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                                ORYX ENERGY COMPANY

                              SAVINGS RESTORATION PLAN


























                                      AMENDED AND RESTATED SEPTEMBER 6, 1995




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 I.  STRUCTURE OF THE PLAN

     The Oryx Energy Company Savings Restoration Plan ("Plan") is established 
     for the purpose of providing for certain employees benefits in excess of 
     the limitations imposed by Section 415 of the Internal Revenue Code of 
     1986, as amended ("Code"), (without regard to the $150,000 compensation
     limit under Section 401(a)(17) of the Code) on the contributions and 
     benefits under the Oryx Energy Company Capital Accumulation Plan ("CAP").
     This Plan is intended to be an unfunded excess benefit plan within the 
     meaning of Section 3(36) of the Employee Retirement Income Security Act
     of 1974.

II.  ADMINISTRATION OF THE PLAN

     The Plan Administrator of CAP, or its delegate, ("Plan Administrator") 
     shall administer the Plan.  The Plan Administrator shall have full 
     authority to determine all questions arising in connection with the Plan.
     The Plan Administrator shall have powers and duties with respect to this 
     Plan as set forth in CAP, including the power to interpret the Plan, adopt
     procedural rules, and employ and rely on legal counsel, actuaries, 
     accountants and such agents as it may deem advisable to assist in the 
     administration of the Plan. Decisions of the Plan Administrator shall be 
     conclusive and binding on all persons.

III. PARTICIPATION IN THE PLAN

     1.  GENERAL

     The Plan Administrator shall select the employees eligible to 
     participate in the Plan for the next succeeding calendar year from among 
     the participants in CAP whose employing organization adopts this Plan 
     (hereinafter referred to as a "participating employer", which term also
     includes Oryx Energy Company [the "Company"]).  The participants in CAP
     selected for participation in this Plan shall be those CAP participants 
     whose benefits or contributions under CAP the Plan Administrator reasonably
     expects to exceed the limitations imposed under Section 415 of the Code 
     ("Annual Additions Limit") during the succeeding calendar year, based upon
     the participant's contributions and benefits under CAP for the preceding 
     year.


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     2.  SPECIAL PARTICIPATING EMPLOYER CREDITS

         The participants in CAP whose employing organization is a participating
         employer and who were subject to the Annual Additions Limit during 1987
         shall be participants in this Plan for the purpose of the special 
         participating employer credits.

     3.  After being selected by the Plan Administrator to participate in this
         Plan, an employee shall, as a condition precedent to participation 
         herein, complete and return to the Plan Administrator an executed 
         participation and deferral agreement, electing to participate herein 
         and defer such amounts as permitted under Article IV herein.  By 
         execution of such agreement, a participant shall agree that all amounts
         deferred thereby shall be irrevocably deferred and that in lieu thereof
         the participant shall be entitled solely to benefits provided under 
         this Plan.  Such agreement shall be returned to the Plan Administrator
         by December 31 of the year preceding the year to which the agreement 
         relates.  A participant may revoke his agreement and shall not 
         participate in this Plan by notifying the Plan Administrator in writing
         prior to January 1 of the year to which  the revocation shall apply.  
         The participant's agreement shall continue in effect for all subsequent
         years until revoked or modified.

     4.  Notwithstanding anything in this Plan to the contrary, if the benefits
         or contributions of otherwise eligible employees participating in CAP 
         first become limited by Code Section 415 during a calendar year when 
         the employees have not otherwise been made eligible to participate in 
         this Plan, then such employees may be selected by the Plan 
         Administrator for immediate participation hereunder and their deferral
         agreements for the remainder of such year may be executed and furnished
         to the Plan Administrator accordingly.

IV.  BENEFITS PROVIDED UNDER THE PLAN

     1.  PARTICIPANT DEFERRALS

         If, as to a participant in this Plan, any limitations on contributions
         imposed under the terms of CAP by reason of the Annual Additions Limit
         have prevented the participant 

