Exhibit 10(j)

                                     BOARD OF DIRECTORS AMENDED
                                                   MAY 11, 1998

            KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
                    PHILLIPS PETROLEUM COMPANY

                             PURPOSE

The purpose of the Key Employee Deferred Compensation Plan of
Phillips Petroleum Company (the "Plan") is to attract and retain
key employees by providing them with an opportunity to defer
receipt of cash amounts which otherwise would be paid to them
under various compensation programs or plans by the Company.

SECTION 1.  Definitions.

   (a)  "Award" shall mean the United States cash dollar amount
        (i) allotted to an Employee under the terms of an
        Incentive Compensation Plan or the Long Term Incentive
        Compensation Plan, or (ii) required to be credited to an
        Employee's Deferred Compensation Account pursuant to the
        Incentive Compensation Plan, the Long Term Incentive
        Compensation Plan, the Strategic Incentive Plan, the
        Long Term Incentive Plan, or any similar plans, or any
        administrative procedure adopted pursuant thereto, (iii)
        credited as a result of a Participant's deferral of the
        receipt of the value of the Stock which would otherwise
        be delivered to an Employee in the event restrictions
        lapse on Restricted Stock previously awarded or which
        may be awarded to the Participant pursuant to the
        Incentive Compensation Plan, the Long Term Incentive
        Compensation Plan, the Strategic Incentive Plan, the
        Long Term Incentive Plan, the Omnibus Securities Plan,
        or any similar plans, or any administrative procedure
        adopted pursuant thereto, (iv) credited resulting from a
        lump sum distribution from any of the Company's non-
        qualified retirement plans and/or plans which provide for
        a retirement supplement, (v) resulting from the
        forfeiture of Restricted Stock, required by the Company,
        of key employees who become employees of GPM Gas


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        Corporation, (vi) credited as a result of an Employee's
        deferral of the receipt of the lump sum cash payment
        from the Employee's account in the Defined Contribution
        Makeup Plan, (vii) credited as a result of an Employee's
        voluntary reduction of Salary (viii) credited as a
        result of an Employee's deferral of the settlement of a
        Long Term Performance Unit Award, or (ix) any other
        amount determined by the Committee to be an Award under
        the Plan.  Sections 2 and 3 of this Plan shall not apply
        with respect to Awards included under (ii), (v), and
        (ix) above and a participant receiving such an Award
        shall be deemed, with respect thereto, to have elected a
        Section 5(b)(i) payment option - 10 annual installments
        commencing about one year after retirement, but subject
        to revision under the terms of this Plan.

   (b)  "Board of Directors" shall mean the board of directors
        of the Company.

   (c)  "Chief Executive Officer (CEO)" shall mean the Chief
        Executive Officer of the Company.

   (d)  "Committee" shall mean the Compensation Committee of the
        Board of Directors.

   (e)  "Company" shall mean Phillips Petroleum Company.

   (f)  "Deferred Compensation Account" shall mean an account
        established and maintained for each Participant in which
        is recorded the amounts of Awards deferred by a
        Participant, the deemed gains, losses and earnings
        accrued thereon and payments made therefrom all in
        accordance with the terms of the Plan.

   (g)  "Defined Contribution Makeup Plan" shall mean the
        Defined Contribution Makeup Plan of Phillips Petroleum
        Company or any similar plan or successor plans.

   (h)  "Disability" shall mean the inability, in the opinion of
        the Company's group life insurance carrier or the
        Company's Medical Director, of a Participant, because of
        an


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        injury or sickness, to work at a reasonable occupation
        which is available with the Company or at any gainful
        occupation which the Participant is or may become
        fitted.

   (i)  "Employee" shall mean any individual or Rehired
        Participant who satisfies the conditions of Section 5(i)
        who is a salaried employee of the Company or of a
        Participating Subsidiary who is eligible to receive an
        Award from an Incentive Compensation Plan or has
        Restricted Stock and is not subject to taxation in
        countries other than the United States of America either
        at the time of any preference election pursuant to
        Section 3 of the Plan or on the date that an Award would
        be deferred and credited to a Deferred Compensation
        Account pursuant to Section 4, generally classified as a
        U.S. Domestic Employee; provided, however, that the Plan
        Administrator may approve exceptions to allow
        individuals generally classified as Expatriates and
        Nationals who have Restricted Stock, but who are not
        subject to the reporting requirements under Section 16
        of the Exchange, to be regarded as Employees.  Employee
        shall also include former employees who Retire or are
        Laid Off and are eligible to receive a lump sum
        distribution from non-qualified retirement plans.

   (j)  "ERISA" shall mean the Employee Retirement Income
        Security Act of 1974, as amended from time to time or
        any successor statute.

   (k)  "Exchange Act" shall mean the Securities Exchange Act of
        1934, as amended and in effect from time to time, or any
        successor statute.

   (l)  "Incentive Compensation Plan" shall mean the Incentive
        Compensation Plan of the Company, or the Annual
        Incentive Compensation Plan of Phillips Petroleum
        Company, or similar plan of a Participating Subsidiary,
        or any similar or successor plans, or all, as the
        context may require.

