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                                                                    EXHIBIT 10.1

                       UNION PACIFIC RESOURCES GROUP INC.
                           DEFERRED COMPENSATION PLAN
                           FOR THE BOARD OF DIRECTORS
                              AMENDED AND RESTATED
                           EFFECTIVE SEPTEMBER 5, 1997


1.       PURPOSE

         The purpose of this Plan is to provide a means for deferring payment of
         all or a portion of any compensation, excluding expenses, payable to
         Directors for their service on the Board of Directors (the "Board") of
         Union Pacific Resources Group Inc. (the "Company") in accordance with
         the ByLaws of the Company. Such compensation eligible to be deferred is
         referred to herein as "Compensation". This Plan shall also permit
         Directors to defer gains attributable to the exercise of non-qualified
         stock options which may be granted to them by the Company ("Stock
         Option Gains").

2.       ELIGIBILITY

         Any individual serving as a member of the Board as of the effective
         date of this Plan or who subsequently becomes a member is eligible
         under this Plan, provided that no member who is an employee of the
         Company or any of its subsidiaries shall be eligible under this Plan.

3.       PRIOR PLAN

         Any person who terminated service as a Director prior to the effective
         date of this Plan and who participated in and is entitled to benefits
         under the Union Pacific Resources Group Inc. Stock Unit Grant and
         Deferred Compensation Plan for the Board of Directors, effective
         September 28, 1995 (the "Prior Plan") shall continue to have such
         rights and be subject to such restrictions as would pertain to him or
         her under the Prior Plan. Any person who is a Director on the effective
         date of this Plan and who participated in and is entitled to benefits
         under the Prior Plan shall now have such rights and be subject to such
         restrictions as would pertain to him or her under this Plan; provided,
         however, that under no circumstances shall any benefits or rights under
         the Prior Plan be diminished or impaired by this Plan.

4        ELECTION

         Election to defer Compensation is to be made on or before December 31
         of any year for Compensation for services as a member of the Board for
         the following and later calendar years.

         Election to defer is a continuing election until changed by the
         Director on or before December 31 of any year for the then following
         and later calendar years. However, once an election is made (and
         effective), subsequent elections will have no effect on the amounts,
         timing and manner of payment covered by the previous election.

         Any newly elected Director who was not a Director on the preceding
         December 31 may elect, before his or her term begins, to defer
         Compensation for services as a member of the Board for the balance of
         the calendar year in which such election is made.

         Any Director who has not previously made a deferral election because
         such Director was not eligible to participate in this Plan, may elect,
         prior to the calendar quarter for which Compensation will

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         initially be paid, to defer Compensation for services as a member of
         the Board for the balance of the calendar year in which such election
         is made.

         The deferral of Stock Option Gains shall be subject to similar prior
         election procedures as determined by the Company.

         Forms shall be made available to Directors each year for the purpose of
         making or changing their election.

5.       AMOUNT

         All or any portion, in multiples of 10%, of a Director's Compensation
         may be deferred.

         Stock Option Gains may be deferred to the extent permitted by the
         Company.

6.       DEFERRED ACCOUNTS

         Each Director shall have a Stock Unit Account and a Fixed Income
         Account (together, the "Accounts"). Amounts deferred pursuant to
         paragraph 4 may be credited to either Account, at the election of the
         Director made at the time of the deferral election, in multiples of 10%
         of such Director's Compensation; provided, however, that deferred Stock
         Option Gains must be credited to the Stock Unit Account.

         (a)      STOCK UNIT ACCOUNT

                  (i)      Amounts deferred and credited to the Stock Unit
                           Account shall be converted into whole Stock Units on
                           the basis of the Fair Market Value of the Company's
                           Common Stock on the first business day of the month
                           following the quarter in which the Compensation was
                           earned, and cash shall be credited to the Stock Unit
                           Account in lieu of any fractional Stock Unit. "Fair
                           Market Value" on a date means the average of the high
                           and low trading prices per share on that date, as
                           reported in The Wall Street Journal listing of
                           consolidation trading for New York Stock Exchange
                           issues. Stock Option Gains shall be converted into
                           whole stock units under similar rules established by
                           the Company.

                  (ii)     On the payment date for each cash dividend or other
                           cash distribution with respect to the Company's
                           Common Stock, each Director's Stock Unit Account
                           shall be credited with an amount equal to the amount
                           of the per share dividend or distribution, multiplied
                           by the number of Stock Units in such Account, and, if
                           such Director is then serving as a member of the
                           Board, shall be converted into whole Stock Units on
                           the basis of the Fair Market Value of the Company's
                           Common Stock on the payment date for such dividend or
                           distribution, and cash shall be credited to the Stock
                           Unit Account in lieu of any fractional Stock Units.
                           If a Director is no longer serving as a member of the
                           Board on the payment date for such dividend or
                           distribution, the amount representing such dividend
                           or distribution shall be paid out of the Stock Unit
                           Account to such Director as soon as practicable after
                           the payment date for such dividend or distribution.
                           Except as provided in the preceding sentence, any
                           cash credited to a Director's Stock Unit Account
                           shall be added to other cash credited to such Account
                           and converted into a whole Stock Unit on the

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                           date sufficient cash exists to purchase a whole Stock
                           Unit, based on the Fair Market Value of the Company's
                           Common Stock on such date.