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         from making the maximum Basic Contributions and Additional 
         Contributions (as these terms are defined in CAP) allowed under CAP,
         the participant may elect, before the beginning of the calendar year
         during which the participant's Annual Additions Limit will be reached,
         to defer a portion of his compensation which shall not exceed five 
         percent (5%) of his Compensation (as defined in CAP) for each pay 
         period subsequent to the pay period during which the participant's 
         Annual Additions Limit is reached.  Such election shall be made at the
         time and in the manner provided in Article III hereof.  In calculating
         when the Annual Additions Limit is reached, no change in a 
         participant's Basic Contributions, or Additional Contributions (as 
         these terms are defined in CAP) during a calendar year for purposes of
         CAP shall be effective with respect to this Plan until the calendar 
         year following the calendar year in which the change is made.  
         Notwithstanding the foregoing, an election made by a participant under
         this Plan will be void if made after the beginning of the calendar year
         to which the election relates or the participant reduces his Basic 
         Contributions, or Additional Contributions (as these terms are defined
         in CAP) during the calendar year to which the election relates.  The 
         amount of salary deferrals under the Plan shall be and remain solely 
         the property of the participant's employer and a participant shall have
         no right to such amounts.  The amount deferred hereunder shall be 
         credited to a book account as deferrals are made and shall remain part
         of the employer's general assets.  Notwithstanding anything above in 
         this paragraph to the contrary, commencement of participation in this 
         Plan and an employee's initial deferral election may occur after the 
         beginning of a calendar year if in accordance with Paragraph 4. of 
         Article III.

     2.  PARTICIPATING EMPLOYER CREDITS

         A participant's participating employer shall maintain, or cause to be 
         maintained, a book account for such participant to which the 
         participating employer shall credit an amount equal to the Basic 
         Matching Contributions (as this term is defined in CAP) that the 
         participating employer would have made on the participant's behalf to 
         CAP had the participant's Basic Contributions continued to be made to 
         CAP, instead of by salary deferral under this Plan.


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 3.  SPECIAL PARTICIPATING EMPLOYER CREDIT

     The participating employer of a participant eligible to receive a special
     participating employer credit shall credit to the book account maintained
     for the participant an amount equal to the difference between (1) the 
     Matching Employer Contributions (as this term is defined in CAP) that the 
     participating employer would have made on the participant's behalf to CAP 
     had the participant made the maximum Pretax Contributions and Additional 
     Post-Tax Contributions permitted under CAP and without regard to the Annual
     Additions Limit and (2) the Matching Employer Contributions actually made 
     on behalf of the participant during the 1987 year.

 4.  NONFORFEITABILITY OF AND EARNINGS ON BOOK ACCOUNTS

     a.  NONFORFEITABILITY

         All amounts credited to book accounts on behalf of participants shall 
         be non-forfeitable.

     b.  EARNINGS

         Participant, participating employer and special participating employer
         contributions will be credited to book accounts as of the date such 
         contributions would have been made to CAP.  All amounts credited to 
         book accounts shall be credited with interest based on the performance
         of the CAP Stable Value Fund and such book accounts shall be revalued 
         monthly.

V.   DISTRIBUTIONS

     Each participating employer shall distribute to each participant in the 
     Plan for whom it maintains book accounts or his beneficiary under CAP an 
     amount in cash equal to 100% of the value of his book account(s) upon the 
     termination of employment of such participant under circumstances 
     entitling him or his beneficiary to a distribution of the participant's 
     interest in CAP whether or not a distribution is made at that time from 
     CAP.


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VI.  GENERAL PROVISIONS

     1.  RIGHT TO TERMINATE

         This Plan may be terminated at any time by the Company.  The Company or
         any participating employer may terminate this Plan with respect to its
         employees participating in CAP.  If a participating employer shall 
         terminate CAP with respect to its employees the amounts to their credit
         in their book accounts established under this Plan shall be payable out
         of the general assets of the employer to such participants in a single 
         sum in accordance with the provisions of CAP applicable in the event of
         termination of CAP or the complete discontinuance of contributions 
         thereto.

     2.  RIGHT TO AMEND

         This Plan may be amended at any time by the Board of Directors of the 
         Company, except that no such amendment shall reduce for any participant
         the amount then credited to his book account established under this 
         Plan.

     3.  NONALIENATION OF BENEFITS

         No right to payment or any other interest under this Plan shall be 
         assignable or subject to attachment, execution, or levy of any kind.

     4.  EMPLOYMENT RELATIONSHIPS

         Nothing in this Plan shall be construed as giving any employee the 
         right to be retained in the employ of any participating employer.  Each
         participating employer in the Plan expressly reserves the right to 
         dismiss any employee at any time without regard to the effect which 
         such dismissal might have upon him under the Plan.




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     5.  PLAN NOT FUNDED

         Benefits payable under this Plan shall not be funded and shall be made
         out of the general funds of the participating employer.

     6.  CONSTRUCTION

         This Plan shall be construed, administered and enforced according to 
         the laws of the State of Texas.

 VII. 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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