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                                                                    EXHIBIT 10.2
                       UNION PACIFIC RESOURCES GROUP INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                          (Effective September 5, 1997)

                                    ARTICLE I

                            Establishment of the Plan
                            -------------------------

         1.1. PURPOSE. The Union Pacific Resources Group Inc. (the "Company")
         hereby adopts the Union Pacific Resources Group Inc. Executive Deferred
         Compensation Plan (the "Plan") for the purpose of allowing selected
         executives of the Company and its subsidiaries to defer salary,
         executive incentive awards and certain items of long-term incentive
         compensation. The Company intends that the Plan shall at all times be
         maintained on an unfunded basis for federal income tax purposes under
         the Internal Revenue Code of 1986, as amended (the "Code"), and
         administered as a "top hat" plan exempt from the substantive
         requirements of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"). To the extent that this Plan permits the deferral of
         "performance-based compensation" within the meaning of Code section
         162(m), it is the Company's intention that this Plan be administered in
         a manner which preserves the status of such compensation as
         "performance-based compensation".

         1.2. EFFECTIVE DATE. Unless otherwise indicated, this Plan shall be
         effective as of September 5, 1997.

                                   ARTICLE II

                                   Definitions
                                   -----------

         2.1 ACCOUNT. The bookkeeping record of a Participant's deferrals and
         corresponding credits as provided in Article V.

         2.2 BENEFICIARY. The individual or individuals designated by the
         Participant to receive distributions under this Plan in the event of
         the Participant's death.

         2.3 BOARD. The Board of Directors of the Union Pacific Resources Group
         Inc. or such Committee thereof delegated to act on its behalf.

         2.4 CHANGE OF CONTROL. An event set forth in any one of the following
         paragraphs:

             (a) any person is or becomes the beneficial owner, directly or
             indirectly, of securities of the Company (not including in the
             securities beneficially owned by such person any securities 
             acquired directly from the Company or its affiliates other than in
             connection with the acquisition by the Company or its affiliates of
             a business) representing 15% or more of either the then outstanding
             shares of common stock of the Company or the combined voting power
             of the Company's then outstanding securities; or


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               (b) the following individuals cease for any reason to constitute
               a majority of the number of directors then serving: individuals
               who, on the date hereof, constitute the Board and any new
               director (other than a director whose initial assumption of
               office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Company (as such
               terms are used in Rule 14a-11 of Regulation 14A under the
               Securities Exchange Act of 1933)) whose appointment or election
               by the Board or nomination for election by the Company's
               shareholders was approved by a vote of at least two-thirds ( ) of
               the directors then still in office who either were directors on
               the date hereof or whose appointment, election or nomination for
               election was previously so approved; or

               (c) the shareholders of the Company approve a merger or
               consolidation of the Company with any other corporation or
               approve the issuance of voting securities of the Company in
               connection with a merger or consolidation of the Company (or any
               direct or indirect subsidiary of the Company) pursuant to
               applicable stock exchange requirements, other than (i) a merger
               or consolidation which would result in the voting securities of
               the Company outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), in combination with the
               ownership of any trustee or other fiduciary holding securities
               under an employee benefit plan of the Company, at least 50% of
               the combined voting power of the voting securities of the Company
               or such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Company (or similar transaction) in which no person is or becomes
               the beneficial owner, directly or indirectly, of securities of
               the Company (not including in the securities beneficially owned
               by such person any securities acquired directly from the Company
               or its affiliates other than in connection with the acquisition
               by the Company or its affiliates of a business) representing 15%
               or more of either the then outstanding shares of common stock of
               the Company or the combined voting power of the Company's then
               outstanding securities; or

               (d) the shareholders of the Company approve a plan of complete
               liquidation or dissolution of the Company or an agreement for the
               sale or disposition by the Company of all or substantially all of
               the Company's assets, other than a sale or disposition by the
               Company of all or substantially all of the Company's assets to an
               entity, at least 50% of the combined voting power of the voting
               securities of which are owned by persons in substantially the
               same proportions as their ownership of the Company immediately
               prior to such sale.