   (m)  "Layoff" or "Laid Off" shall mean layoff under the
        Phillips Layoff Plan or any


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        similar plan which the Company may adopt from time to
        time under the terms of which the Participant executes
        and does not revoke a general release of liability,
        acceptable to the Company, under such layoff plan.

   (n)  "Long-Term Incentive Compensation Plan" shall mean the
        Long-Term Incentive Compensation Plan of the Company
        which was terminated December 31, 1985.

   (o)  "Long-Term Incentive Plan" shall mean the Long-Term
        Incentive Plan, or similar or successor plan,
        established under the Omnibus Securities Plan of
        Phillips Petroleum Company.

   (p)  "Long Term Performance Unit Award" shall mean a
        Performance Award as authorized by Section 4.4 of the
        Omnibus Securities Plan, or similar or successive plan,
        where the applicable administrative procedure for such
        award provides that the recipient is eligible to
        indicate a preference to defer all or any part of such
        award.

   (q)  "Newhire Employee" shall mean any Employee who is hired
        or rehired during a calendar year.

   (r)  "Participant" shall mean a person for whom a Deferred
        Compensation Account is maintained.

   (s)  "Participating Subsidiary" shall mean a subsidiary of
        the Company, of which the Company beneficially owns,
        directly or indirectly, more than 50% of the aggregate
        voting power of all outstanding classes and series of
        stock, where such subsidiary has adopted one or more
        plans making participants eligible for participation in
        this Plan and one or more Employees of which are
        Potential Participants.

   (t)  "Plan Administrator" shall mean the Executive Vice
        President, Planning, Corporate Relations and Services,
        or his successor.


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   (u)  "Potential Participant" shall mean a person who has
        received a notice specified in Section 2.

   (v)  "Rehired Participant" shall mean a Participant who
        subsequent to Retirement or Layoff is rehired by the
        Company and whose employment status is classified as
        regular full-time or its equivalent.

   (w)  "Restricted Stock" shall mean shares of Stock which have
        certain restrictions attached to the ownership thereof.

   (x)  "Retirement" or "Retire", or "Retiring" shall mean
        termination of employment with the Company on or after
        the earliest early retirement date as defined in the
        Retirement Income Plan.

   (y)  "Retirement Income Plan" shall mean the Retirement
        Income Plan of the Company or a similar retirement plan
        of the Participating Subsidiary pursuant to the terms of
        which the Participant retires.

   (z)  "Settlement Date" shall mean the date on which all acts
        under the Incentive Compensation Plan or the Long-Term
        Incentive Compensation Plan or actions directed by the
        Committee, as the case may be, have been taken which are
        necessary to make an Award payable to the Participant.

   (aa) "Salary" shall mean the monthly equivalent rate of pay
        for an Employee before adjustments for any before-tax
        voluntary reductions.

   (bb) "Stock" means shares of common stock of the Company, par
        value $1.25.

   (cc) "Strategic Incentive Plan" shall mean the Strategic
        Incentive Plan portion of the 1986


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        Stock Plan of the Company, of the 1990 Stock Plan of the
        Company, and of any successor plans of similar nature.

   (dd) "Trustee" shall mean the trustee of the grantor trust
        established by the Trust Agreement between the Company
        and Wachovia Bank, N.A. dated as of June 1, 1998, or any
        successor trustee.

SECTION 2.  Notification of Potential Participants.

   (a)  Incentive Compensation Plan.  Each year, during
         ---------------------------
        September, Employees who are eligible to receive an
        Award in the immediately following calendar year under
        the Company's or a Participating Subsidiary's Incentive
        Compensation Plan will be notified and given the
        opportunity, in a manner prescribed by the Plan
        Administrator, to indicate a preference concerning
        deferral of all or part of such Award.

   (b)  Restricted Stock Awards.  Each year Employees who are or
         -----------------------
        will become 55 years of age prior to the end of the
        calendar year or who are over 55 years old and have not
        previously been notified will be notified and given the
        opportunity, in a manner prescribed by the Plan
        Administrator, to indicate a preference concerning the
        deferral of the receipt of the value of all or part of
        the Stock which would otherwise be delivered to the
        Employees in the event restrictions lapse on Restricted
        Stock previously awarded or which may be awarded to the
        Employees.

   (c)  Lump Sum Distribution from Non-Qualified Retirement
         ---------------------------------------------------
        Plans.  With respect to the lump sum distribution
         -----
        permitted from the Company's non-qualified retirement
        plans and/or plans which provide for a retirement
        supplement, Employees may indicate, in a manner
        prescribed by the Plan Administrator, a preference for
        all or part of the lump sum distribution, if any, to be
        considered an Award under this Plan.

   (d)  Lump Sum from Defined Contribution Makeup Plan.
         ----------------------------------------------
        Employees who will receive a


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        lump sum cash payment from their account under the
        Defined Contribution Makeup Plan, may indicate, in a
        manner prescribed by the Plan Administrator, a
        preference concerning deferral of all of part of such
        payment.

