Exhibit 10(j)

                                               BOARD OF DIRECTORS
                                      APPROVED - JANUARY 13, 1997


            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 by the Committee acting, in its sole
       discretion, to lapse restrictions on Restricted Stock previously
       awarded or


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       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 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 (vii) 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.


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   (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 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 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


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       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.

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

   (n) "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.


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

   (p) "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.

   (q) "Plan Administrator" shall mean the person designated by the
       Chief Executive Officer to carry out ministerial duties related
       to the Plan.

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

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

   (t) "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.


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   (u) "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.

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

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

   (x) "Strategic Incentive Plan" shall mean the Strategic Incentive
       Plan portion of the 1986 Stock Plan of the Company, of the 1990
       Stock Plan of the Company, and of any successor plans of similar
       nature.

   (y) "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.


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


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       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 the Committee acting, in its sole
       discretion, lapses restrictions 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 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.


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   (e) Salary Reduction.  Annually, 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, 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 (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 be in writing signed by the Potential
       Participant, and, must state the portion of the Award the
       Potential Participant desires to be deferred.  If an indication
       is not received by


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       October 1, the Potential Participant will be deemed to have
       elected to receive any ICP award awarded by the Committee.

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.  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 on or before December 15 of
the year in which the Potential Participant has submitted the
indication of preference to it for Awards under Section 2(a).  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 (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 be in writing signed
       by the Potential Participant, and, 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 have been lapsed
       by the Committee.  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
       appli-


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       cable, 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 (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 be in writing signed by the Potential
       Participant, and 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.


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   (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 (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 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 be in writing signed by the
       Potential Participant, and 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's election must be


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       received on or before November 30 prior to the beginning of the
       calendar year of the elected deferral.  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.  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 (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 be in writing signed by the Potential Participant, and,
       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


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       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.

   (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
       Committee elects to lapse the restrictions.  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 after the date assigned to the deferral by
       the Company or by the Committee.

   (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


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       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 Treasurer of the Company.  The
       Treasurer 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


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       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 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 Treasurer 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.


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       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.

   (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


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       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
            Retirement Income Plan.


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   (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's
       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.


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   (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
            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 (c)(i) or
            (c)(ii) of this Section, the Participant,


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            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 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).


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   (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 spouse, children (natural or
       adopted), or the legal representative 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
       and on such schedule as it may determine.


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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.


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.


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SECTION 8.  Administration.

   The Chief Executive Officer 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, including the
   appointment of a person to be the Plan Administrator.  The decision
   of the Chief Executive Officer with respect to any questions arising
   as to the interpretation of the Plan shall be final, conclusive and
   binding; provided, however that all such decisions, interpretations
   and actions which affect or have the potential to affect the
   benefits hereunder of any person who is, at the time of such
   decision, interpretation or action, subject to the provisions of
   Section 16 of the Exchange Act shall be referred by the CEO to the
   Committee, which shall in such case have sole power to make such
   decision or interpretation or to take or cause to be taken such
   action.


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 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.


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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


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       obligations so long as the Plan remains unfunded for federal tax
       purposes and for purposes of Title I of ERISA.


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.

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