<PAGE>








                            ORYX ENERGY COMPANY



                          EXECUTIVE RETIREMENT PLAN









                AS AMENDED AND RESTATED AS OF JANUARY 1, 1995

                     (EXCEPT AS OTHERWISE PROVIDED HEREIN)


<PAGE>






                            ORYX ENERGY COMPANY

                         EXECUTIVE RETIREMENT PLAN




                             TABLE OF CONTENTS

<TABLE>
<CAPTION>

 ARTICLE                                             PAGE
 -------                                             ----
    <S>   <C>                                         <C>
         PREAMBLE                                        1

    I    Definitions                                   2-6

   II    Contributions                                   7

  III    Retirement Benefits                          8-11

   IV    Optional Forms of Retirement Income         12-14

    V    Death Benefits                              15-16

   VI    Termination of Employment or Status
          as Executive;  Reemployment                17-19

  VII    Disability Benefits                            20

 VIII    Administration of the Plan                  21-24

   IX    General Provisions                          25-27
</TABLE>



                                    -i-


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


                               PREAMBLE

     Oryx Energy Company (the "Company") adopted and established the Oryx 
Energy Company Executive Retirement Plan (the "Plan"), for the exclusive 
benefit of certain of its executives and their beneficiaries in November 
1988.  The Plan superseded the Sun Company, Inc. Executive Retirement Plan 
(the "Predecessor Plan") with respect to those Executives of the Company who 
had been participants in the Predecessor Plan.  Subsequently, the Plan was 
amended from time to time.  Effective as of January 1, 1995, (except as 
otherwise provided herein) the Company has, by execution of this document, 
amended and restated the Plan in its entirety, subject to the terms and 
conditions hereinafter set forth.

     Except as otherwise provided herein, any Participant under the Plan 
prior to January 1, 1995, who died, retired, became disabled, terminated 
employment or otherwise ceased to be a Participant thereunder prior to 
January 1, 1995, shall receive any benefits to which he or she is entitled 
based upon the provisions of the Plan as in effect prior to January 1, 1995.

     The purpose of the Plan is primarily to provide additional retirement 
benefits to a select group of highly compensated or management employees of 
the Company through an unfunded plan.


                                    -1-


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


                                  ARTICLE I
                                 DEFINITIONS

1.01   "Actuarial Equivalent" means a benefit of equivalent current value to 
       the benefit which would otherwise have been provided to the Participant,
       determined on the basis of appropriate actuarial assumptions and methods
       and in accordance with rules established by the Plan Administrator.

1.02   "Affiliated Company" means the Company and:

       (a)  Any other corporation which is included within a "controlled group
            of corporations" within which the Company is also included, as 
            determined under section 1563 of the 1986 Internal Revenue Code 
            without regard to subsections (a)(4) and (e)(3)(C) of said 
            section 1563;

       (b)  Any other trades or businesses (whether or not incorporated) which,
            based on principles similar to those defining a controlled group of
            corporations for purposes of (a) above, are under common control; 
            and

       (c)  Any other organization so designated by the Board Committee.

1.03   "Affiliated Company Benefit" means the monthly amount of benefit (or 
       the Actuarial Equivalent of such benefit) to which a Participant and/or
       his Spouse is or was entitled under the Base Plan or any other 
       qualified or nonqualified defined contribution or defined benefit 
       plan (including any combination of a qualified plan and a related excess
       benefit plan) that is or was maintained by an Affiliated Company as the
       primary source of employer-provided retirement income for participants 
       of such plan; provided, however, that in the case of a defined 
       contribution plan, the value of such Benefit will be determined based 
       on the aggregate contributions made on behalf of the Participant 
       (whether or not subsequently withdrawn by the Participant), accumulated
       at a rate or rates of interest as determined by the Plan Administrator,
       which determination will be made in a uniform and consistent manner.

1.04   "Base Plan" means the Oryx Energy Company Retirement Plan and the Oryx 
       Energy Company Pension Restoration 


                                    -2-


<PAGE>


ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

       Plan for Certain Employees of the Company, or any similar or successor 
       plan or plans.

1.05   "Beneficiary" means the person or persons, other than a contingent 
       annuitant, designated by a Participant or retired Participant pursuant
       to Article IV.

1.06   "Board of Directors" means the Board of Directors of the Company.