   (e)  Salary Reduction.  Annually, Employees and Newhire
         ----------------
        Employees on the U.S. dollar payroll may elect, in a
        manner prescribed by the Plan Administrator, a voluntary
        reduction of Salary for each pay period of the following
        calendar year, or for Newhire Employees the remainder of
        the calendar year in which they are hired, in which case
        the Company will credit a like amount as an Award
        hereunder, provided that the amount of such reduction
        shall be not less than $100 per month nor more than 50%
        of the Employee's Salary in effect as of the date of the
        election.

   (f)  Long Term Performance Unit Award.  As soon as
         --------------------------------
        practicable following the grant of a Long Term
        Performance Unit Award, employees will be notified and
        given the opportunity, in a manner prescribed by the
        Plan Administrator, to indicate a preference concerning
        deferral of all or part of such Award.

SECTION 3.  Indication of Preference or Election to Defer Award.

   (a)  Incentive Compensation Plan.  If a Potential Participant
         ---------------------------
        prefers to defer under this Plan all or any part of the
        Award to which a notice received under Section 2(a)
        pertains, the Potential Participant must indicate such
        preference, in a manner prescribed by the Plan
        Administrator, (i) if the Potential Participant is
        subject to Section 16 of the Exchange Act, to the
        Committee, or (ii) if the Potential Participant is not
        subject to Section 16 of the Exchange Act, to the CEO.
        The Potential Participant's preference must be received
        on or before October 1 of the year in which said Section
        2(a) notice was received.  Such indication must state
        the portion of the Award the Potential Participant
        desires to be deferred.  If an indication is not
        received by October 1, the Potential Participant will be
        deemed to have elected to receive any ICP award awarded
        by the Committee.


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   Such indication of preference, if accepted, becomes
   irrevocable on October 1 of the year in which the indication
   is submitted to the Committee or CEO, except that, in the
   event of any of the following:
        i)     the Employee is demoted to a job
               classification/grade that is no longer eligible to
               receive an Award from an Incentive Compensation
               Plan,
        ii)    the Employee's employment status is classified to
               a status other than regular full-time or its
               equivalent,
        iii)   the Employee is receiving Unavoidable Absence
               Benefits (UAB) pay such that the pay received is
               less than his/her pay had been prior to being on
               UAB,
   the Employee can request, subject to approval by the Plan
   Administrator, that his/her indication of preference to
   defer, whether approved or not, be revoked for that Incentive
   Compensation Plan Award.

   The Committee or CEO, as applicable, shall consider such
   indication of preference as submitted and shall decide
   whether to accept or reject the preference expressed.  The
   Potential Participant shall be notified in writing of the
   decision.

   (b)  Restricted Stock.  If a Potential Participant prefers to
         ----------------
        defer under this Plan the value of all or any part of
        the Restricted Stock to which a notice received under
        Section 2(b) pertains, the Potential Participant must
        indicate such preference, in a manner prescribed by the
        Plan Administrator, (i) if the Potential Participant is
        subject to Section 16 of the Exchange Act, to the
        Committee, or (ii) if the Potential Participant is not
        subject to Section 16 of the Exchange Act, to the CEO.
        The Potential Participant's preference must be received
        on or before October 1 of the year in which said Section
        2(b) notice was received.  Such indication must state
        the portion of the value of the Restricted Stock the
        Potential Participant desires to be deferred. If an
        indication is not received by October 1, the Potential
        Participant will be deemed to have elected to receive
        any shares for which the restrictions are lapsed.  Such
        indication of preference becomes irrevocable on October
        1 of the year in which the indication is submitted to
        the Committee or CEO.  The Committee or CEO, as


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        applicable, shall consider such indication of preference
        as submitted and shall decide whether to accept or
        reject the preference expressed.  The Potential
        Participant shall be notified in writing of the
        decision.  A deferral of the value of the Restricted
        Stock will be paid under the terms of Section 5(b)(i)
        hereof - 10 annual installments commencing about one
        year after retirement, but subject to revision under the
        terms of this Plan.

   (c)  Lump Sum Distribution from Non-Qualified Retirement
         ---------------------------------------------------
        Plans.  If a Potential Participant prefers to defer
         -----
        under this Plan all or part of the lump sum distribution
        to which Section 2(c) pertains, the Potential
        Participant must indicate such preference, in a manner
        prescribed by the Plan Administrator, (i) if the
        Potential Participant is subject to Section 16 of the
        Exchange Act, to the Committee or (ii) if the Potential
        Participant is not subject to Section 16 of the Exchange
        Act, to the CEO.  The Potential Participant's preference
        must be received in the period beginning 90 days prior
        to and ending no less than 30 days prior to the date of
        commencement of retirement benefits under such plans.
        Such indication must state the portion of the lump sum
        distribution the Potential Participant desires to be
        deferred.  The Committee or CEO, as applicable, shall
        consider such indication of preference as submitted and
        shall decide whether to accept or reject the preference
        expressed as soon as practicable.  Such indication of
        preference, if accepted, becomes irrevocable on the date
        of such acceptance.

