  have sole and  exclusive
authority,  subject to the express  provisions  of the Plan,  to grant Awards to
Outside   Directors  under  the  Plan,  to  determine  the  terms,   conditions,
restrictions and/or limitations  applicable to such Awards and to make all other
determinations  and  take  any and all  other  actions  it  deems  necessary  or
advisable with respect to such Awards.  The Board shall have no authority  under
the Plan to select and grant Awards to Employees,  and such  authority is vested
exclusively in the Committee.

     3.7 Liability; Indemnification. No member of the Committee or the Board nor
any person to whom  authority  has been  delegated  by the  Committee,  shall be
personally liable for any action,  interpretation or determination  made in good
faith with respect to the Plan or Awards granted  hereunder,  and each member of
the  Committee  and the Board shall be fully  indemnified  and protected by Oryx
with  respect  to any  liability  he or she may incur  with  respect to any such
action,  interpretation or determination,  to the extent permitted by applicable
law and to the extent provided in the Certificate of Incorporation and Bylaws of
Oryx,  as amended  from time to time,  or under any  agreement  between any such
member and Oryx.


Article 4. Eligibility
----------------------

     All Employees  and Outside  Directors  are eligible to  participate  in the
Plan. The Committee  shall select,  from time to time,  Participants  from those
Employees,  and the Board shall  select,  from time to time,  Participants  from
those Outside Directors,  who, in the opinion of the Committee or the Board, can
further the Plan's  purposes.  In making this  selection,  the Committee and the
Board  may give  consideration  to the  functions  and  responsibilities  of the
Participant,  his or her past, present and potential contributions to the growth
and  success  of the  Company  and such other  factors  deemed  relevant  by the
Committee or the Board. Once a Participant is so selected,  the Committee or the
Board  shall  determine  the  type  and  size  of  Award  to be  granted  to the
Participant  and shall  establish  in the  related  Award  Agreement  the terms,
conditions, restrictions and/or limitations applicable to the Award, in addition
to those set forth in the Plan and the administrative rules and regulations,  if
any,  established by the Committee.  No Employee is entitled to receive an Award
unless selected by the Committee, and no Outside Director is entitled to receive
an Award unless selected by the Board.


Article 5. Form of Awards
-------------------------

     Awards may, at the Committee's or the Board's sole  discretion,  be granted
under the Plan in the form of Options  pursuant  to Article  7,  Limited  Rights
pursuant  to Article  8,  Restricted  Stock  pursuant  to  Article  9,  Dividend
Equivalents  pursuant to Article 10, Other Incentive  Awards pursuant to Article
11 or a  combination  thereof.  All  Awards  shall  be  subject  to  the  terms,
conditions, restrictions and limitations of the Plan. The Committee or the Board
may, in its sole  judgment,  subject any Award to such other terms,  conditions,
restrictions  and/or  limitations  (including,  but not limited to, the time and
conditions  of  exercise,  vesting or payment  of an Award and  restrictions  on
transferability of any shares of Common Stock issued or delivered pursuant to an
Award),  provided they are not inconsistent  with the terms of the Plan.  Awards
under a particular Article of the Plan need not be uniform, and Awards under two
or more Articles of the Plan may be combined into a single Award Agreement.  Any
combination  of Awards may be granted at one time and on more than one  occasion
to the same Participant.


Article 6. Shares Subject to the Plan
-------------------------------------

     6.1  Available  Shares.  The maximum  number of shares of Common Stock that
shall be  available  for  grant  of  Awards  under  the Plan  shall  not  exceed
5,000,000,  subject to adjustment as provided in Sections 6.2 and 6.3. Shares of
Common Stock issued  pursuant to the Plan may be shares of original  issuance or
treasury  shares  or a  combination  of  the  foregoing,  as the  Board,  in its
discretion, shall from time to time determine.

     6.2 Adjustments for Recapitalizations and Reorganizations.

          (a) The shares with respect to which  Awards may be granted  under the
     Plan are  shares of Common  Stock as  presently  constituted,  but if,  and
     whenever,  prior to the expiration or satisfaction of an Award  theretofore
     granted,  Oryx shall effect a  subdivision  or  consolidation  of shares of
     Common  Stock or the payment of a stock  dividend on Common  Stock  without
     receipt of consideration by Oryx, the number of shares of Common Stock with
     respect to which such Award may  thereafter be exercised or  satisfied,  as
     applicable,  (i) in the event of an increase  in the number of  outstanding
     shares shall be proportionately increased, and the exercise price per share
     shall be proportionately  reduced,  and (ii) in the event of a reduction in
     the number of outstanding shares shall be proportionately  reduced, and the
     exercise price per share shall be proportionately increased.