1.07   "Board Committee" means those individual Directors who have been 
       appointed by the Board of Directors with the powers and 
       responsibilities specified in Article VIII and to which has been 
       delegated any authority or responsibility of the Board of Directors
       with respect to the Plan.

1.08   "Company" means Oryx Energy Company or any corporation which succeeds 
       to the position of Oryx Energy Company as common parent of the 
       controlled group of corporations, within the meaning of regulations 
       issued under the Internal Revenue Code.

1.09   "Credited Service," subject to the limitations hereinafter described, 
       means the actual amount, in completed years and months, of the 
       Participant's Service.

       Credited Service will not include periods of employment with an 
       Affiliated Company before or after it becomes or ceases to be an 
       Affiliated Company.

1.10   "Earnings" means the "Earnings" of a Transferred Participant under 
       the Predecessor Plan through October 31, 1988, and the total basic 
       compensation paid or payable to a Participant by the Company or an 
       Affiliated Company on and after November 1, 1988.

1.11   "Employee" means the individual who is employed by the Company or 
       an Affiliated Company.

1.12   "ERISA" means the Employee Retirement Income Security Act of 1974, 
       as amended.

1.13   "Executive" means any Employee who is employed by the Company at the 
       level of Vice President or above.

1.14   "Executive Service" means "Executive Service" earned by a Transferred
       Participant under the Predecessor 


                                    -3-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


       Plan through October 31, 1988, and that part of a Participant's Service
       which was rendered on and after November 1, 1988, while he was an 
       Executive.

1.15   "Final Average Earnings" means the arithmetic average of the 
       Participant's considered earnings over the 36 consecutive calendar 
       months which are within the last 120 consecutive calendar months prior
       to the actual retirement that produce the highest average of all such 
       36-month periods.  The Participant's considered earnings during any 
       such 36-month period equal:  the Participant's aggregate Earnings; plus,
       any executive incentive  bonuses imputed during that 36-month period, 
       as described in the following sentences.  One executive incentive bonus
       will be imputed each calendar year equal to the Participant's guideline
       incentive percentage in effect as of the date the Participant's first 
       actual executive incentive bonus payment is made in that calendar year 
       under the Oryx Energy Company Executive Incentive Plan, multiplied by 
       the Participant's annualized base rate of pay in effect as of that same
       date and will be deemed to be considered earnings for the month in which
       the first actual executive incentive bonus payment is made for such 
       calendar year.  If no such bonus is paid to the Participant, while he 
       is an Employee, in a calendar year, a bonus will be imputed as described
       using the guideline percentage and rate of pay in effect as of February 1
       of that calendar year and will be deemed to be considered earnings for 
       such February (except that if the Participant's termination of 
       employment occurred in January, then his rate of pay as of January 1 
       will be used and the imputed bonus will be deemed considered earnings 
       for such January).  These "imputed executive incentive bonuses" will be
       used to determine Final Average Earnings under this Plan only, and 
       without regard to the actual executive incentive bonuses received by
       the Participant under the Oryx Energy Company Executive Incentive Plan.
       If during any such 36-month consecutive month period a Participant has 
       four of such "imputed executive incentive bonuses," then the imputed 
       bonus amount that is the least of the four amounts will be disregarded.

1.16   "Nonaffiliated Employer Benefit" means the monthly amount of Benefit,
       (or the Actuarial Equivalent of such Benefit) to which a Participant 
       and/or his Spouse is or was entitled as a result of prior employment 
       with any employer other than the Company 


                                    -4-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

       or an Affiliated Company under any qualified or nonqualified defined 
       contribution or defined benefit retirement plan that is or was 
       maintained by such employer as the primary source of employer-provided
       retirement income for participants of such plan; provided, however, that
       in the case of a defined contribution plan, the value of such Benefit 
       will be determined based on the aggregate contributions made on behalf 
       of the Participant (whether or not subsequently withdrawn by the 
       Participant), accumulated at a rate or rates of interest as determined 
       by the Plan Administrator, which determination will be made in a uniform
       and consistent manner.

1.17   "Normal Retirement Date" means the first day of the calendar month 
       coincident with or next following the Participant's 65th birthday.