   (d)  Lump Sum from Defined Contribution Makeup Plan.  If a
         ----------------------------------------------
        Potential Participant prefers to defer under this Plan
        all or part of the lump sum cash payment to which
        Section 2(d) pertains, the Potential Participant must
        indicate such preference, in a manner prescribed by the
        Plan Administrator, (i) if the Potential Participant is
        subject to Section 16 of the Exchange Act, to the
        Committee or (ii) if the Potential Participant is not
        subject to Section 16 of the Exchange Act, to the CEO.
        The Potential Participant's preference must be received
        in the period beginning 365 days prior to and ending no
        less than 90 days prior to the Participant's retirement
        date except that if


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        a Potential Participant is notified of layoff during or
        after the year in which the Potential Participant
        reaches age 50 and if there is not at least 120 days
        between the date the Potential Participant is notified
        of layoff and the Potential Participant's termination
        date, the Potential Participant's preference must be
        received within 30 days of being notified of layoff.
        Such indication must state the portion of the lump sum
        payment the Potential Participant desires to be
        deferred.  The Committee or CEO, as applicable, shall
        consider such indication of preference as submitted and
        shall decide whether to accept or reject the preference
        expressed as soon as practicable.  Such indication of
        preference, if accepted, becomes irrevocable on the date
        of such acceptance.  A deferral of the lump sum from the
        Defined Contribution Makeup Plan will be paid under the
        terms of Section 5(b)(i) hereof - 10 annual installments
        commencing about one year after retirement, but subject
        to revision under the terms of the Plan.

   (e)  Salary Reduction.  If a Potential Participant elects to
         ----------------
        voluntarily reduce Salary and receive an Award hereunder
        in lieu thereof, the Potential Participant must make an
        election, in the manner prescribed by the Plan
        Administrator, which must be received on or before
        November 30 prior to the beginning of the calendar year
        of the elected deferral or for Newhire Employees prior
        to their first day of employment or reemployment.  Such
        election must be in writing signed by the Potential
        Participant, and must state the amount of the salary
        reduction the Potential Participant elects.  Such
        election becomes irrevocable on November 30 prior to the
        beginning of the calendar year or for Newhire Employees
        on their first day of employment or reemployment, except
        that in the event of any of the following:
            i)    the Employee is demoted to a job
                  classification/grade that is no longer
                  eligible to receive an Award from an Incentive
                  Compensation Plan,
            ii)   the Employee's employment status is classified
                  to a status other than regular full-time or
                  its equivalent,
            iii)  the Employee is receiving Unavoidable Absence
                  Benefits (UAB) pay such that the pay received
                  is less than his/her pay had been prior to
                  being on


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                  UAB,
        the Employee can request, subject to approval by the
        Plan Benefits Administrator, that his/her election to
        voluntarily reduce his/her salary be revoked for the
        remainder of the calendar year.

        An Award in lieu of voluntarily reduced salary will be
        paid under the terms of Section 5(b)(i) hereof - 10
        annual installments commencing about one year after
        retirement, but subject to revision under the terms of
        the Plan.

   (f)  Long Term Performance Unit Award.  If a Potential
         --------------------------------
        Participant prefers to defer under this Plan the value
        of all or any part of the Long Term Performance Unit
        Award to which a notice received under Section 2(f)
        pertains, the Potential Participant must indicate such
        preference, in a manner prescribed by the Plan
        Administrator, (i) if the Potential Participant is
        subject to Section 16 of the Exchange Act, to the
        Committee, or (ii) if the Potential Participant is not
        subject to Section 16 of the Exchange Act, to the CEO.
        The Potential Participant's preference must be received
        on or before 90 days from the grant date of the Long
        Term Performance Unit Award.  Such indication must state
        the portion of the value of the Long Term Performance
        Unit Award the Potential Participant desires to be
        deferred.  If an indication is not received by 90 days
        from the grant date of the award, the Potential
        Participant will be deemed to have elected not to defer
        any portion of the Award.  Such indication of preference
        becomes irrevocable 90 days from the grant date of the
        Award.  The Committee or CEO, as applicable, shall
        consider such indication of preference as submitted and
        shall decide whether to accept or reject the preference
        expressed. The Potential Participant shall be notified
        in writing of the decision.  A deferral of the value of
        the Long Term Performance Unit Award will be paid under
        the terms of Section 5(b)(i) hereof - 10 annual
        installments commencing about one year after retirement,
        but subject to revision under the terms of this Plan.

SECTION 4.  Deferred Compensation Accounts.


