Exhibit 10(j)

                                       BOARD OF DIRECTORS AMENDED
                                                FEBRUARY 14, 2000

           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) "Affiliated Group" shall mean the Company plus other
       subsidiaries and affiliates in which it owns a 5% or more
       equity interest.

   (b) "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


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       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 (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.

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

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

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

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

   (g) "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.

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


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   (i) "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.

   (j) "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 Restrict
       ed 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
       Participants who are employed by a member of the
       Affiliated Group and former employees who Retire or are
       Laid Off and are eligible to receive a lump sum
       distribution from non-qualified retirement plans.

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

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


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   (m) "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.

   (n) "Layoff" or "Laid Off" shall mean layoff under the
       Phillips Layoff Plan or any similar plan which the
       Company, any Participating Subsidiary or a member of the
       Affiliated Group 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, Participating Subsidiary or a member of the
       Affiliated Group, as applicable, under such layoff plan.

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

   (p) "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.

   (q) "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.

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

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


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   (t) "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.

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

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

   (w) "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.

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

   (y) "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 of Phillips Petroleum Company or
       of the applicable retirement plan of a Participating
       Subsidiary or a member of the Affiliated Group.

   (z) "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.

   (aa)"Settlement Date" shall mean the date on which all acts
       under the Incentive Compensation Plan or the Long-Term
       Incentive Compensation Plan or actions


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       directed by the Committee, as the case may be, have been
       taken which are necessary to make an Award payable to the
       Participant.

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

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

   (dd)"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.

   (ee)"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


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           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.

   (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


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       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.

   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


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       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 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.


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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, 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 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.


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       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
               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


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       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.

   (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


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       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 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


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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 Senior Vice President and Chief Financial Officer of
       the Company may also designate a Fund Manager to provide
       services which may include recordkeeping, Participant ac
       counting, 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.


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   (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
       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 Retire
            ment, or


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       (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.

   (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


                               16

<PAGE>


       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 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 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


                               17

<PAGE>


            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).

   (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.


                               18

<PAGE>


   (h) Termination of Employment.
       In the event a Participant's employment with the Company
       or any Participating Subsidiary terminates for any reason
       other than death, Retirement, 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, except that a
       Participant who becomes employed by a member of the
       Affiliated Group immediately after terminating employment
       with the Company or Participating Subsidiary shall not
       receive their benefit under the plan until the
       Participant terminates employment from the Affiliated
       Group, and 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.

   (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


                               19

<PAGE>


   Administrator of such written designation, it shall take
   effect as of the date on which it was signed by the Partici
   pant, 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.

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;


                               20

<PAGE>


     (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.

(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.


                               21

<PAGE>


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.

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.


                               22

<PAGE>


   (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 purpos
       es 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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