          (b) If Oryx  recapitalizes or otherwise changes its capital structure,
     thereafter upon any exercise or  satisfaction,  as applicable,  of an Award
     theretofore  granted the  Participant  shall be entitled to (or entitled to
     purchase,  if applicable) under such Award, in lieu of the number of shares
     of Common Stock then covered by such Award,  the number and class of shares
     of stock or other  securities  to which  the  Participant  would  have been
     entitled  pursuant  to the terms of the  recapitalization  if,  immediately
     prior to such  recapitalization,  the  Participant  had been the  holder of
     record of the number of shares of Common Stock then covered by such Award.

          (c) In the event of changes in the outstanding  Common Stock by reason
     of    recapitalizations,    reorganizations,    mergers,    consolidations,
     combinations,  separations  (including a spin-off or other  distribution of
     stock or property),  exchanges or other relevant changes in  capitalization
     occurring  after the date of grant of any Award and not otherwise  provided
     for by this Section 6.2, any  outstanding  Awards and any Award  Agreements
     evidencing  such Awards shall be subject to  adjustment by the Committee at
     its  discretion  as to the  number,  price  and  kind of  shares  or  other
     consideration  subject to, and other terms of, such Awards to reflect  such
     changes in the outstanding Common Stock.

          (d) In the  event  of any  changes  in the  outstanding  Common  Stock
     provided for in this Section 6.2, the aggregate  number of shares available
     for  grant  of  Awards  under  the Plan may be  equitably  adjusted  by the
     Committee, whose determination shall be conclusive. Any adjustment provided
     for in this  Section  6.2  shall be  subject  to any  required  stockholder
     action.

     6.3  Adjustments  for Awards.  The Committee  shall have full discretion to
determine  the manner in which  shares of Common  Stock  available  for grant of
Awards  under the Plan are  counted.  Without  limiting  the  discretion  of the
Committee under this Section 6.3, unless otherwise  determined by the Committee,
the  following  rules shall apply for the purpose of  determining  the number of
shares of Common Stock available for grant of Awards under the Plan:

          (a) Options and Restricted Stock. The grant of an Option or Restricted
     Stock shall reduce the number of shares available for grant of Awards under
     the Plan by the number of shares subject to such Award.

          (b) Limited  Rights.  The grant of Limited Rights shall not affect the
     number of shares available for grant of Awards under the Plan.

          (c) Dividend Equivalents.  The grant of Dividend Equivalents shall not
     affect the number of shares  available  for grant of Awards under the Plan,
     but such number of shares shall be reduced by any shares  issued in payment
     or settlement of Dividend Equivalents.

          (d) Other Incentive  Awards.  The grant of an Other Incentive Award in
     the form of  Common  Stock or that may be paid or  settled  only in  Common
     Stock shall reduce the number of shares available for grant of Awards under
     the Plan by the  number of shares  subject to such  Award.  The grant of an
     Other  Incentive  Award that may be paid or settled only for cash shall not
     affect the number of shares  available  for grant of Awards under the Plan.
     The grant of an Other Incentive Award that may be paid or settled in either
     Common Stock or cash shall reduce the number of shares  available for grant
     of Awards under the Plan by the number of shares subject to such Award.

          (e)  Termination.  If any Award  referred to in paragraphs (a) and (d)
     above (other than an Other Incentive Award that may be paid or settled only
     for cash) is canceled or forfeited,  or terminates,  expires or lapses, for
     any reason (other than the  termination  of a Related Option (as defined in
     Section 8.1) upon exercise of its corresponding Limited Rights), the shares
     then  subject to such Award  shall again be  available  for grant of Awards
     under the Plan.

          (f) Payment of Exercise  Price and  Withholding  Taxes.  If previously
     acquired  shares of Common Stock are used to pay the  exercise  price of an
     Award, or shares of Common Stock that would be acquired upon exercise of an
     Award are withheld to pay the exercise  price of such Award,  the number of
     shares  available  for grant of Awards under the Plan other than  Incentive
     Stock  Options  shall be  increased  by the number of shares  delivered  or
     withheld as payment of such exercise price.  If previously  acquired shares
     of Common Stock are used to pay  withholding  taxes payable upon  exercise,
     vesting  or payment  of an Award,  or shares of Common  Stock that would be
     acquired upon exercise,  vesting or payment of an Award are withheld to pay
     withholding taxes payable upon exercise,  vesting or payment of such Award,
     the  number of shares  available  for grant of Awards  under the Plan other
     than  Incentive  Stock  Options  shall be increased by the number of shares
     delivered or withheld as payment of such withholding taxes.


Article 7. Options
------------------

     7.1 General.  Awards may be granted to Employees  and Outside  Directors in
the  form  of  Options.   These  Options  may  be  Incentive  Stock  Options  or
Nonqualified Stock Options, or a combination of both;  provided,  however,  that
(i) no Incentive  Stock  Options  shall be granted  later than 10 years from the
date of  adoption  of the Plan by the  Board and (ii)  only  Employees  shall be
eligible to receive Incentive Stock Options.