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   (a)  Credit for Deferral.  Amounts deferred pursuant to
         -------------------
        Section 3(a) will be credited to the Participant's
        Deferred Compensation Account as soon as practicable,
        but not less than 30 days after the Settlement Date of
        the Incentive Compensation Plan.  Amounts deferred
        pursuant to Section 3(b) will be credited at market
        value of the underlying Restricted Stock as soon as
        practicable, but not later than 30 days after the date
        as of which the restrictions lapse.  For this purpose,
        the market value of the underlying Restricted Stock
        shall be based on the higher of (i) the average of the
        high and low selling prices of the Company Stock on the
        date the restrictions lapse or the last trading day
        before the day the restrictions lapse if such date is
        not a trading day or (ii) the average of the high three
        monthly Fair Market Values of the Company Stock during
        the twelve calendar months preceding the month in which
        the restrictions lapse.  The monthly Fair Market Value
        of the Company Stock is the average of the daily Fair
        Market Value of the Stock for each trading day of the
        month.  The daily Fair Market Value of the Stock shall
        be deemed equal to the average of the high and low
        selling prices of the Stock on the New York Stock
        Exchange, as reported in the Wall Street Journal.
        Amounts deferred pursuant to Section 3(d), 3(e), and
        3(f) will be credited to the Participant's Deferred
        Compensation Account as soon as practicable, but not
        later than 30 days after the cash payment would have
        been made had it not been deferred.  Amounts deferred
        pursuant to other provisions of this plan shall be
        credited as soon as practicable but not later than 30
        days after the date the Award would otherwise be
        payable.

   (b)  Designation of Investments.  The amount in each
         --------------------------
        Participant's Deferred Compensation Account shall be
        deemed to have been invested and reinvested from time to
        time, in such "eligible securities" as the Participant
        shall designate.  Prior to or in the absence of a
        Participant's designation, the Company shall designate
        an "eligible security" in which the Participant's
        Deferred Compensation Account shall be deemed to have
        been invested until designation instructions are
        received from the Participant.  Eligible securities are
        those securities designated by the Senior Vice President
        and


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        Chief Financial Officer of the Company, or his
        successor.  The Senior Vice President and Chief
        Financial Officer of the Company may include as eligible
        securities, stocks listed on a national securities
        exchange, and bonds, notes, debentures, corporate or
        governmental, either listed on a national securities
        exchange or for which price quotations are published in
        The Wall Street Journal and shares issued by investment
        companies commonly known as "mutual funds".  The
        Participant's Deferred Compensation Account will be
        adjusted to reflect the deemed gains, losses and
        earnings as though the amount deferred was actually
        invested and reinvested in the eligible securities for
        the Participant's Deferred Compensation Account.

        Notwithstanding anything to the contrary in this section
        4(b), in the event the Company actually purchases or
        sells such securities in the quantities and at the times
        the securities are deemed to be purchased or sold for a
        Participant's Deferred Compensation Account, the Account
        shall be adjusted accordingly to reflect the price
        actually paid or received by the Company for such
        securities after adjustment for all transaction expenses
        incurred (including without limitation brokerage fees
        and stock transfer taxes).

        In the case of any deemed purchase not actually made by
        the Company, the Deferred Compensation Account shall be
        charged with a dollar amount equal to the quantity and
        kind of securities deemed to have been purchased
        multiplied by the fair market value of such security on
        the date of reference and shall be credited with the
        quantity and kind of securities so deemed to have been
        purchased.  In the case of any deemed sale not actually
        made by the Company, the account shall be charged with
        the quantity and kind of securities deemed to have been
        sold, and shall be credited with a dollar amount equal
        to the quantity and kind of securities deemed to have
        been sold multiplied by the fair market value of such
        security on the date of reference.  As used herein "fair
        market value" means in the case of a listed security the
        closing price on the date of reference, or if there were
        no sales on such date, then the closing price on the
        nearest preceding day on which there were such sales,
        and in the case of an


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        unlisted security the mean between the bid and asked
        prices on the date of reference, or if no such prices
        are available for such date, then the mean between the
        bid and asked prices to the nearest preceding day for
        which such prices are available.

        The Senior Vice President and Chief Financial Officer of
        the Company may also designate a Fund Manager to provide
        services which may include recordkeeping, Participant
        accounting, Participant communication, payment of
        installments to the Participant, tax reporting and any
        other services specified by the Company in agreement
        with the Fund Manager.

   (c)  Payments.  A Participant's Deferred Compensation Account
         --------
        shall be debited with respect to payments made from the
        account pursuant to this Plan as of the date such
        payments are made from the account.  The payment shall
        be made as soon as practicable, but no later than 30
        days, after the installment payment date.

        If any person to whom a payment is due hereunder is
        under legal disability as determined in the sole
        discretion of the Plan Administrator, the Plan
        Administrator shall have the power to cause the payment
        due such person to be made to such person's guardian or
        other legal representative for the person's benefit, and
        such payment shall constitute a full release and
        discharge of the Company, the Plan Administrator and any
        fiduciary of the Plan.

   (d)  Statements.  At least one time per year the Company or
         ----------
        the Company's designee will furnish each Participant a
        written statement setting forth the current balance in
        the Participant's Deferred Compensation Account, the
        amounts credited or debited to such account since the
        last statement and the payment schedule of deferred
        Awards and deemed gains, losses and earnings accrued
        thereon as provided by the deferred payment option
        selected by the Participant.