         Notwithstanding the foregoing, no "Change in Control" shall be deemed
         to have occurred if there is consummated any transaction or series of
         integrated transactions immediately following which the record holders
         of the common stock of the Company immediately prior to such
         transaction or series of transactions continue to have substantially
         the same proportionate ownership in an entity which owns all or
         substantially all of the assets of the Company immediately following
         such transaction or series of transactions.

         2.5 COMMITTEE. The Compensation and Corporate Governance Committee of
         the Board.

         2.6 COMPANY.  Union Pacific Resources Group Inc.





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         2.7 DEFERRAL ELECTION. The Executive Incentive Award Deferral
         Election, the Long-Term Incentive Deferral Election, and the Salary
         Deferral Election.

         2.8 DEFERRED EXECUTIVE INCENTIVE AWARD. The amount of Executive
         Incentive Award which the Executive and the Company mutually agree
         shall be deferred in accordance with this Plan.

         2.9 DEFERRED COMPENSATION.  Deferred Executive  Incentive Award, 
         Deferred  Long-Term  Incentive and Deferred Salary.

         2.10 DEFERRED LONG-TERM INCENTIVE. The amount of Long-Term Incentive
         which the Officer and the Company mutually agree shall be deferred in
         accordance with this Plan.

         2.11 DEFERRED SALARY. The amount of Salary which the Officer and the
         Company mutually agree shall be deferred in accordance with this Plan.

         2.12 DISABILITY. A Participant is considered to have suffered a
         disability under this Plan if he or she would be treated as disabled
         under the Company's long-term disability plan in force at the time of
         the disability.

         2.13 ELECTION  DEADLINE.  The day or date established by the Committee
         after which a Deferral Election may not be revoked by the Participant.

         2.14 EXECUTIVE. An Officer or senior manager of the Company or
         subsidiary selected by the Committee to be a participant in this Plan.

         2.15 EXECUTIVE INCENTIVE AWARD. Any form of annual incentive
         compensation awarded to the Executive under any plan or arrangement
         maintained by the Company or any of its subsidiaries.

         2.16 EXECUTIVE INCENTIVE AWARD DEFERRAL ELECTION. An Executive's
         election to defer all or a portion of an Executive Incentive Award in
         the form specified by the Committee and subject to the terms of the
         Plan.

         2.17 INVESTMENT FUND. Any fund or funds selected by the Committee into
         which deferrals and matching contributions are notionally invested
         under this Plan. Unless otherwise specified, the UPR Stock Fund shall
         at all times be an Investment Fund under this Plan.

         2.18 LONG-TERM INCENTIVE. Compensation attributable to the award of
         retention stock, the gains attributable to nonqualified stock options
         and such other forms of long-term incentive compensation as the
         Committee may determine.

         2.19 LONG-TERM INCENTIVE DEFERRAL ELECTION. An Officer's election to
         defer all or a portion of Long-Term Incentive in the form specified by
         the Committee and subject to the terms of the Plan.

         2.20 OFFICER. A senior level Executive of the Company specifically
         designated by the Committee.

         2.21 PARTICIPANT. An Executive who elects to participate in this Plan
         pursuant to the requirements of Article III hereof.





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         2.22 RETIREMENT. A separation from the service of the Company or
         subsidiary coupled with the immediate receipt of retirement benefits
         under the Union Pacific Resources Group Inc. Employees' Pension Plan.

         2.23 SALARY. An Officer's annual base pay in excess of the compensation
         limit imposed by Code section 401(a)(17) or such other amount as may be
         determined by the Committee.

         2.24 SALARY DEFERRAL ELECTION. An Officer's election to defer Salary
         in the form specified by the Committee and subject to the terms of
         this Plan.