     7.2 Terms and  Conditions  of Options.  An Option shall be  exercisable  in
whole or in such  installments  and at such  times as may be  determined  by the
Committee  or the  Board.  The  price at which a share of  Common  Stock  may be
purchased upon exercise of an Option shall be determined by the Committee or the
Board,  but such  exercise  price shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the  Effective  Date of the Option's  grant.
The term of each Option  shall be as  specified  by the  Committee or the Board,
provided,  however,  that,  unless otherwise  designated by the Committee or the
Board,  no Options shall be  exercisable  later than 10 years from the Effective
Date of the Option's grant. Options shall not be repriced,  i.e., there shall be
no grant of an  Option  to a  Participant  in  exchange  for such  Participant's
agreement to cancellation  of a  higher-priced  stock option that was previously
granted to such Participant.

     7.3  Restrictions  Relating to Incentive Stock Options.  Options granted in
the form of Incentive  Stock Options shall,  in addition to being subject to the
terms and  conditions  of Section 7.2,  comply with Section  422(b) of the Code.
Accordingly,  to the extent that the aggregate Fair Market Value  (determined at
the time the respective  Incentive Stock Option is granted) of Common Stock with
respect to which  Incentive  Stock Options are exercisable for the first time by
an individual during any calendar year under all incentive stock option plans of
Oryx and its parent corporation and Subsidiaries  exceeds $100,000,  such excess
Incentive  Stock  Options  shall be treated as options  which do not  constitute
Incentive  Stock Options.  The Committee  shall  determine,  in accordance  with
applicable  provisions  of the  Code,  which of an  optionee's  Incentive  Stock
Options will not constitute  Incentive  Stock Options because of such limitation
and shall notify the optionee of such determination as soon as practicable after
such  determination.  No Incentive  Stock Option shall be granted to an Employee
under the Plan if, at the time such Option is granted,  such Employee owns stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of Oryx or its parent  corporation or a Subsidiary,  within the meaning of
Section 422(b)(6) of the Code, unless (a) on the Effective Date of grant of such
Option,  the  exercise  price of such Option is at least 110% of the Fair Market
Value of the Common Stock subject to the Option and (b) such Option by its terms
is not exercisable after the expiration of five years from the Effective Date of
the Option's grant.

     7.4 Additional Terms and Conditions. The Committee or the Board may subject
any Award of an Option to such  other  terms,  conditions,  restrictions  and/or
limitations as it determines are necessary or appropriate, provided they are not
inconsistent with the Plan.

     7.5 Exercise of Options.  Subject to the terms and  conditions of the Plan,
Options  shall be exercised  by the delivery of a written  notice of exercise to
Oryx,  setting  forth the number of shares of Common Stock with respect to which
the Option is to be exercised, accompanied by full payment for such shares.

     Upon  exercise  of an Option,  the  exercise  price of the Option  shall be
payable to Oryx in full either:  (a) in cash or an equivalent  acceptable to the
Committee or (b) in accordance  with any  applicable  administrative  guidelines
established   by   the   Committee,   by   (i)'tendering   previously   acquired
nonforfeitable,  unrestricted  shares of Common Stock  having an aggregate  Fair
Market  Value  at the  time  of  exercise  equal  to the  total  exercise  price
(including  an actual or deemed  multiple  series of exchanges of such  shares),
(ii) with respect to Nonqualified  Stock Options only,  withholding shares which
otherwise would be acquired on exercise having an aggregate Fair Market Value at
the time of exercise equal to the total exercise price or (iii) a combination of
the forms of payment specified in clauses (a), (b)(i) or (b)(ii) above.

     In addition,  any grant of a  Nonqualified  Stock Option under the Plan may
provide that payment of the exercise price of the Nonqualified  Stock Option may
also be made in whole or in part in the form of  shares of  Restricted  Stock or
other  shares  of  Common  Stock  that  are  subject  to risk of  forfeiture  or
restrictions on transfer.  Unless  otherwise  determined by the Committee or the
Board at the  time of grant of such  Nonqualified  Stock  Option,  whenever  the
exercise price of such Nonqualified  Stock Option is paid in whole or in part by
means  of the  form of  consideration  specified  in the  immediately  preceding
sentence,  the  shares of Common  Stock  received  by the  Participant  upon the
exercise  of such  Option  shall be subject to the same risk of  forfeiture  and
restrictions on transfer as those that applied to the consideration  surrendered
by the Participant. However, the risk of forfeiture and restrictions on transfer
shall  apply only to the same number of shares of Common  Stock  received by the
Participant  upon exercise as applied to the  forfeitable  or restricted  Common
Stock surrendered by the Participant in payment of the exercise price.

     Payment  of the  exercise  price of an  Option  may  also be  made,  in the
discretion of the Committee,  by delivery to Oryx or its designated  agent of an
executed irrevocable option exercise form together with irrevocable instructions
to a  broker-dealer  to sell or margin a  sufficient  portion of the shares with
respect to which the Option is  exercised  and  deliver  the sale or margin loan
proceeds  directly  to  Oryx  to pay for the  exercise  price  and any  required
withholding taxes.