1.18  "Participant" means any Employee who is an Executive, a Transferred 
       Participant or who is designated as a Participant by the Board 
       Committee.  Except as provided in Section 6.02, if any Participant 
       ceases to be an Executive, he will thereupon cease to be a Participant 
       (unless otherwise designated by the Board Committee), and will forfeit
       all rights to benefits under this Plan.

1.19   "Plan" means the Oryx Energy Company Executive Retirement Plan as set 
       forth in this document and as it may from time to time be amended.

1.20   "Plan Administrator" means the individual or entity designated as such 
       by the Board Committee pursuant to Article VIII.

1.21   "Plan Year" means the annual period beginning on January 1 of any year 
       and ending on the following December 31.

1.22   "Predecessor Plan" means the Sun Company, Inc. Executive Retirement 
       Plan as it existed on October 31, 1988.

1.23   "Service" means the completed years and months of "Service" earned by
       a Transferred Participant under the Predecessor Plan through October 31,
       1988, and the completed years and months of an Employee's employment 
       by the Company or an Affiliated Company on and after November 1, 1988, 
       whether or not continuous.


                                    -5-


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

1.24  "Social Security Benefit" means the primary insurance amount to which a
      Participant becomes entitled at age 65 under Social Security legislation
      in effect on the earliest of his Normal Retirement Date, early retirement
      date or Termination Date.

1.25  "Spouse" means the individual who is the legally married husband or wife 
       of a Participant.

1.26  "Statutory Benefit" means the monthly amount of any benefit (or the 
      Actuarial Equivalent of such benefit) from any country other than the 
      United States to which a Participant, upon proper application, is or would
      be entitled.

1.27  "Termination Date" means the date on which a Participant ceases to be an 
      Employee.

1.28  "Transferred Participant" means a person for whom the Predecessor Plan 
      transferred liability to the Plan effective November 1, 1988.





                                       -6- 

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


                                    ARTICLE II

                                  CONTRIBUTIONS


2.01  EMPLOYER CONTRIBUTIONS.  All benefits payable under this Plan will be 
      paid by the Company solely out of its general assets.

2.02  PARTICIPANT CONTRIBUTIONS.  No contributions by Participants will be 
      required or permitted under this Plan.

2.03  EXPENSES OF ADMINISTRATION.  All expenses of administering this Plan 
      will be paid by the Company.













                                     -7- 


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                                ARTICLE III


                            RETIREMENT BENEFITS

3.01  NORMAL RETIREMENT.  Except as provided in Section 3.04, each Participant
      will be eligible to retire on his Normal Retirement Date.

3.02  NORMAL RETIREMENT INCOME.  Subject to the provisions of Section 3.03, a 
      Participant who retires on or after his Normal Retirement Date and after
      the completion of five years of Executive Service will be entitled to a 
      monthly normal retirement income equal to the excess of (a) over (b), 
      where:

      (a)  equals the sum of:

           (i)   3% of his Final Average Earnings multiplied by his Credited 
                 Service up to a maximum of 10 years, plus

           (ii)  1-1/2% of his Final Average Earnings multiplied by his Credited
                 Service in excess of 10 years, and

      (b)  equals the sum of:

           (i)   1% of his Social Security Benefit multiplied by his Credited 
                 Service up to a maximum of 30 years,

           (ii)  100% of his Affiliated Company Benefit, plus

           (iii) 100% of his Statutory Benefit.

3.03  MAXIMUM NORMAL RETIREMENT INCOME.

      The monthly normal retirement income which a Participant would otherwise
      be entitled to receive under Section 3.02 will not exceed 65% of his Final
      Average Earnings less the sum of the offsets under Section 3.02(b) above.

3.04  EARLY RETIREMENT DATE.  A Participant will be eligible to retire on an 
      early retirement date which will be the first day of any calendar month
      coincident with or next following his 52nd birthday if he has then 
      completed at least five years of Executive Service.


                                      -8- 

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

3.05  EARLY RETIREMENT INCOME.  The monthly early retirement income payable to 
      the Participant commencing on his early retirement date will be equal to 
      the monthly normal retirement income that would otherwise be applicable 
      under Sections 3.02 and 3.03, adjusted as follows:

      (a)  The Social Security Benefit referred to in Sections 3.02 and 3.03 
           will be determined by projecting the Participant's Credited Service 
           to his Normal Retirement Date (but such projected Credited Service 
           shall not exceed 30 years) and assuming constant Earnings, at his 
           last rate in effect, to Normal Retirement Date, and will then be 
           multiplied by a fraction, the numerator of which will be his Credited
           Service to the date of actual retirement and the denominator of which
           will be his projected Credited Service to Normal Retirement Date.