                  (iii)    In the event of a subdivision or combination of
                           shares of Company Stock, the number of Stock Units
                           credited to the Stock Unit Accounts on the effective
                           date of such subdivision or combination shall be
                           proportionately subdivided or combined as the case
                           may be. No adjustment shall be made in Stock Units in
                           connection with the issuance by the Company of any
                           rights or options to acquire additional shares of
                           Company Common Stock or securities convertible into
                           Company Common Stock. In the event of any stock
                           dividend or reclassification of Company Common Stock,
                           any merger or consolidation to which the Company is a
                           party, or any spinoff of shares or distribution of
                           property other than cash with respect to the Company
                           Common Stock, the Committee shall cause appropriate
                           adjustments, if any, to be made in the Stock Units to
                           reflect such stock dividend, reclassification, merger
                           or consolidation, spinoff or distribution of
                           property.

                  (iv)     The Company shall credit an additional 25 percent to
                           the Account of any Director who elects to have his or
                           her Compensation deferred and credited to the Stock
                           Unit Account. The Company's matching contribution
                           shall also be credited to the Stock Unit Account and
                           shall remain so credited until the Director
                           terminates service as a member of the Board for any
                           reason. The Company's matching contribution shall be
                           forfeited by the Director if he or she terminates
                           service (for reasons other than disability or death)
                           prior to the first anniversary of the date such
                           matching contribution is credited to his or her
                           Account. Notwithstanding the foregoing, a forfeiture
                           shall not be imposed if the Director's termination of
                           service occurs within two years of a change of
                           control of the Company or the Company determines that
                           it is in the best interests of the Company not to
                           impose the forfeiture. The Company's matching
                           contribution shall not be credited with respect to a
                           Director's deferral of Stock Option Gains.

         (b)      FIXED INCOME ACCOUNT. Amounts credited to the Fixed Income
                  Account shall earn interest compounded quarterly, from the
                  date the Compensation would otherwise have been paid until it
                  is actually paid in full. The rate of interest shall be set at
                  an annual rate equal to the average for the previous four
                  years of the interest rates for the months of December in each
                  such years on Moody's A Public Utility Bond Yields and Moody's
                  A Corporate Bond Yields.

7.       DISTRIBUTION

         All distributions from the Fixed Income Account shall be made in cash.
         All distributions from the Stock Unit Account shall be made in whole
         shares of the Company's common stock, except that any fractional share
         shall be paid in cash. The Director must elect, at the same time and on
         the same form provided to elect a deferral of Compensation or a Stock
         Option Gain, the timing and manner of payment of such Compensation or
         Stock Option Gain.

         -        TIMING OF PAYMENT: Distributions from the Accounts shall begin
                  following termination from the Board for any reason, provided
                  that in the case of distributions from the Fixed

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                  Income Account, the Director may elect that distributions
                  begin following retirement from the Director's principal
                  occupation.

         -        MANNER OF PAYMENT: The Director may elect to receive payment
                  from the Accounts in a lump sum or in a number of annual
                  installments of an aggregate amount of cash equal to the value
                  of the accounts maintained for the Director in the Accounts at
                  the Valuation Date next preceding the installment payment
                  divided by the remaining number of such annual installments.
                  The installments may be paid over a period of either 5 or 10
                  years.

         The lump sum or first installment is to be paid in January of the year
         following the year of termination or retirement, as elected by the
         Director, and any remaining installments in January of each succeeding
         year until the total balance is paid.

         Distributions from the Stock Unit Account in installments shall be
         based on equal numbers of Stock Units in each installment.

         In the event of the death of a Director then serving as a member of the
         Board or a terminated or retired Director entitled to a distribution
         under this Plan, the balance of the Accounts shall be payable to the
         estate or designated beneficiary in full during the January of the year
         following the year of such Director's, terminated Director's or retired
         Director's death.

         The Director may designate his or her beneficiary at the same time he
         or she elects deferral of Compensation or Stock Option Gain. However,
         the latest designated beneficiary will be the beneficiary or
         beneficiaries for the total of all distributions from the Accounts. The
         designated beneficiary may be changed at any time on a form provided by
         the Secretary of the Company, provided that no designation will be
         effective unless it is filed with the Secretary of the Company prior to
         the Director's death.

8.       UNFUNDED PLAN
         The liability of the Company to any Director, terminated Director,
         retired Director or his or her estate or designated beneficiary under
         the Plan shall be that of a debtor only pursuant to such contractual
         obligations as are created by the Plan, and no such obligation of the
         Company shall be deemed to be secured by any assets, pledges, or other
         encumbrances on any property of the Company.

9.       INALIENABILITY OF DEFERRED COMPENSATION
         Except to the extent of the rights of a designated beneficiary, no
         distribution pursuant to, or interest in, the Plan may be transferred,
         assigned, pledged or otherwise alienated and no such distribution or
         interest shall be subject to legal process or attachment for the
         payment of any claims against any individual entitled to receive the
         same.

10.      CONTROLLING STATE LAW
         All questions pertaining to the construction, regulation, validity and
         effect of the Plan shall be determined in accordance with the laws of
         the State of Texas.


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11.      AMENDMENT
         The Board of Directors of the Company in its sole discretion may amend,
         suspend or terminate the Plan at any time. However, any such amendment,
         suspension or termination of the Plan may not adversely affect any
         Director's or his or her beneficiary's rights with respect to
         Compensation previously deferred.

12.      ADMINISTRATION
         Administration of the Plan will be coordinated by the Finance
         Department of the Company. Administration will include, but not be
         limited to, crediting of deferred compensation, dividends and accrued
         interest to individual Director accounts and ultimate disbursement of
         deferred amounts.

13.      EFFECTIVE DATE
         This Plan shall become effective September 5, 1997, applicable only to
         compensation for services rendered on or after that date. This Plan
         shall supersede the plan that was effective June 1, 1997 (the "Prior
         Plan"), except that any deferrals made under the Prior Plan shall
         continue to be subject to the terms and conditions of the Prior Plan.

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