     As soon as reasonably  practicable after receipt of written notification of
exercise of an Option and full  payment of the  exercise  price and any required
withholding  taxes, Oryx shall deliver to the Participant,  in the Participant's
name, a stock  certificate or certificates  in an appropriate  amount based upon
the number of shares of Common Stock purchased under the Option.

     7.6 Termination of Service.  Each Award Agreement embodying the Award of an
Option shall set forth the extent to which the Participant  shall have the right
to exercise the Option following termination of the Participant's  employment or
service  with the  Company.  Such  provisions  shall be  determined  in the sole
discretion of the Committee or the Board,  need not be uniform among all Options
granted  under the Plan and may  reflect  distinctions  based on the reasons for
termination of employment or service.  Subject to Section 6.2,  Section 14.2 and
Article 12, in the event that an Employee's Award Agreement  embodying the Award
of an Option  does not set forth  such  termination  provisions,  the  following
termination provisions shall apply with respect to such Award:

          (a)  Death,   Disability  or  Retirement.   If  the  employment  of  a
     Participant  shall terminate by reason of death,  Disability or Retirement,
     all outstanding  Options held by the Participant  shall immediately vest as
     of the date of termination  of employment and may be exercised,  if at all,
     no more than three years from the date of termination of employment, unless
     the Options, by their terms, expire earlier;  provided that (i) in the case
     of Retirement,  to the extent  Incentive Stock Options are exercised by the
     Participant  more  than  three  months  from  the  date of  termination  of
     employment,  such  Options  will no longer  qualify  for the tax  treatment
     specified  in  Section  421(a)  of  the  Code,  and  (ii)  in the  case  of
     Disability,  if the  Disability  does not fall  within  the  definition  of
     "disability"  set forth in Section  22(e)(3) of the Code,  Incentive  Stock
     Options  exercised by the Participant  more than three months from the date
     of termination  of employment  will no longer qualify for the tax treatment
     specified in Section 421(a) of the Code.

          (b)  Other  Termination.  If the  employment  of a  Participant  shall
     terminate  for any reason other than the reasons set forth in paragraph (a)
     above, whether on a voluntary or involuntary basis, all outstanding Options
     held by the Participant  shall  immediately be forfeited to the Company and
     no additional  exercise  period shall be allowed,  regardless of the vested
     status of the Options.

     7.7 Maximum Option Grants.  Notwithstanding  any provision contained in the
Plan to the  contrary,  the maximum  number of shares of Common  Stock for which
Options and  Limited  Rights may be granted  under the Plan to any one  Employee
during a calendar year is 500,000.

     7.8  Options in  Substitution  for Options  Granted by Other  Corporations.
Options  may be  granted  under the Plan from time to time in  substitution  for
stock options held by employees of corporations who become,  or who became prior
to the  effective  date of the  Plan,  Employees  as a  result  of a  merger  or
consolidation  of the employing  corporation  with Oryx or a Subsidiary,  or the
acquisition  by Oryx or a  Subsidiary  of all or a portion  of the assets of the
employing  corporation,  or the  acquisition by Oryx or a Subsidiary of stock of
the  employing  corporation,  with the result  that such  employing  corporation
becomes a Subsidiary.


Article 8. Limited Rights
-------------------------

     8.1  General.  Limited  Rights  may  be  granted  under  the  Plan  to  any
Participant  who is granted an Option under the Plan (a "Related  Option")  with
respect to all or a portion of the shares of Common Stock subject to the Related
Option.  The  Committee or the Board may grant  Limited  Rights to a Participant
only at the time of grant of the Related  Option to the  Participant.  A Limited
Right may be exercised only during the period  beginning on the date of a Change
in  Control  (as  defined  in Section  2.8) and  ending on (but  including)  the
thirtieth day following such date. Each Limited Right shall be exercisable  only
to the same extent that the Related Option is exercisable, and in no event after
the termination of the Related Option. Limited Rights related to Incentive Stock
Options shall be exercisable  only when the Fair Market Value  (determined as of
the date of exercise of the Limited  Rights) of each share of Common  Stock with
respect  to which the  Limited  Rights  are to be  exercised  shall  exceed  the
exercise price per share of Common Stock subject to the related  Incentive Stock
Option.

     8.2  Termination.  Upon the exercise of Limited Rights,  the Related Option
shall be deemed to have been terminated to the extent of the number of shares of
Common Stock with respect to which such Limited Rights are  exercised.  Upon the
exercise or termination of the Related  Option,  the Limited Rights with respect
to such Related Option shall be deemed to have been  terminated to the extent of
the number of shares of Common  Stock with  respect to which the Related  Option
was so exercised or terminated.