      (b)  The amount calculated in Section 3.02(a) and the offset for Social 
           Security Benefits calculated in Section 3.02(b) and 3.03 will be 
           reduced by 5/12% for each full month by which actual retirement 
           precedes Normal Retirement Date by more than five years.

3.06  NORMAL FORM OF BENEFIT. Except as provided for in Article IV, a 
      Participant's retirement benefits under this Plan will be paid in the form
      of a lump sum equal to the lump sum present value of the retirement income
      determined under Sections 3.02, 3.03 and 3.05, whichever is applicable. 
      For purposes of determining such lump-sum present value: (i) the interest
      rate and mortality assumptions that would apply to such Participant at 
      such time for such purpose under the Oryx Energy Company Retirement Plan 
      shall be used; and (ii) the value of any early retirement and survivor 
      benefits subsidies otherwise included in the determination of benefits 
      under the Plan shall be reflected in such lump-sum amount.

3.07  TIME OF PAYMENT. The payment of a Participant's retirement benefits shall
      be made or commence no later than the last day of the calendar month in 
      which the Participant retires.

3.08  SPECIAL ENHANCEMENT PROGRAM.

      (a)  SPECIAL ENHANCEMENT PROGRAM.  A Participant who meets the 
           requirements for a benefit under 


                                      -9- 

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

           the Special Enhancement Program, as set forth in Section 3.08(b), 
           shall have the Early Retirement Income under Section 3.05 or the 
           Normal Retirement Income under Section 3.02, whichever is applicable,
           calculated in accordance with Section 3.08(b) below, subject to 
           3.08(c) below.  For purposes of this Section 3.08, the following 
           definitions shall apply.

           (i)   ADJUSTED AGE - Adjusted Age shall be a Participant's actual age
                 plus two years. For purposes of the benefit under Section 
                 3.08(a), a Participant's Adjusted Age shall not exceed 60.

           (ii)  ADJUSTED SERVICE -  Adjusted Service shall be a Participant's 
                 actual Service plus two years.

           (iii) ADJUSTED CREDITED SERVICE - Adjusted Credited Service shall be
                 a Participant's actual Credited Service plus two years.

      (b)  ENHANCED RETIREMENT BENEFIT.  A Participant shall be eligible for an 
           Enhanced Retirement Benefit under this Section if his employment with
           the Employer terminated under an outplacement program during 1995 and
           his actual age is at least 50 and his actual Executive Service equals
           at least five years.  A Participant who meets the requirements for an
           Enhanced Retirement Benefit shall have his benefit determined in 
           accordance with Section 3.02, 3.03 or 3.05, as applicable, provided 
           that:

           (i)   The amounts set forth in Section 3.02(a) and (b)(i) shall be 
                 determined using the Participant's Adjusted Credited Service, 
                 rather than his actual Credited Service; provided that for 
                 purposes of determining the Social Security Benefit offset 
                 amount described in Section 3.05(a), a Participant's Adjusted 
                 Credited Service shall be used only in the numerator of the 
                 fraction included in Section 3.05(a) (except such fraction so 
                 determined cannot exceed 1.0).

           (ii)  The reductions described in Section 3.05(b), for commencement 
                 of a 


                                       -10- 

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                 Participant's benefit that precedes Normal Retirement Date, 
                 shall be determined by reference to the number of full months 
                 that his Adjusted Age precedes his age at his Normal Retirement
                 Date, rather than the number of full months that his actual 
                 retirement precedes his Normal Retirement Date.

           (iii) To the extent that under the terms of the Plan, a Participant
                 who has met the early retirement eligibility requirements, or
                 the beneficiary of such a Participant, is entitled to select 
                 optional payment forms, or to receive death benefits, a 
                 Participant who meets such requirements solely as a result of 
                 this Section shall be deemed to have met the early retirement 
                 eligibility requirements.

