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                               ORYX ENERGY COMPANY

                       EXECUTIVE DEFERRED COMPENSATION PLAN


























                                       AMENDED AND RESTATED SEPTEMBER 6, 1995 

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                             ORYX ENERGY COMPANY

                     EXECUTIVE DEFERRED COMPENSATION PLAN

                              TABLE OF CONTENTS

ARTICLE                          DESCRIPTION                           PAGE 
--------------------------------------------------------------------------- 
        Introduction                                                      1 
   I    Definitions                                                     2-3 
  II    Deferral of Compensation                                          3 
 III    Deferred Compensation Accounts                                  3-5 
  IV    Payment of Deferred Compensation                                5-6 
   V    Designation of Beneficiaries                                      6 
  VI    Source of Payments                                                7 
 VII    Nonalienation of Benefits                                         7 
VIII    Acceptance of Terms                                               7 
  IX    Administration of the Plan                                        8 
   X    Termination and Amendment                                         8 
  XI    Construction                                                      8 
 XII    Governing Law                                                     9 
XIII    Effective Date                                                    9 






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                              ORYX ENERGY COMPANY

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                  INTRODUCTION

 A.  All individuals who are Career Band E employees of Oryx Energy Company 
     (hereinafter called the "Company") participating in the Variable Incentive
     Plan (hereinafter called the "VIP") of the Company, constitute a select 
     group of management or highly compensated employees.

 B.  The VIP provides that the Company may pay bonuses annually as additional 
     compensation to employees who have principally contributed to the success
     of the Company.

 C.  The Company has established this Executive Deferred Compensation Plan to 
     provide Career Band E participants in the VIP with the option to 
     irrevocably defer the receipt of all or a portion of the compensation to 
     which such participants would otherwise be entitled, subject to the terms
     and conditions hereinafter set forth.

 D.  The Company has also established this Executive Deferred Compensation Plan
     to provide for the continued deferral and ultimate payment of amounts 
     deferred by certain Company employees under the predecessor Deferred 
     Compensation Plan, subject to the terms and conditions hereinafter set 
     forth.





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                                 ARTICLE I

                                DEFINITIONS

 1.1   CASH UNIT is the entry in a Deferred Compensation Account at a credit 
       equal to one dollar.

 1.2   COMMITTEE means the Compensation Committee of the Board of Directors of
       Oryx Energy Company.

 1.3   DEFERRED COMPENSATION ACCOUNT with respect to any Participant means 
       the total amount of the Company's liability to pay a Participant the 
       deferred amount of Shares or cash in his account, in addition to any 
       interest or dividend accumulation.  The Deferred Compensation Account 
       shall include the amount transferred from the predecessor Deferred 
       Compensation Plan to this Plan as of November 1, 1988, plus any interest
       accumulation.

 1.4   DIVIDEND EQUIVALENT is the entry in a Deferred Compensation Account of a
       dividend credit with respect to a Share Unit, each Dividend Equivalent 
       being equal to the dividend paid from time to time on a Share.

 1.5   INTEREST EQUIVALENT is the entry in a Deferred Compensation Account of an
       interest credit with respect to a Cash Unit, the interest factor being 
       equal to the quarterly rate of return from the Stable Value Fund of the 
       Oryx Energy Company Capital Accumulation Plan.

 1.6   PARTICIPANT means any individual in Career Band E who meets the 
       eligibility requirements of the VIP and who is participating in this 
       Plan.  Participant also means any person for whom an amount was 
       transferred from the predecessor Deferred Compensation Plan to this Plan.

 1.7   PERMANENT AND TOTAL DISABILITY. A Participant shall be deemed to be 
       permanently and totally disabled if he is eligible to receive benefits 
       under the Company's long-term disability plan.

 1.8   PLAN means the Executive Deferred Compensation Plan set forth herein and
       as it may be amended from time to time.