         2.25 TERMINATION OF EMPLOYMENT. A separation from the service of the
         Company or subsidiary for any reason other than Retirement, death or
         Disability. A transfer from the Company to a subsidiary shall not
         constitute a Termination of Employment.

         2.26 UPR STOCK FUND. An Investment Fund into which amounts deferred and
         credited shall be converted to phantom shares of the Company's common
         stock in the manner determined by the Committee. Deferrals into the UPR
         Stock Fund shall be available to Officers only.

                                   ARTICLE III

                          Eligibility and Participation
                          -----------------------------

         3.1 ELIGIBILITY. An Executive shall be eligible to participate in this
         Plan only if he or she has already made or agreed to make, with respect
         to the Company's Employee's Thrift Plan, the maximum elective deferrals
         described in Code section 402(g) or the maximum elective contributions
         permitted under such Thrift Plan; provided, however, that this
         eligibility requirement shall remain effective only for such period as
         it is deemed necessary to preserve the tax-qualified status of the
         Thrift Plan.

         3.2. ELECTION TO DEFER EXECUTIVE INCENTIVE AWARD. An Executive may
         participate in the Deferred Executive Incentive Award portion of this
         Plan by executing an Executive Incentive Award Deferral Election on or
         before the date prescribed by the Committee with respect to any
         Executive Incentive Award not yet awarded. The Executive Incentive
         Award Deferral Election shall be made on a form approved by the
         Committee, which shall require an electing Executive to defer a
         specific amount of any Executive Incentive Award which may be made to
         him or her in the future, not to exceed the Executive Incentive Award
         less applicable withholding taxes.

         3.3 ELECTION TO DEFER SALARY. An Executive, who is an Officer, may
         participate in the Deferred Salary portion of this Plan by executing a
         Salary Deferral Election on or before the date prescribed by the
         Committee with respect to Salary not yet earned. The Salary Deferred
         Election shall be made on a form approved by the Committee which shall
         require the electing Officer to defer a specific amount of Salary not
         to exceed the Salary less applicable withholding taxes.

         3.4 ELECTION TO DEFER LONG-TERM INCENTIVE. An Executive, who is an
         Officer, may participate in the Deferred Long-Term Incentive portion of
         this Plan by executing a Long-Term Incentive Election on or before the
         date prescribed by the Committee with respect to any Long-Term
         Incentive which is not yet recognizable by the Officer for federal
         income tax purposes. The Long-Term Incentive Election shall be made on
         a form approved by the Committee, which shall require the

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         electing Officer to defer a specified amount of the Long-Term 
         Incentive, not to exceed the Long-Term Incentive less applicable
         withholding taxes.

         3.5 REVOCATION. A Deferral Election may not be revoked by the
         Participant after the Election Deadline; provided, however, that with
         respect to a Salary Deferral Election, a Participant may revoke future
         deferrals of amounts not yet earned for the remainder of the year in
         question, with appropriate written notice to the Committee.

         3.6 CHANGE OF STATUS. Notwithstanding any other provision of this Plan,
         in the case of any Executive who becomes a non-Executive while still
         employed by the Company, any Executive Incentive Award Deferral
         Election, Salary Deferral Election or Long-Term Incentive Deferral
         Election entered into prior to the occurrence of such change in status
         shall be unaffected by such change in status, except that, as provided
         in Section 3.4 hereof, future deferrals of Salary not yet earned for
         the year in question may be revoked. No new elections relating to
         Salary, an Executive Incentive Award or a Long-Term Incentive will be
         permitted hereunder while such employee remains in a non-Executive
         status.

                                   ARTICLE IV

                         Matching Company Contributions
                         ------------------------------

         4.1 CONTRIBUTION. The Company shall credit an additional 25 percent to
         the Account of any Officer who elects to have his or her Deferred
         Executive Incentive Award or his or her Deferred Salary notionally
         invested in the UPR Stock Fund for a period of at least three years.
         The Company's matching contribution shall also be invested in the UPR
         Stock Fund and shall remain so invested until the Officer terminates
         employment with the Company for any reason.