      (c)  MINIMUM BENEFIT.  If the amount of any Participant's Enhanced 
           Retirement Benefit determined above in this Section 3.08 (which is 
           determined by using an enhanced Affiliated Company Benefit offset 
           from the Oryx Energy Company Retirement and Pension Restoration 
           Plans, in accordance with the Special Enhancement Program thereunder)
           is less than what such Participant's regular unenhanced Retirement 
           Income would be hereunder if both the Special Enhancement Program 
           described above in this Section 3.08 and the Special Enhancement 
           Program described in the Base Plan were disregarded, then such 
           Participant shall have his Retirement Income determined hereunder by
           disregarding the Special Enhancement Program under this Plan and 
           disregarding the Special Enhancement Program under the Base Plan.







                                      -11- 


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


                                  ARTICLE IV

                     OPTIONAL FORMS OF RETIREMENT INCOME


4.01   ELECTION OF STRAIGHT LIFE ANNUITY OR OTHER OPTIONAL FORM OF PAYMENT.
       Not later than thirty (30) days prior to a Participant's retirement 
       date, a Participant may elect, in lieu of the lump-sum normal form of 
       retirement benefits, a straight life annuity (equal to the monthly 
       normal retirement income determined under Sections 3.02, 3.03 and 3.05,
       whichever is applicable) or an optional form of retirement income as set
       forth below.  A Participant may not change or revoke an elected option 
       unless such change is made thirty (30) days prior to the Participant's 
       retirement date. Each election, designation and revocation of an option 
       will be made in writing and in conformity with such rules as may be 
       prescribed by the Plan Administrator.  Notwithstanding the foregoing, 
       a Spouse may not elect an optional form of receiving any benefit payable
       under Article V.

4.02   CONTINGENT ANNUITY OPTION.  A Participant may elect to receive a reduced
       retirement income, the amount of which will be determined by application
       of appropriate Actuarially Equivalent factors adopted by the Plan 
       Administrator for the age and sex of the Participant and the contingent
       annuitant.  The contingent annuity option provides (a) payments to the 
       Participant for his life, and (b) continuation of such payments, or any
       part of them designated by the Participant, to the contingent annuitant,
       if surviving, for life.

4.03   TEN-YEAR CERTAIN OPTION.  A Participant may elect to receive a retirement
       income of Actuarially Equivalent value payable for his life, provided 
       that such income will be paid to him or to his Beneficiary for ten years
       after the Participant's retirement regardless of whether the Participant
       or his Beneficiary survives such period.  At the discretion of the Plan
       Administrator, any benefit payable hereunder to a Beneficiary may be 
       commuted and paid in one sum.

4.04   OTHER FORMS OF PENSION.  A Participant may elect to receive a benefit 
       payable over a period not less than his remaining lifetime and, if he 
       so further elects, thereafter to his designated Beneficiary for 


                                   -12-


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN


       as long as his designated Beneficiary survives him in such other form 
       having an Actuarially Equivalent value as may be approved by the Plan 
       Administrator and subject to such conditions as he may prescribe.


4.05   RULES APPLICABLE TO CONTINGENT ANNUITY OPTION.

       (a)  If the Participant should die before the effective date of the 
            contingent annuity option, no benefit will be payable to the 
            contingent annuitant.

       (b)  If the contingent annuitant should die before the effective date 
            of the contingent annuity option, the option will automatically be
            cancelled and the normal monthly retirement income will be payable
            to the Participant in a straight life annuity as provided in 
            Section 4.01 as if the contingent annuity option had not been 
            elected.

       (c)  If the contingent annuitant should die before the Participant but 
            after the effective date of the contingent annuity option, benefits
            will be payable or continue to be paid to the Participant on the 
            reduced basis; provided, however, that if the contingent annuitant
            should die during the first four years following commencement of 
            the retirement income payments to the Participant, the amount of 
            the reduced retirement income payable to the surviving retired 
            Participant will be increased by restoring a percentage of the 
            reduction amount as follows:

<TABLE>
<CAPTION>

            DEATH OF CONTINGENT                    PERCENTAGE OF
             ANNUITANT DURING                    DISCOUNT RESTORED
           --------------------                  ------------------
           <S>                                     <C>
           First Year                                          80%
           Second Year                                         60%
           Third Year                                          40%
           Fourth Year                                         20%
           Fifth and Subsequent Years                           0%
</TABLE>

       (d)  If the retirement date is earlier than the effective date of the
            contingent annuity option, retirement benefits commencing at the 
            actual retirement date will be made in the straight life annuity 
            form of retirement income, as provided in Section 4.01.  If the 
            Participant and his contingent annuitant are living on such 
            effective date, the retirement 


                                   -13-

<PAGE>

ORYC ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

       benefit will be adjusted to provide retirement income on and after such 
       date on the optional form.