 1.9   RETIREMENT means the date on which a Participant is retired in accordance
       with his employer's retirement plan, program, or policy.

 1.10  SHARE means a Share of the Company's authorized voting common stock and 
       any Share or Shares of stock of the Company hereafter issued or issuable
       in substitution or exchange for each such Share.


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 1.11  SHARE UNIT is the entry in a Deferred Compensation Account of a credit 
       equal to one Share.

 1.12  SUBSIDIARIES means corporations in which the Company, directly or 
       indirectly owns fifty percent or more of the outstanding voting stock.

                                  ARTICLE II

                             DEFERRAL OF COMPENSATION

 2.1   ELECTION TO DEFER. A Participant may elect to defer all or a portion of
       his compensation to be awarded under the VIP by filing a written election
       with the Committee on forms to be prescribed by the Committee.  Such 
       election must include a designation of beneficiary and an irrevocable 
       election of a method of payment as described in Articles IV and V.  Any 
       such election shall apply to compensation to be earned in years beginning
       after the effective date of the election.  Any election made by a 
       Participant under the predecessor Deferred Compensation Plan shall 
       continue in effect under this Plan.

 2.2   AMOUNT OF DEFERRAL. The amount of compensation to be deferred in any year
       shall be designated by the Participant as a percentage of his 
       compensation in multiples of 5% but shall not be less than 10%.

 2.3   TIME OF ELECTION. A separate election to defer must be filed for each 
       year and must be received by the end of the year preceding the year in 
       which the compensation is earned.  Any election by a Participant with 
       respect to a compensation in a given year will not preclude a different
       action with respect to compensation in subsequent years.

                                   ARTICLE III

                          DEFERRED COMPENSATION ACCOUNTS

 3.1   CREATION OF DEFERRED COMPENSATION ACCOUNT. The Company shall establish a
       Deferred Compensation Account for each Participant.  The account will be
       the account the Company shall use to record any deferred compensation and
       any amount transferred from the predecessor Deferred Compensation Plan to
       this Plan as of November 1, 1988.  The account shall be credited at the 
       time Participant would have otherwise been entitled to such compensation.

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 3.2   CREDITING SHARE UNITS. Share Units shall be credited to a Participant's 
       Deferred Compensation Account at the time the compensation would 
       otherwise have been paid had no election to defer been made.  The number
       of Share Units to be credited to the Deferred Compensation Account shall
       be determined by dividing the compensation by the closing price for 
       Shares as reported on the New York Stock Exchange ("NYSE")-Composite 
       Transactions on the day on which the compensation would otherwise have 
       been paid.  Any fractional Share Units shall also be credited to a 
       Participant's Deferred Compensation Account.  The number of Share Units 
       in a Deferred Compensation Account shall be appropriately adjusted by the
       Committee in the event of changes in the Company's outstanding common 
       stock by reason of stock dividends, stock splits, recapitalizations, 
       reorganizations, mergers, consolidations, combinations, exchanges or 
       other relevant changes in capitalization, and such adjustments shall be 
       conclusive.  Share Units shall not entitle any person to the rights of a
       stockholder.

 3.3   CREDITING CASH UNITS. Cash units shall be credited to a Participant's 
       Deferred Compensation Account at the time the compensation would 
       otherwise have been paid had no election to defer been made.

 3.4   CREDITING DIVIDEND EQUIVALENTS. As additional deferred compensation for
       Participants with Share Units credited to their Deferred Compensation 
       Accounts, the Company shall credit the Participant's Deferred 
       Compensation Account with Dividend Equivalents being equal to the 
       dividends declared on the Company's common stock.  The crediting shall
       occur when said dividends are paid.  The number of Share Units to be 
       credited to the Deferred Compensation Account shall be determined by 
       dividing the Dividend Equivalents by the closing price for Shares as 
       reported on the NYSE-Composite Transactions on the date the dividends 
       are paid on the Company's Shares.  Any fractional Share Units shall also
       be credited to a Participant's Deferred Compensation Account.  During the
       seven months immediately before a date selected for withdrawal from the 
       Share Unit account (other than the date of death, disability, 
       termination, or retirement), dividend equivalents on share units shall be
       paid only in Cash Units.