         4.2 FORFEITURE. The Company's matching contribution shall be forfeited
         by the Officer if the Officer incurs a Termination of Employment or
         Retirement prior to the first anniversary of the date such matching
         contribution is credited to his or her Account and under the
         circumstances described in the hardship withdrawal provisions of
         Section 7.2. Notwithstanding the foregoing, a forfeiture shall not be
         imposed if either (a) the Officer's Termination of Employment or
         Retirement occurs within two years after a Change of Control, or (b)
         the Committee determines that it is in the best interests of the
         Company that the forfeiture not be imposed.

                                    ARTICLE V

                                     Account
                                     -------

         5.1 ACCOUNT. The Committee shall establish an Account (including all
         necessary subaccounts) for each Participant hereunder.

         5.2 PARTICIPANT AND MATCHING CONTRIBUTIONS. Each Participant's Account
         shall be credited by bookkeeping entries in amounts equal to the
         amounts which (a) the Participant has elected to defer by a Deferral
         Election as of the date such amounts would have been paid to such
         Participant had such Deferral Election not been in force and (b) any
         matching amounts, if applicable, credited under Article IV.





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         5.3 ADJUSTMENTS. Each Participant's Account shall be credited by
         bookkeeping entries with earnings (or losses) reflecting the Investment
         Fund into which his or her Deferred Compensation or corresponding
         matching contribution was notionally invested. A Participant may change
         Investment Funds at any time and in any manner prescribed by the
         Committee; provided, however, that (a) only an Officer may elect to
         have his or her deferrals notionally invested in the UPR Stock Fund;
         (b) any Deferred Executive Incentive Award or any Deferred Salary which
         an Officer elects to have notionally invested in the UPR Stock Fund
         shall remain so invested until paid to the Officer under Article VII
         and (c) any Deferred Long-Term Incentive and any Company matching
         contributions credited to the Officer's Account under Section 4.1 shall
         be invested in the UPR Stock and shall remain so invested until the
         Officer terminates employment with the Company for any reason.

         5.4 STATEMENTS. Each Participant will receive a statement of his or her
         Account at such regular intervals as determined by the Committee.

                                   ARTICLE VI

                               Deferred Elections
                               ------------------

         6.1 DEFERRAL PERIOD. A Participant shall elect at the time of his or
         her Deferral Election to have the specified amount, plus any earnings
         attributable thereto, deferred until (a) a future date specified by the
         Participant in such Deferral Election or (b) the earliest to occur of
         such Participant's Termination of Employment, Retirement, Disability or
         death. If a Participant, who is an officer, elects to have his or her
         Deferred Executive Incentive Award or Deferred Salary notionally
         invested in the UPR Stock Fund, the deferral period for such investment
         must be at least three years, otherwise the Company's matching
         contribution under Section 4.1 shall not be credited to his or her
         Account.

         6.2 LIMITATIONS. Notwithstanding Section 6.1, a Participant may not
         make a Deferral Election to a date beyond the Participant's life
         expectancy and, in general, the commencement of any distribution under
         this Plan will not be deferred beyond the earliest to occur of the
         following: the Participant's Termination of Employment, Retirement,
         Disability or death.

                                   ARTICLE VII

                          Distributions and Withdrawals
                          -----------------------------

         7.1 DISTRIBUTIONS. Distributions under this Plan shall be made in the
         manner set forth below:

                  (a) IN-SERVICE. Deferred Compensation shall be distributed to
                  a Participant, while employed with the Company, on the date
                  specified pursuant to Section 6.1(a) hereof and in accordance
                  with the distribution method selected by the Participant on
                  his or her Deferral Election form.