4.06   ACCELERATION OF ANNUITY OPTIONS.  Notwithstanding the foregoing, if the
       Internal Revenue Service makes a determination that the Participant must
       include any amounts from the Plan in his taxable income in a taxable 
       year prior to the year in which the Participant actually receives those
       amounts, the Participant shall receive the Actuarial Equivalent of the 
       remainder of his benefit determined under Sections 3.02, 3.03 and 3.05,
       whichever is applicable. Such distribution shall be made no later than 
       the last day of the calendar year in which the Participant informs the 
       Plan Administrator that the Internal Revenue Service has made such a 
       determination.


                                   -14-


<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                                  ARTICLE V

                                DEATH BENEFITS


5.01   PRERETIREMENT SPOUSE'S DEATH BENEFIT.  The actual form of payment 
       (monthly annuity or lump-sum) of the death benefit described in this 
       Section shall, notwithstanding anything to the contrary herein, be 
       determined in accordance with Section 5.02 hereof.  In the event of the
       death of a Participant during active employment and after having become 
       eligible to elect an early retirement date, a death benefit in the form
       of monthly retirement income in the amount hereinafter set forth will be
       payable to the Participant's Spouse at the time of his death for the 
       lifetime of such Spouse.  The amount of each such monthly income payment
       will be 50% of the monthly early retirement income that would have been 
       payable to the Participant under Section 3.05 had he retired on the date
       of his death; provided, however, that:

       (a)  the reduction specified in Section 3.02(b)(ii) with respect to the 
            Participant's Affiliated Company Benefit will not be applicable;

       (b)  the early retirement reduction percentage described in Section 
            3.05(b) will be applied only to the offset for Social Security 
            Benefits;

       (c)  the monthly income payments to the Spouse will be reduced by 1/2% 
            for each month that the Spouse is more than ten years younger than 
            the Participant; and

       (d)  the amount payable to the Spouse will be reduced by any amount of 
            Affiliated Company Benefits that are attributable to Affiliated 
            Company contributions and that are payable to such Spouse.

5.02   ELECTION OF PAYMENT FORM OF PRERETIREMENT SPOUSE'S DEATH BENEFIT.  A 
       Participant who is eligible to elect an early retirement date may elect
       to have the preretirement spouse's death benefit under Section 5.01 
       paid in an annuity form pursuant to Section 5.01, or in an Actuarially 
       Equivalent lump-sum as soon as practicable after the Participant's death.
       A Participant may change or revoke an elected option at any time prior 
       to his actual retirement.  Each 


                                   -15-


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ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

       election, designation and revocation of an option will be made in writing
       and in conformity with such rules as may be prescribed by the Plan 
       Administrator.

5.03   POSTRETIREMENT SPOUSE'S DEATH BENEFIT.  In the event a Participant dies 
       after retiring or after attaining his Normal Retirement Date, and 
       provided the Participant's benefit was payable to him in a monthly form
       under Article IV hereof, the Spouse to whom he is married on his annuity
       starting date will receive a monthly retirement income payable for the 
       lifetime of such Spouse in an amount equal to 50% of the retirement 
       income being paid or payable to the Participant (before giving effect 
       to any reduction in income required by the election of an contingent 
       annuity or period certain optional form of payment under Article IV); 
       provided, however, that:

       (a)  the reduction specified  in Section 3.02(b)(ii) with respect to the
            Participant's Affiliated Company Benefit will not be applicable;

       (b)  the monthly income payable to the Spouse will be reduced by 1/2% 
            for each month that the Spouse is more than ten years younger than
            the Participant; and

       (c)  the amount payable to the Spouse will be reduced by any amount of 
            spousal Affiliated Company Benefits that are attributable to 
            Affiliated Company contributions and that are attributable to such 
            Spouse (even though such amounts may not actually be payable to such
            Spouse, due to a waiver of such amounts and/or election to receive 
            any Affiliated Company Benefits in an optional form not providing 
            a spousal benefit).