SECTION 5.  Payments from Deferred Compensation Accounts.


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   (a)  Election of Method of Payment for an Incentive
         ----------------------------------------------
        Compensation Plan Award.  At the time a Potential
         -----------------------
        Participant submits an indication of preference to defer
        all or any part of an Award under an Incentive
        Compensation Plan as provided in Section 3(a) above, the
        Potential Participant shall also elect in a manner
        prescribed by the Plan Administrator, which of the
        payment options, provided for in Paragraph (b) of this
        Section, shall apply to the deferred portion of said
        Award adjusted for any deemed gains, losses and earnings
        accrued thereon credited to the Participant's Deferred
        Compensation Account under this Plan.  Subject to
        Paragraphs (e), (g) and (h) of this Section, if the
        Committee or CEO, as appropriate, accepts the Potential
        Participant's indication of preference, the election of
        the method of payment of the amount deferred shall
        become irrevocable.

   (b)  Payment Options.  A Potential Participant may elect to
         ---------------
        have the deferred portion of an Incentive Compensation
        Plan Award adjusted for any deemed gains, losses and
        earnings accrued thereon paid:

        (i)    (Post-Retirement) in 10 annual installments, the
               payment of the first of such installments to
               commence on the first day of the first calendar
               quarter which is on or after the first anniversary
               of the Potential Participant's first day of
               retirement under the terms of the Retirement
               Income Plan, or

        (ii)   (Pre-Retirement) in annual installments of not
               less than 5 nor more than 10, in semi-annual
               installments of not less than 10 nor more than 20,
               or in quarterly installments of not less than 20
               nor more than 40.  The first of such installments
               to commence, as soon as practicable after any date
               specified by the Potential Participant, so long as
               such date is the first day of a calendar quarter,
               is on or after the Settlement Date, is at least
               one year from the date the payout option was
               elected, and is prior to the date the Potential
               Participant will attain the Participant's Normal
               Retirement Date under the terms of the


                                15

<PAGE>



               Retirement Income Plan.

   (c)  Election of Method of Payment of the Value of Restricted
         --------------------------------------------------------
        Stock.  As provided in Section 3(b) above, a deferral of
         -----
        the value of all or part of the Restricted Stock will be
        considered payment option (b)(i) of this Section subject
        to Paragraphs (e) and (g) of this Section.

   (d)  Election of Method of Payment of a Lump Sum Distribution
         --------------------------------------------------------
        from Non-Qualified Retirement Plans.  At the time a
         -----------------------------------
        Potential Participant submits an indication of
        preference to defer all or part of the lump sum
        distribution as provided in Section 3(c) above, the
        Potential Participant shall also elect in a manner
        prescribed by the Plan Administrator which payment
        option shall apply to the deferred lump sum adjusted for
        any gains, losses and earnings to be accrued thereon
        credited to the Participant' Deferred Compensation
        Account under this Plan.  The payment options are annual
        installments of not less than 5 nor more than 10, semi-
        annual installments of not less than 10 nor more than 20,
        or quarterly installments of not less than 20 nor
        more than 40.  The first installment to commence as soon
        as practicable after any date specified by the Potential
        Participant, so long as such date is the first day of a
        calendar quarter and is at least one year from the date
        the payout option was elected.  Subject to Paragraph (g)
        of this Section, if the Committee or CEO, as
        appropriate, accepts the Potential Participant's
        indication of preference, the election of the method of
        payment of the amount deferred shall become irrevocable.

   (e)  Payment Option Revisions.  If a Section 5(b)(i) payment
         ------------------------
        option applies to any part of the balance of a
        Participant's Deferred Compensation Account, the
        Participant may revise such payment option as follows:

        (i) Prior to Retirement.  The Participant at any time
               -------------------
               during a period beginning 365 days prior to and
               ending 90 days prior to the date the Participant
               Retires under the terms of the Retirement Income
               Plan, may, with respect to the total


                                16

<PAGE>



               of all amounts subject to such payment option at
               the time of the Participant's retirement, in the
               manner prescribed by the Plan Administrator,
               revise such payment option and elect one of the
               payment options specified in (e)(iii) of this
               Section to apply to such total amount in place of
               such payment option.

        (ii)   Upon Layoff.  If a Participant who is eligible to
               -----------
               Retire under the terms of the Retirement Income
               Plan or who is Laid Off during or after the year
               in which the Participant reaches age 50 is
               notified of Layoff and if there is not at least
               120 days between the date the Participant is
               notified of Layoff and the Participant's
               termination date, the Participant may, within 30
               days of being notified of Layoff, in the manner
               prescribed by the Plan Administrator, revise such
               payment option and elect one of the payment
               options specified in (e)(iii) of this Section to
               apply to such total amount in place of the such
               payment option.