     8.3  Payment.   (a)  Upon  the  exercise  of  Limited   Rights  related  to
Nonqualified  Stock  Options,  the holder thereof shall receive from Oryx or the
appropriate  Subsidiary  in cash an  amount  equal to the  product  computed  by
multiplying  (i) the excess of (A) the higher of (x) the Minimum Price Per Share
(as hereinafter  defined) or (y) the highest  reported  closing sales price of a
share of Common  Stock on the New York  Stock  Exchange  at any time  during the
period  beginning  on the  sixtieth  day prior to the date on which such Limited
Rights are  exercised  and ending on the date on which such  Limited  Rights are
exercised,  over (B) the exercise price per share of Common Stock subject to the
related  Nonqualified  Stock  Option,  times (ii) the number of shares of Common
Stock with respect to which such Limited Rights are being exercised.

     (b) Upon the exercise of Limited Rights related to Incentive Stock Options,
the holder thereof shall receive from Oryx or the appropriate Subsidiary in cash
an amount equal to the product computed by multiplying (i) the excess of (A) the
Fair  Market  Value of a share of Common  Stock on the date of  exercise  of the
Limited  Rights over (B) the exercise price per share of Common Stock subject to
the related  Incentive  Stock  Option  times (ii) the number of shares of Common
Stock with respect to which such Limited Rights are being exercised.

     8.4  Minimum  Price Per Share.  For  purposes  of this  Article 8, the term
"Minimum  Price Per Share" shall mean the highest gross price (before  brokerage
commissions  and  soliciting  dealers'  fees)  paid or to be paid for a share of
Common  Stock  (whether  by  way  of  exchange,  conversion,  distribution  upon
liquidation  or  otherwise)  in any Change in Control  which is in effect at any
time during the period  beginning on the sixtieth day prior to the date on which
such Limited  Rights are  exercised and ending on the date on which such Limited
Rights are exercised. For purposes of this definition, if the consideration paid
or to be paid in any such Change in Control shall consist,  in whole or in part,
of  consideration  other than cash, the Board shall take such action,  as in its
judgment  it  deems   appropriate,   to   establish   the  cash  value  of  such
consideration.


Article 9. Restricted Stock
---------------------------

     9.1 General.  Awards may be granted to Employees  and Outside  Directors in
the form of Restricted Stock.  Restricted Stock shall be awarded in such numbers
and at such times as the Committee or the Board shall determine.

     9.2  Restriction  Period.  At the  time an  Award  of  Restricted  Stock is
granted,  the  Committee  or the  Board  shall  establish  a period of time (the
"Restriction  Period")  applicable  to such  Restricted  Stock.  Each  Award  of
Restricted Stock may have a different  Restriction  Period, in the discretion of
the Committee or the Board.  The Restriction  Period  applicable to a particular
Award of  Restricted  Stock shall not be changed  except as permitted by Section
6.2, Section 9.3 or Article 12.

     9.3 Other Terms and Conditions.  Restricted  Stock awarded to a Participant
under the Plan shall be  represented  by a stock  certificate  registered in the
name of the  Participant  or, at the option of Oryx, in the name of a nominee of
Oryx. Subject to the terms and conditions of the Award Agreement,  a Participant
to whom  Restricted  Stock has been  awarded  shall  have the  right to  receive
dividends  thereon during the Restriction  Period,  to vote the Restricted Stock
and to enjoy all other stockholder rights with respect thereto,  except that (a)
the  Participant  shall not be entitled to possession  of the stock  certificate
representing  the  Restricted  Stock  until the  Restriction  Period  shall have
expired,  (b) Oryx shall  retain  custody  of the  Restricted  Stock  during the
Restriction  Period,  (c)  the  Participant  may  not  sell,  transfer,  pledge,
exchange,'  hypothecate or otherwise  dispose of the Restricted Stock during the
Restriction  Period and (d) a breach of the terms and conditions  established by
the Committee or the Board pursuant to the Award of the  Restricted  Stock shall
cause  a  forfeiture  of the  Restricted  Stock.  At the  time  of an  Award  of
Restricted  Stock,  the  Committee  or the Board  may,  in its sole  discretion,
prescribe   additional  terms,   conditions,   restrictions  and/or  limitations
applicable  to the  Restricted  Stock,  including,  but not  limited  to,  rules
pertaining to the  termination  of employment or service (by death,  Disability,
Retirement or otherwise) of a Participant prior to expiration of the Restriction
Period.

     9.4 Payment for Restricted  Stock.  A Participant  shall not be required to
make any payment for Restricted Stock awarded to the Participant,  except to the
extent otherwise required by the Committee or the Board or by applicable law.

     9.5 Miscellaneous. Nothing in this Article 9 shall prohibit the exchange of
shares  of  Restricted  Stock  issued  under  the  Plan  pursuant  to a plan  of
reorganization for stock or securities of Oryx or another corporation a party to
the  reorganization,  but the stock or  securities  so  received  for  shares of
Restricted Stock shall,  except as provided in Section 6.2 or Article 12, become
subject to the  restrictions  applicable to the Award of such Restricted  Stock.
Any shares of stock received as a result of a stock split or stock dividend with
respect  to  shares  of  Restricted  Stock  shall  also  become  subject  to the
restrictions applicable to the Award of such Restricted Stock.