                  (b) TERMINATION OF SERVICE. Upon a Participant's termination
                  of employment for any reason, the Committee shall distribute
                  his or her Account, in the sole discretion of the Committee,
                  as follows:

                  



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                           (i) in a single distribution paid in the year of his
                           or her termination or in January of the following
                           year, as determined by the Committee; or

                           (ii) over such number of years as are fixed by the
                           Committee but not exceeding fifteen, in annual
                           installments of substantially equal value,
                           the first of such installments to be paid or
                           delivered in the month following the month of his or
                           her termination, or at the discretion of the
                           Committee not later than 12 months following the date
                           of termination and subsequent installments to be paid
                           or delivered in January of each subsequent year; or

                           (iii) in the event of Retirement or death of a
                           currently employed Participant, at a specified future
                           date not to exceed 15 years from the
                           date of such Retirement or death in a single
                           distribution, an amount equal to the value of the
                           Participant's Account. Prior to such distribution,
                           the income generated by such Account shall be paid in
                           cash quarterly to such Participant's or his or her
                           Beneficiary commencing with the first day of the
                           month subsequent to such Participant's Retirement or
                           death. In the case of Retirement, the single
                           distribution referred to above will be paid on the
                           date specified or upon death, whichever occurs first;
                           or

                           (iv) in any other manner determined by the Committee.

         7.2 HARDSHIP WITHDRAWALS. Upon written application to the Committee, a
         Participant may request a withdrawal of all or any portion of the
         amounts then credited to his or her Account (except for any Company
         matching contributions credited under Section 4.1) prior to the time of
         payment applicable under section 6.1 in the case of an unforeseeable
         emergency.

         For purposes of this Section 7.2, an unforeseeable emergency is any
         severe financial hardship to the Participant resulting from a sudden
         and unexpected illness or accident of the Participant or of a dependent
         of the Participant, loss of the Participant's property due to casualty,
         or other similar extraordinary and unforeseeable circumstances arising
         as a result of events beyond the control of the Participant. The
         circumstances that will constitute an unforeseeable emergency will
         depend upon the facts of each case, but, in any case, payment may not
         be made to the extent that such hardship is or may be relieved --

          (a) Through reimbursement or compensation by insurance or otherwise,

          (b) By liquidation of the Participant's assets, to the extent the
          liquidation of such assets would not itself cause severe financial
          hardship, or

          (c) By cessation of deferrals under the Plan.

          The Participant's need to send a child to college, the desire to
          purchase a home and similar financial circumstances shall not be
          considered unforeseeable emergencies under this Plan.

          The decision of the Committee shall be final, conclusive and binding
          upon the Participant and any and all persons claiming through the
          Participant. Under no circumstances shall the Committee consent to the
          withdrawal of an amount which is in excess of the amount necessary to
          relieve the Participant's need. If a Participant, who is an officer,
          requests, and the Committee consents to, the release of amounts held
          in the UPR Stock Fund for a period



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          of less than three years, then the release of any such amounts shall
          result in the forfeiture of any corresponding Company matching 
          contributions credited under Section 4.1 hereto.

     7.3  DEATH.

          (a) If the Participant dies prior to the time his or her Account is
          distributed under Section 7.1, all amounts credited to such Account
          shall be paid to the Participant's Beneficiary in accordance with
          Section 7.1.

          (b) All designations of Beneficiary shall be on such forms as are
          specified by and filed with the Committee. Any Beneficiary designation
          made by the Participant in accordance with this provision may be
          changed from time to time by filing with the Committee a notice of
          such change on the form provided by the Committee and such change of
          Beneficiary designation shall become effective upon receipt by the
          Committee.

          (c) In the event a Participant's Beneficiary would otherwise become
          entitled to a distribution hereunder, and all Beneficiaries designated
          by the Participant are not then living, or if no valid Beneficiary
          designation is in effect, the Participant's estate or duly authorized
          personal representative shall be deemed to have been designated by the
          Participant.

    7.4   ACCELERATED PAYMENTS. The Committee may accelerate any payments
    deferred hereunder if it determines that such acceleration is in the best
    interests of the Company.

