<PAGE>


                           ORYX ENERGY COMPANY

                  DIRECTORS' DEFERRED COMPENSATION PLAN





                                      AMENDED AND RESTATED SEPTEMBER 7, 1995

<PAGE>

                                ARTICLE I

                               DEFINITIONS


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

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

1.3  COMPANY means Oryx Energy Company.

1.4  COMPENSATION means those fees and retainers earned by a Director in 
     his or her capacity as a Director.

1.5  DEFERRED COMPENSATION ACCOUNT with respect to any Participant means 
     the total amount of the Company's liability for payment of deferred 
     compensation to the Participant under this Plan.

1.6  DIRECTOR means a member of the Board of Directors of the Company.

1.7  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.

1.8  PARTICIPANT means a Director who has elected to defer the receipt of 
     Compensation in accordance with the terms of this Plan.

1.9  PLAN means the Directors' Deferred Compensation Plan set forth 
     herein and as it may be amended from time to time.

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.

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


                                     -2-

<PAGE>

                                  ARTICLE II

                      DEFERRAL OF DIRECTORS' COMPENSATION


2.1  ELECTION TO DEFER - A Director may elect to defer all or a portion of 
     his or her Compensation by filing a written election with the Committee 
     on forms prescribed by the Committee.  Such election must include the 
     following: (a) percentage of Compensation to be deferred;  (b) a 
     designation of beneficiary as set forth in Article V, and  (c) an 
     irrevocable election of a method of payment as set forth in Article IV.  
     Except as noted below in Section 2.3, any such election shall apply only 
     to Compensation to be earned in the calendar year beginning after the 
     effective date of the election (or in the balance of the calendar year 
     following such election in the case of a new Director).

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 the 
     Director's Compensation in multiples of 5% but shall not be less than 
     10%.

2.3  TIME OF ELECTION - Except as otherwise determined by the Committee in 
     its sole discretion, and except as noted below, a separate election to 
     defer must be filed and received by the Committee by the end of the year 
     preceding the year in which the Compensation is earned.  A new Director 
     may also elect to defer Compensation prior to the commencement of his or 
     her term in office.  Any election by a Participant with respect to 
     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 ACCOUNTS - Compensation deferred 
     hereunder shall be credited to a Deferred Compensation Account 
     established by the Company for each Participant.


                                     -3-

<PAGE>

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

3.3  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.

3.4  DIRECTOR WITH SHARE UNITS - A Director with Share Units credited to his 
     or her Deferred Compensation Account, as provided by the Plan prior to 
     its amendment on May 1, 1991 to prohibit further deferrals in the form 
     of Share Units, shall retain his or her Share Units and any provisions 
     of the Plan with respect to Share Units prior to the effective date of 
     this restatement of the Plan are incorporated herein by reference and 
     shall continue to apply to the deferral of Share Units as if said 
     provisions were fully stated herein.

                                   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 first day of the 
     calendar year selected by the Participant in accordance with the terms 
     of this Section and Section 2.1.  The date on which payment will 
     commence must be designated by the Director.  The Director may elect to 
     defer the receipt of his or her Compensation to  (a) the first day of 
     any year which is at least 1 (one) year after the year in which the 
     Compensation is earned; or  (b) the first day of the year following  (i) 
     the year he or she retires as a Director;  (ii) the termination  of his 
     or her Board membership; or  (iii) the date of his or her death.  The 
     benefit commencement date may not be later than the third calendar year 
     following the attainment of mandatory retirement age for Directors.  
     Upon the death of a Director or former Director prior to the final 
     payment of all amounts credited to his or her Account, the balance of 
     the Deferred Compensation Account shall be paid in accordance with 
     Article V commencing on the first day of the calendar year following the 
     year of death.

                                     -4-

<PAGE>

4.2  METHOD OF PAYMENT - Participant shall have the option of selecting either 
     a one payment schedule 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.

                                    ARTICLE V

                           DESIGNATION OF BENEFICIARIES

The Participant shall name a beneficiary to receive any payments due him or 
her at the time of his or her death, with the right to change such 
beneficiary at anytime.  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 Directors Group Life 
Insurance Plan, or if no such designation has been made or the Participant is 
not participating in such plan, 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, children 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 and form elected by the 
Participant or in such other manner as the Committee may determine in its 
sole discretion.

                                  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 a Deferred 
Compensation Account, nor shall anything contained in this Plan nor any 
action taken pursuant to the Plan create or be construed to create a trust of 
any kind, 

                                     -5-

<PAGE>

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 the 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.

                                   ARTICLE IX

                            ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee which may make such rules and 
regulations and establish such procedures for the administration of this Plan 
as it deems appropriate.  In the event of any dispute or disagreements as to 
the interpretation of this Plan or of any rule,  regulation or

                                     -6-

<PAGE>


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 or amended at anytime by the Board of Directors of 
Oryx Energy Company 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 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 con- 
tained herein shall not in anyway be affected or impaired thereby.

                                  ARTICLE XII

                                 GOVERNING LAW

This Plan shall be construed in accordance with and governed by the laws of 
the State of Texas.

                                     -7-

<PAGE>

                                 ARTICLE XIII

                                EFFECTIVE DATE

This Plan was originally effective on November 15, 1989.  As amended and 
restated herein, it shall be effective on September 7, 1995.

                                       ORYX ENERGY COMPANY


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



                                     -8-