Article 10. Dividend Equivalents
--------------------------------

     Dividend Equivalents may be granted under the Plan to Employees and Outside
Directors,  either as a  component  of  another  Award or as a  separate  Award,
subject  to such  terms,  conditions,  restrictions  and/or  limitations  as the
Committee  or the Board may  establish.  In general,  and subject to such terms,
conditions,  restrictions  and/or limitations as. the Committee or the Board may
establish,  an Award of Dividend Equivalents shall confer upon the Participant a
right to receive, in the event of a cash or stock dividend or other distribution
paid or made on the  outstanding  shares of Common Stock, an amount equal to the
dividend or other  distribution that would have been received by the Participant
had the shares of Common Stock covered by the Award been issued and  outstanding
on the record date established for such dividend or other distribution. Dividend
Equivalents  may be  paid  currently  or  may  be  deemed  to be  reinvested  in
additional  shares of Common  Stock  (which  may  thereafter  accrue  additional
Dividend  Equivalents).  Any such reinvestment shall be at the Fair Market Value
of the Common Stock at the time  thereof.  Dividend  Equivalents  may be paid in
cash, shares of Common Stock,  other Awards or other property,  or a combination
thereof,  in a single payment or in  installments,  and at such time or times as
the Committee or the Board shall determine.  Dividend  Equivalents  granted as a
component of another Award may provide that such Dividend  Equivalents  shall be
paid upon exercise,  payment or settlement of or lapse of  restrictions  on such
other Award,  and that such  Dividend  Equivalents  shall expire or be forfeited
under the same conditions as such other Award. Dividend Equivalents granted as a
component of another Award may also contain terms and conditions  different from
such other Award.


Article 11. Other Incentive Awards
----------------------------------

     Other  Incentive  Awards may be  granted  under the Plan to  Employees  and
Outside Directors based upon, payable in or otherwise related to, in whole or in
part,  shares  of  Common  Stock  if the  Committee  or the  Board,  in its sole
discretion,  determines that such Other Incentive Awards are consistent with the
purposes of the Plan.  Subject to the terms and  provisions  of the Plan,  Other
Incentive  Awards may be granted to  Employees  and  Outside  Directors  in such
amount,  upon  such  terms  and at any time  and  from  time to time as shall be
determined by the Committee or the Board. Each grant of an Other Incentive Award
shall be evidenced by an Award  Agreement  that shall  specify the amount of the
Other Incentive Award and the terms, conditions, restrictions and/or limitations
applicable  to such Award.  Payment of Other  Incentive  Awards shall be made at
such times and in such form, which may be cash,  shares of Common Stock or other
property (or a  combination  thereof),  as  established  by the Committee or the
Board, subject to the terms of the Plan.


Article 12. Corporate Change
----------------------------

     Notwithstanding  anything  contained  in the Plan to the  contrary,  in the
event of a Corporate  Change,  unless  otherwise  provided in the related  Award
Agreement:  (a) each Option then outstanding  shall become  exercisable in full;
(b) all restrictions (other than restrictions  imposed by law) and conditions of
all Restricted  Stock,  Dividend  Equivalents  and Other  Incentive  Awards then
outstanding shall be deemed satisfied; and (c) all other criteria and objectives
the attainment of which are a  pre-condition  to exercise,  vesting,  payment or
settlement  of  all  Dividend   Equivalents  and  Other  Incentive  Awards  then
outstanding shall be deemed fully satisfied at the maximum criteria levels.


Article 13. Amendment and Termination
-------------------------------------

     The Board may at any time suspend,  terminate, amend or modify the Plan, in
whole or in part;  provided,  however,  that no amendment or modification of the
Plan  shall  become  effective   without  the  approval  of  such  amendment  or
modification  by the  stockholders  of Oryx if Oryx,  on the advice of  counsel,
determines  that such  stockholder  approval is  necessary  or  desirable.  Upon
termination   of  the  Plan,  the  terms  and  provisions  of  the  Plan  shall,
notwithstanding  such termination,  continue to apply to Awards granted prior to
such termination. No suspension,  termination,  amendment or modification of the
Plan shall  adversely  affect in any material way any Award  previously  granted
under the Plan,  without  the  consent  of the  Participant  holding  such Award
(except that such  consent  shall not be required in the case of an amendment or
modification  required  following a change in law or  interpretation  thereof to
cause  Options  and  Limited  Rights  under the Plan to  continue  to qualify as
"performance-based  compensation"  within the  meaning of Section  162(m) of the
Code).


Article 14. Miscellaneous
-------------------------

     14.1 Award  Agreements.  After the  Committee  or the Board grants an Award
under the Plan to a Participant,  Oryx and the  Participant  shall enter into an
Award  Agreement  setting  forth  the  terms,  conditions,  restrictions  and/or
limitations  applicable  to the Award and such other matters as the Committee or
the Board may  determine  to be  appropriate.  The terms and  provisions  of the
respective Award Agreements need not be identical.  In the event of any conflict
between an Award Agreement and the Plan, the terms of the Plan shall govern.