 3.5   CREDITING INTEREST EQUIVALENTS. As additional deferred compensation for 
       Participants with Cash Units credited to their Deferred Compensation 
       Accounts, the Company shall credit the Participant's Deferred 
       Compensation Account on a quarterly basis with an Interest Equivalent.


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 3.6   REDIRECTING DEFERRED UNITS. A Participant may direct from time to time,
       but not more than once in any 12-month period, that all or any part of 
       the balance in the Participant's Deferred Compensation Account be 
       changed from Cash Units to Share Units, based upon the closing price of
       Shares as reported on the NYSE-Composite Transactions on the date written
       instructions, with respect to the change, are received by the Company,
       provided that during the seven months immediately before a date selected 
       for withdrawal from the Share Unit account (other than the date of death,
       disability, termination, or retirement) no transfer may be made from Cash
       Units to Share Units.  For purposes of converting Cash Units into Share 
       Units, there shall be taken into account interest accrued since the last
       quarterly valuation.

                                   ARTICLE IV

                        PAYMENT OF DEFERRED COMPENSATION

 4.1   TIME OF PAYMENT. All payments of a Participant's Deferred Compensation 
       Account shall be made at, or shall commence on, the earliest of the 
       following dates:

       (a)  Separation from employment,

       (b)  Retirement,

       (c)  Permanent and Total Disability, and

       (d)  Death of a participant, in which case, payment will be made to the 
            heir, beneficiary, or successor designated by the employee under 
            Article V, provided, however, that the Participant may irrevocably 
            designate such other date on which payment will commence, so long 
            as the latest date shall not be more than three years following 
            retirement or separation from employment.

 4.2   METHOD OF PAYMENT. Participant shall have the option of selecting either
       a lump sum payment or a series of annual installments (not exceeding 10),
       provided such election is irrevocable and made at the date of deferral.  
       Participant shall receive in cash all deferred compensation credited to 
       such Participant's Deferred Compensation Account.  Share Units credited 
       to the Participant's Deferred Compensation Account shall be valued at the
       closing price for Shares as reported on the NYSE-Composite Transactions 
       on the day of payment.


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 4.3   HARDSHIP DISTRIBUTION. Participant may request a modification in the 
       payment terms hereunder only in the event of severe financial hardship 
       and only to the extent reasonably necessary to eliminate the hardship. 
       Such request shall specify in detail the grounds for the requested 
       modification and shall be referred to the Committee.  A qualifying 
       severe financial hardship must be caused by accident, illness, or event
       beyond the control of the Participant.  The decision of the Committee 
       with respect to the requested modification shall be solely at the 
       discretion of the Committee and in accordance with its evaluation of the
       exigencies of the situation.  Such decision shall be binding on the 
       Company and Participant.

                                   ARTICLE V

                          DESIGNATION OF BENEFICIARIES

 The Participant shall name a beneficiary to receive any payments due him at 
 the time of his death, with the right to change such beneficiary at anytime.  
 The beneficiary named by a  Participant under the predecessor Deferred 
 Compensation Plan shall remain the Participant's beneficiary until changed by 
 a Participant under this Plan.  In case of a failure of designation or the 
 death of the designated beneficiary without a designated successor, 
 distribution shall be made to the person or persons designated as beneficiary 
 in the designation most recently filed under the Oryx Energy Company Capital 
 Accumulation Plan, or if no such designation has been made or the Participant 
 is not participating in such programs, the surviving spouse of a deceased 
 Participant, or, if there is no surviving spouse, the children of the 
 Participant in equal shares (the share of any child  who predeceases the 
 Participant to go in equal shares to the issue of such deceased child), or if 
 there is no surviving spouse, child, or issue of such children, the estate of 
 the Participant.  No designation of beneficiaries shall be valid unless in 
 writing signed by the Participant, dated and filed with the Committee.  Upon 
 the Participant's death, any balance in the Participant's Deferred 
 Compensation Account is payable under the method elected by the Participant 
 or in such other manner as the Committee may determine in its sole 
 discretion.  