    7.5   PAYMENTS FROM THE UPR STOCK FUND. Notwithstanding the foregoing,
    any distributions or withdrawals from the UPR Stock Fund shall be paid
    in whole shares of the Company's common stock, except that any
    fractional share shall be paid in cash.

                                  ARTICLE VIII

                                 Administration
                                 --------------

    8.1   The Plan shall be administered by the Committee. The Committee
    shall be vested with full authority to make, administer and interpret
    such rules and regulations as it deems necessary to administer the
    Plan. Any determination, decision or action of the Committee in
    connection with the construction, interpretation, administration or
    application of the Plan shall be final, conclusive and binding upon all
    Participants and any and all persons claiming under or through any
    Participant. The Committee shall have the authority to:

          (i) Engage agents to perform services on behalf of the Committee and
          to authorize the payment of reasonable compensation for the
          performance of such service;

          (ii) Delegate to designated employees or departments of the Company
          the authority to perform such of the Committee's administrative duties
          hereunder as may be delegated to such employees or departments.

    8.2   The Company shall pay the costs of administering the Plan.




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                                   ARTICLE IX

                            Amendment and Termination
                            -------------------------

         9.1 AMENDMENT. The Company may at any time amend this Plan; provided,
         however that no amendment shall reduce amounts already credited to a
         Participant's Account at the time of such amendment.

         9.2 TERMINATION. The Company may at any time terminate this Plan
         provided that:

             (a) no such termination shall reduce amounts already credited to a
             Participant's Account at such time; and

             (b) termination of the Plan will not automatically accelerate the
             time of distributions nor cease the accrual of earnings prior to
             the applicable event under section 6.1 hereof, unless the
             Company, by action of its Board, shall elect to accelerate all
             distributions at the time it elects to terminate this Plan.

                                    ARTICLE X

                                  Miscellaneous
                                  -------------

         10.1 EFFECT ON OTHER PLANS. This Plan relates only to deferrals made by
         Executives pursuant to its provisions on or after the Effective Date.
         The timing and method of payment of distributions attributable to any
         other deferral elections previously made by the Executive under any
         other plan or plans maintained by the Company shall be controlled by
         such other plan or plans.

         10.2 NO RIGHT OF EMPLOYMENT. Nothing in the Plan shall be deemed to
         grant an Executive any rights other than those specifically outlined in
         the Plan. Nothing in the Plan shall be deemed to create any right of,
         or contract for, employment between an Executive and the Company.

         10.3 WITHHOLDING. The Company shall, on behalf of itself or any
         subsidiary, deduct from any distributions due to any Participant or
         Beneficiary hereunder, any taxes required to be withheld by Federal,
         state or local governments.

         10.4 NON-ASSIGNABILITY CLAUSE. Participants may not borrow from their
         Accounts in this Plan. Neither the Participant, nor his Beneficiary,
         nor any other designee, shall have any right to commute, sell, assign,
         encumber, transfer or otherwise convey the right to receive any
         distributions hereunder which distributions and right thereto are
         expressly declared to be non-assignable and non-transferable; and, any
         such attempted assignment or transfer shall be null and void.

         10.5 PROHIBITION AGAINST FUNDING. Any provision for distributions
         hereunder shall be by means of bookkeeping entries on the books of the
         Company and shall not create in the Participant or Beneficiary any
         right to, or claim against any specific assets of the Company, nor
         result in the creation of any trust or escrow account for the
         Participant or Beneficiary. A Participant or Beneficiary entitled to
         any distributions hereunder shall be a general creditor of the Company.





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         10.6 CONTROLLING LAW. This Plan and the respective rights and
         obligations of the Company and the Participants and Beneficiaries,
         except to the extent otherwise provided by Federal law, shall be
         construed under the laws of the State of Texas.

         10.7 SEVERABILITY. The invalidity or unenforceability of any provision
         of this Plan shall not affect the other provisions, and the Plan shall
         be construed in all respects as if any invalid or unenforceable
         provision were omitted.