     14.2 Noncompetition.  Notwithstanding anything contained in the Plan to the
contrary,  prior to a Change in Control, in the event the Committee or the Board
determines,  in its sole  discretion,  that a  Participant  is  engaging  or has
engaged,  directly  or  indirectly,  in  any  manner  or  capacity,  whether  as
principal, agent, partner, director, officer, employee, consultant,  stockholder
or otherwise,  in any Competitive Activity (as hereinafter defined),  during the
term of his or her  employment or service with the Company or at any time during
the  three-year  period  following the  termination  of his or her employment or
service, the Committee or the Board may cancel, in whole or in part, any and all
Awards  granted  to  such  Participant  under  the  Plan,  whether  or not  then
exercisable  (other  than shares of  Restricted  Stock that have  vested).  For.
purposes  of  this  Section  14.2,   "Competitive   Activity"   shall  mean  the
exploration,  development  or production  of oil or gas, or  activities  related
thereto, in the same geographical market where substantially  similar activities
are being carried on,  directly or indirectly,  by Oryx or any  Subsidiary.  The
determination of whether a Participant is engaging or has engaged in Competitive
Activity  with the Company  shall be made by the  Committee or the Board in good
faith and in its sole discretion.

     14.3  Nonassignability.  Except as  otherwise  provided in a  Participant's
Award  Agreement,  no Award  granted  under  the Plan may be sold,  transferred,
pledged, exchanged, hypothecated or otherwise disposed of, other than by will or
pursuant to the applicable laws of descent and  distribution.  Further,  no such
Award  shall be  subject  to  execution,  attachment  or  similar  process.  Any
attempted sale, transfer,  pledge, exchange,  hypothecation or other disposition
of an Award not specifically  permitted by the Plan or the Award Agreement shall
be null and void and without effect.  All Awards granted to a Participant  under
the  Plan  shall  be  exercisable  during  his  or her  lifetime  only  by  such
Participant or, in the event of the Participant's  legal  incapacity,  by his or
her guardian or legal representative.

     14.4 No Fractional  Shares.  No fractional  shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award granted hereunder,  and no
payment or other  adjustment  shall be made in  respect  of any such  fractional
share.

     14.5  Withholding  Taxes.  The Company shall be entitled to deduct from any
payment made under the Plan,  regardless of the form of such payment, the amount
of all  applicable  income and  employment  taxes required by law to be withheld
with respect to such payment,  may require the Participant to pay to the Company
such withholding  taxes prior to and as a condition of the making of any payment
or the  issuance or  delivery  of any shares of Common  Stock under the Plan and
shall  be  entitled  to  deduct  from  any  other  compensation  payable  to the
Participant any withholding  obligations  with respect to Awards under the Plan.
In accordance with any applicable administrative guidelines it establishes,  the
Committee may allow a Participant  to pay the amount of taxes required by law to
be withheld from or with respect to an Award by (a) withholding shares of Common
Stock  from any  payment  of Common  Stock due as a result of such  Award or (b)
permitting the Participant to deliver to the Company previously  acquired shares
of Common Stock,  in each case having a Fair Market Value equal to the amount of
such required withholding taxes.

     14.6 Regulatory Approvals and Listings.  Notwithstanding anything contained
in the Plan to the  contrary,  Oryx shall have no obligation to issue or deliver
shares of Common Stock under the Plan prior to (a) the obtaining of any approval
from any governmental agency which Oryx shall, in its sole discretion, determine
to be necessary or advisable, (b) the admission of such shares to listing on the
stock  exchange or stock  market on which the Common Stock may be listed and (c)
the completion of any  registration or other  qualification of such shares under
any Federal or state law or ruling of any governmental body which Oryx shall, in
its sole discretion, determine to be.necessary or advisable.

     14.7 No Right to Continued Employment or Grants.  Participation in the Plan
shall not give any  Employee  any  right to remain in the  employ of Oryx or any
Subsidiary,  and Oryx and its  Subsidiaries  reserve the right to terminate  the
employment of any Employee at any time. Further, participation in the Plan shall
not give any Outside  Director any right to continue as a director of Oryx.  The
adoption of the Plan shall not be deemed to give any Employee,  Outside Director
or other  individual  any right to be selected as a Participant or to be granted
an Award.

     14.8  Binding  Effect.  The  obligations  of Oryx  under the Plan  shall be
binding  upon any  successor  corporation  or  organization  resulting  from the
merger,  consolidation  or other  reorganization  of Oryx, or upon any successor
corporation or organization succeeding to all or substantially all of the assets
and business of Oryx. The terms and conditions of the Plan shall be binding upon
each  Participant  and  his or  her  heirs,  legatees,  distributees  and  legal
representatives.

     14.9  Severability.  If any provision of the Plan or any Award Agreement is
held to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining  provisions of the Plan or such agreement,  as the case
may be,  but  such  provision  shall  be  fully  severable  and the Plan or such
agreement, as the case may be, shall be construed and enforced as if the illegal
or invalid provision had never been included herein or therein.