        (iii)  Payment Options After Revision.  If a Participant
               ------------------------------
               revises a Section 5(b)(i) payment option as
               specified in (e)(i) or (e)(ii) of this Section,
               the Participant, subject to the exception in
               (e)(iv) of this Section, may select payments in
               annual installments of not less than 5 nor more
               than 10, in semi-annual installments of not less
               than 10 nor more than 20, or in quarterly
               installments of not less than 20 nor more than 40
               with the first installment to commence, as soon as
               practicable following any date specified by the
               Participant so long as such date is the first day
               of a calendar quarter, is on or after the
               Participant's first day of Retirement or the first
               day the Participant is no longer an Employee
               following Layoff, is at least one year from the
               date the payment option was revised and is not
               more than two calendar quarters after the
               Participant's 70th birthday.

        (iv)   Payment Option After Revision Exception.  If a
               ---------------------------------------
               Participant elected a Section 5(b)(i) payment
               option for amounts deferred prior to January 1,
               1994, the


                                17

<PAGE>



               Participant may select payments in one lump sum or
               annual installments of not less than 5 nor more
               than 20 in addition to the payment options
               specified in (e)(iii) of this Section, provided
               that the commencement date specified by the
               Participant would be permitted under paragraph
               (e)(iii) of this Section.

   (f)  Installment Amount.  The amount of each installment
         ------------------
        shall be determined by dividing the balance in the
        Participant's Deferred Compensation Account as of the
        date the installment is to be paid, by the number of
        installments remaining to be paid (inclusive of the
        current installment).

   (g)  Death of Participant.  Upon the death of a Participant,
         --------------------
        the Participant's beneficiary or beneficiaries
        designated in accordance with Section 6, or in the
        absence of an effective beneficiary designation, the
        surviving spouse, surviving children (natural or
        adopted) in equal shares, or the Estate of the deceased
        Participant, in that order of priority, shall receive
        payments in accordance with the payment options selected
        by the Participant, whether death occurred before or
        after such payments have commenced; provided, however,
        such payments may be made in a different manner if the
        beneficiary or beneficiaries entitled to receive such
        payments, due to an unanticipated emergency caused by an
        event beyond the control of the beneficiary or
        beneficiaries that results in financial hardship to the
        beneficiary or beneficiaries, so requests and the CEO
        gives written consent to the method of payment
        requested.

   (h)  Termination of Employment.
         -------------------------
        In the event a Participant's employment with the Company
        or a Participating Subsidiary terminates for any reason
        other than death, retirement under the Retirement Income
        Plan, Disability, or by layoff during or after the year
        in which the Participant reaches age 50, the entire
        balance of the Participant's Deferred Compensation
        Account shall be paid to the Participant in one lump sum
        as soon as practicable after the date the Participant
        terminates employment, provided however, the Committee,
        in its sole discretion, may elect to make such payments
        in the amounts


                                18

<PAGE>



        and on such schedule as it may determine.

   (i)  Rehire of Participant
        ---------------------
        In the event a Participant is a Rehired Participant,
        he/she will be eligible to receive notifications as
        specified in Section 2 and will be eligible to submit an
        Indication of Preference or Election to Defer as
        specified in Section 3, if the Participant agrees to the
        suspension of payments from his/her Deferred
        Compensation Account during the period of reemployment
        by the Company.  Upon termination of reemployment, such
        payments shall resume on the same schedule as was in
        effect at the time the Participant previously Retired or
        was Laid Off.

SECTION 6.  Designation of Beneficiary

   Each Participant shall designate a beneficiary or
   beneficiaries to receive the entire balance of the
   Participant's Deferred Compensation Account by giving signed
   written notice of such designation to the Plan Administrator.
   The Participant may from time to time change or cancel any
   previous beneficiary designation in the same manner.  The
   last beneficiary designation received by the Plan
   Administrator shall be controlling over any prior designation
   and over any testamentary or other disposition.  After
   acceptance by the Plan Administrator of such written
   designation, it shall take effect as of the date on which it
   was signed by the Participant, whether the Participant is
   living at the time of such receipt, but without prejudice to
   the Company or the CEO on account of any payment made under
   this Plan before receipt of such designation.


                                19

<PAGE>



SECTION 7.  Nonassignability

   The right of a Participant, or beneficiary, or other person
   who becomes entitled to receive payments under this Plan,
   shall not be assignable or subject to garnishment, attachment
   or any other legal process by the creditors of, or other
   claimants against, the Participant, beneficiary, or other
   such person.

SECTION 8.  Administration.

(a)  The Plan Administrator may adopt such rules, regulations and
     forms as deemed desirable for administration of the Plan and
     shall have the discretionary authority to allocate
     responsibilities under the Plan to such other persons as may
     be designated, whether or not employee members of the Board
     of Directors.

(b)  Any claim for benefits hereunder shall be presented in
     writing to the Plan Administrator for consideration, grant
     or denial.  In the event that a claim is denied in whole or
     in part by the Plan Administrator, the claimant, within
     ninety days of receipt of said claim by the Plan
     Administrator, shall receive written notice of denial.  Such
     notice shall contain:

     (1)  a statement of the specific reason or reasons for the
          denial;

     (2)  specific references to the pertinent provisions
          hereunder on which such denial is based;

     (3)  a description of any additional material or information
          necessary to perfect the claim and an explanation of
          why such material or information is necessary; and

     (4)  an explanation of the following claims review procedure
          set forth in paragraph (c) below.