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                                   ARTICLE VI

                               SOURCE OF PAYMENTS

 All payments of deferred compensation shall be paid in cash from the general 
 funds of the Company and the Company shall be under no obligation to 
 segregate any assets in connection with the maintenance of the Deferred 
 Compensation Account, nor shall anything contained in this Plan or any action 
 taken pursuant to the Plan create or be construed to create a trust of any 
 kind, or a fiduciary relationship between the Company and Participant.  Title 
 to the beneficial ownership of any assets, whether cash or investments, which 
 the Company may designate to pay the amount credited to the Deferred 
 Compensation Account shall at all times remain in the Company and Participant 
 shall not have any property interest whatsoever in any specific assets of the 
 Company.  Participant's interest in the Deferred Compensation Account shall 
 be limited to the right to receive payments pursuant to terms of this Plan 
 and such rights to receive shall be no greater than the right of any other 
 unsecured general creditor of the Company.

                                 ARTICLE VII

                           NONALIENATION OF BENEFITS

 Participant shall not have the right to sell, assign, transfer or otherwise 
 convey or encumber in whole or in part the right to receive any payment under 
 this plan except in accordance with Article V.

                                ARTICLE VIII

                             ACCEPTANCE OF TERMS

 The terms and conditions of this Plan shall be binding upon the heirs, 
 beneficiaries, and other successors in interest of Participant to the same 
 extent that said terms and conditions are binding upon the Participant.  This
 Plan shall not be construed in any way as an employment contract requiring 
 the Company or Participant to continue the employment relation.






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                                 ARTICLE IX

                          ADMINISTRATION OF THE PLAN

 The Plan shall be administered by the Committee which shall have full 
 authority and power to interpret, amend and administer the Plan and shall 
 make such rules and regulations and establish such procedures for the 
 administration of this Plan in its sole discretion as it deems appropriate.  
 In the event of any dispute or disagreements as to the interpretation of this
 Plan or of any rules, regulation, or procedure or as to any questioned right 
 or obligation arising from or related to this Plan, the decision of the 
 Committee shall be final and binding upon all persons.  The Committee may 
 delegate any or all of its powers, duties or authority under this Plan to any
 person the Committee deems appropriate.

                                 ARTICLE X

                          TERMINATION AND AMENDMENT

 The Plan may be terminated at any time without notice or cause by the 
 Compensation Committee in its sole discretion, and may be suspended or 
 amended at any time without notice or cause by the Committee in its sole 
 discretion provided, however, that no such amendment or termination shall 
 adversely affect the rights of Participants or their beneficiaries with 
 respect to amounts credited to Deferred Compensation Accounts prior to such 
 amendment or termination, without the written consent of the Participant.

                                ARTICLE XI

                               CONSTRUCTION

 In the case of any one or more of the provisions contained in this Plan 
 shall be invalid, illegal, or unenforceable in any respect the remaining 
 provisions shall be construed in order to effectuate the purposes hereof and 
 the validity, legality, and enforceability of the remaining provisions 
 contained herein shall not in any way be affected or impaired thereby.






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                                ARTICLE XII

                               GOVERNING LAW

 This Plan shall be governed by the laws of the State of Texas.

                                ARTICLE XIII

                               EFFECTIVE DATE

 This Plan was originally effective on November 1, 1988.  As amended and 
 restated herein, it shall be effective on September 6, 1995.

                                          ORYX ENERGY COMPANY


                                          By:   /s/  FRANCES G. HEARTWELL     
                                             -------------------------------- 


















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