     14.10 No Restriction  of Corporate  Action.  Nothing  contained in the Plan
shall be construed to prevent Oryx or any  Subsidiary  from taking any corporate
action  (including any corporate action to suspend,  terminate,  amend or modify
the Plan) that is deemed by Oryx or such  Subsidiary to be appropriate or in its
best  interest,  whether or not such action would have an adverse  effect on the
Plan or any Awards made or to be made under the Plan.  No  Participant  or other
person shall have any claim  against Oryx or any  Subsidiary as a result of such
action.

     14.11 Notices.  All notices required or permitted to be given or made under
the Plan or any Award  Agreement shall be in writing and shall be deemed to have
been duly given or made if (a) delivered  personally,  (b)  transmitted by first
class  registered  or certified  United  States mail,  postage  prepaid,  return
receipt requested,  (c) sent by prepaid overnight courier service or (d) sent by
telecopy or facsimile transmission,  answer back requested, to the person who is
to receive it at the  address  that such  person has  theretofore  specified  by
written notice delivered in accordance herewith. Such notices shall be effective
(a) if delivered  personally or sent by courier service,  upon actual receipt by
the  intended  recipient,  (b) if  mailed,  upon the  earlier of five days after
deposit  in the mail or the date of  delivery  as  shown by the  return  receipt
therefor or (c) if sent by telecopy or facsimile  transmission,  when the answer
back is received. Oryx or a Participant may change, at any time and from time to
time, by written  notice to the other,  the address that it or such  Participant
had theretofore  specified for receiving notices.  Until such address is changed
in accordance  herewith,  notices hereunder or under an Award Agreement shall be
delivered or sent (a) to a Participant at his or her address as set forth in the
records of the Company or (b) to Oryx at the principal executive offices of Oryx
clearly marked "Attention: LTIP Administration".

     14.12  Governing  Law.  The Plan  shall be  governed  by and  construed  in
accordance  with the  laws of the  State  of  Texas,  except  as  superseded  by
applicable Federal law.

     14.13 No Right,  Title or Interest in Company Assets.  No Participant shall
have any rights as a  stockholder  of Oryx as a result of  participation  in the
Plan until the date of issuance of a stock  certificate  in his or her name and,
in the case of Restricted Stock, unless and until such rights are granted to the
Participant under the Plan. To the extent any person acquires a right to receive
payments from the Company  under the Plan,  such rights shall be no greater than
the rights of an unsecured  creditor of the  Company,  and such person shall not
have any rights in or against any  specific  assets of the  Company.  All of the
Awards granted under the Plan shall be unfunded.

     14.14  Risk of  Participation.  Nothing  contained  in the  Plan  shall  be
construed either as a guarantee by Oryx or its Subsidiaries, or their respective
stockholders,  directors,  officers or employees,  of the value of any assets of
the Plan or as an agreement  by Oryx or its  Subsidiaries,  or their  respective
stockholders,  directors,  officers or  employees,  to indemnify  anyone for any
losses, damages, costs or expenses resulting from participation in the Plan.

     14.15 No Guarantee of Tax  Consequences.  No person connected with the Plan
in any capacity,  including,  but not limited to, Oryx and the  Subsidiaries and
their  respective  directors,   officers,  agents  and  employees,.   makes  any
representation,  commitment or guarantee that any tax treatment,  including, but
not limited to, Federal,  state and local income, estate and gift tax treatment,
will be applicable with respect to any Awards or payments  thereunder made to or
for the benefit of a Participant  under the Plan or that such tax treatment will
apply to or be available to a  Participant  on account of  participation  in the
Plan.

     14.16 Other  Benefits.  No Award granted under the Plan shall be considered
compensation  for  purposes of  computing  benefits or  contributions  under any
retirement  plan  of  Oryx  or  any  Subsidiary,  nor  affect  any  benefits  or
compensation  under  any  other  benefit  or  compensation  plan  of Oryx or any
Subsidiary now or subsequently in effect.

     14.17  Predecessor  Plan. Upon approval of the Plan by the  stockholders of
Oryx at the 1997 Annual  Meeting of  Stockholders,  no further  awards  shall be
granted  under  the Oryx  Energy  Company  1992  Long-Term  Incentive  Plan (the
"Predecessor Plan"),  except to the extent required pursuant to the terms of any
awards  outstanding  under the Predecessor Plan on the date of such approval and
except for any grants of restricted  stock  authorized prior to the date of such
approval by the committee administering the Predecessor Plan; provided, however,
that nothing in this Section 14.17 shall prevent the committee administering the
Predecessor  Plan from taking any action  permitted  under  Article  XIII of the
Predecessor Plan.

     14.18 Miscellaneous. Headings are given to the articles and sections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way  material or relevant to the  construction  of the Plan or any
provisions hereof. The use of the masculine gender shall also include within its
meaning the feminine.  Wherever the context of the Plan dictates, the use of the
singular shall also include within its meaning the plural, and vice versa.