                                20

<PAGE>



(c)  Any claimant who feels that a claim has been improperly
     denied in whole or in part by the Plan Administrator may
     request a review of the denial by making written application
     to the Trustee.  The claimant shall have the right to review
     all pertinent documents relating to said claim and to submit
     issues and comments in writing to the Trustee.  Any person
     filing an appeal from the denial of a claim must do so in
     writing within sixty days after receipt of written notice of
     denial.  The Trustee shall render a decision regarding the
     claim within sixty days after receipt of a request for
     review, unless special circumstances require an extension of
     time for processing, in which case a decision shall be
     rendered within a reasonable time, but not later than 120
     days after receipt of the request for review.  The decision
     of the Trustee shall be in writing and, in the case of the
     denial of a claim in whole or in part, shall set forth the
     same information as is required in an initial notice of
     denial by the Plan Administrator, other than an explanation
     of this claims review procedure.  The Trustee shall have
     absolute discretion in carrying out its responsibilities to
     make its decision of an appeal, including the authority to
     interpret and construe the terms hereunder, and all
     interpretations, findings of fact, and the decision of the
     Trustee regarding the appeal shall be final, conclusive and
     binding on all parties.

(d)  Compliance with the procedures described in paragraphs (b)
     and (c) shall be a condition precedent to the filing of any
     action to obtain any benefit or enforce any right which any
     individual may claim hereunder.  Notwithstanding anything to
     the contrary in the Plan, these paragraphs (b), (c) and (d)
     may not be amended without the written consent of a seventy-
     five percent (75%) majority of Participants and Beneficiaries
     and such paragraphs shall survive the termination of this Plan
     until all benefits accrued hereunder have been paid.

SECTION 9.  Employment not Affected by Plan.

   Participation or nonparticipation in this Plan shall neither
   adversely affect any person's employment status, or confer
   any special rights on any person other than those expressly
   stated in the Plan.  Participation in the Plan by an Employee
   of the Company or of a


                                21

<PAGE>



   Participating Subsidiary shall not affect the Company's or
   the Participating Subsidiary's right to terminate the
   Employee's employment or to change the Employee's
   compensation or position.

SECTION 10.  Determination of Recipients of Awards.

   The determination of those persons who are entitled to Awards
   under the Incentive Compensation Plan and any other such
   plans shall be governed solely by the terms and provisions of
   the applicable plan, and the selection of an Employee as a
   Potential Participant or the acceptance of an indication of
   preference to defer an Award hereunder shall not in any way
   entitle such Potential Participant to an Award.

SECTION 11.  Method of Providing Payments.

   (a) Nonsegregation.  Amounts deferred pursuant to this Plan
        --------------
       and the crediting of amounts to a Participant's Deferred
       Compensation Account shall represent the Company's
       unfunded and unsecured promise to pay compensation in the
       future.  With respect to said amounts, the relationship
       of the Company and a Participant shall be that of debtor
       and general unsecured creditor.  While the Company may
       make investments for the purpose of measuring and meeting
       its obligations under this Plan such investments shall
       remain the sole property of the Company subject to claims
       of its creditors generally, and shall not be deemed to
       form or be included in any part of the Deferred
       Compensation Account.

   (b) Funding.  It is the intention of the Company that this
        -------
       Plan shall be unfunded for federal tax purposes and for
       purposes of Title I of ERISA; provided, however, that the
       Company may establish a grantor trust to satisfy part or
       all of its Plan payment obligations so long as the Plan
       remains unfunded for federal tax purposes and for
       purposes of Title I of ERISA.


                                22

<PAGE>



SECTION 12.  Amendment or Termination of Plan.

   The Company reserves the right to amend this Plan from time
   to time or to terminate the Plan entirely, provided, however,
   that no amendment may affect the balance in a Participant's
   account on the effective date of the amendment.  No
   Participant shall participate in a decision to amend or
   terminate this Plan.  In the event of termination of the
   Plan, the Chief Executive Officer, in his sole discretion,
   may elect to pay to the participant in one lump sum as soon
   as practicable after termination of the Plan, the balance
   then in the Participant's account.

SECTION 13.  Miscellaneous Provisions.

   (a) Except as otherwise provided herein, the Plan shall be
       binding upon the Company, its successors and assigns,
       including but not limited to any corporation which may
       acquire all or substantially all of the Company's assets
       and business or with or into which the Company may be
       consolidated or merged.

   (b) This Plan shall be construed, regulated, and administered
       in accordance with the laws of the State of Oklahoma
       except to the extent that said laws have been preempted
       by the laws of the United States.


O:\hr\5_pb\wordproc\2dp\Kedcp
5-8-1998


                                23

<PAGE>