       The Spouse's death benefit payable under this Section will be in addition
       to any annuity benefits otherwise payable under Article IV.  In the 
       event the Participant did not have a Spouse on his annuity starting 
       date, but is survived by a Spouse on the date of his death, the monthly
       retirement income described above shall be paid to such surviving spouse.


                                   -16-


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ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                                 ARTICLE VI

                     TERMINATION OF EMPLOYMENT OR STATUS

                          AS EXECUTIVE; REEMPLOYMENT     


6.01   TERMINATION OF EMPLOYMENT.  A Participant whose employment is terminated
       for any reason other than death under Article V or retirement under 
       Section 3.01 or 3.04, will not be entitled to benefits under this Plan.

6.02   TERMINATION OF EXECUTIVE STATUS.  If a Participant remains employed by 
       the Company or an Affiliated Company but ceases to be an Executive, he 
       will forfeit the right to all benefits under this Plan unless otherwise 
       designated to remain as a Participant by the Board Committee or unless 
       he had attained his 55th birthday and completed at least five years of 
       Executive Service at the time he ceased to be an Executive. If any such
       Participant is designated by the Board Committee as being eligible to 
       remain a Participant even though no longer an Executive, the 
       Participant will continue as such for all purposes of this Plan. If the
       Participant is not so designated by the Board Committee but has attained
       his 55th birthday and has completed at least five years of Executive 
       Service, he will remain a Participant, but will be entitled to benefits
       based only upon his Service, Credited Service and Final Average Earnings
       as of the date he ceased to be an Executive.  Any benefits payable to a
       Participant who has ceased to be an Executive shall not be paid until 
       actual retirement or death, in accordance with Articles III and IV above.

6.03   REEMPLOYMENT.

       (a)  If a retired Participant is reemployed by the Company or an 
            Affiliated Company, his benefits will thereupon cease, and upon 
            again becoming such an Employee he will have his prior period of 
            Service, Credited Service and Executive Service restored to him.
            If he had made an election of an optional form of payment, such 
            election will continue on file with the Plan Administrator, but 
            no payment will be due under such option in the event of his death
            before he again retires.  Upon subsequent retirement his retirement
            income will be based on his Service 


                                   -17-


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ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

            and Credited Service which was restored under this Section plus any
            Service and Credited Service rendered while employed as an Executive
            after the time of his reemployment.

       (b)  In all other situations where a retired Participant is reemployed,
            there will be no cessation, interruption or adjustment of his 
            retirement income.

6.04   CHANGE IN CONTROL.  Notwithstanding any other provisions of the Plan, 
       all Participants shall become fully vested upon a Change in Control of 
       the Company and, upon termination of service from the Company shall 
       be entitled to benefits calculated as follows:

       (a)  If at the time of termination of service, the Participant has 
            attained his Early Retirement Date, he shall be entitled to a 
            benefit calculated in accordance with Section 3.05.

       (b)  If at the time of termination of service, the Participant has not
            attained his early retirement date, he shall be entitled to 
            benefits calculated under Section 3.05 with the exception that the
            benefits so determined shall, in lieu of the reductions provided 
            under Section 3.05(b), be reduced actuarially in accordance with 
            reasonable and appropriate actuarial factors.

       Such benefits shall commence coincident with or next following the 
       first day of the calendar month in which the Participant attains age 55.

       As used in the Plan a "Change in Control" shall be deemed to have 
       occurred if (a) individuals who were directors of the Company 
       immediately prior to a Control Transaction shall cease, within two years
       of such Control Transaction, to constitute a majority of the Board 
       (or of the Board of Directors of any successor to the Company or to all
       or substantially all of its assets) or (b) any entity, person or Group 
       acquires shares of the Company in a transaction or series of transactions
       that result in such entity, person or Group directly or indirectly owning
       beneficially fifty-one percent (51%) or more of the outstanding shares.


                                   -18-


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ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

       As used herein, "Control Transaction" shall be (1) any tender offer for
       or acquisition of capital stock of the Company, (2) any merger, 
       consolidation, or sale of all or substantially all of the assets of the
       Company which has been approved by the shareholders, (3) any contested 
       election of directors of the Company or (4) any combination of the 
       foregoing which results in a change in voting power sufficient to elect
       a majority of the Board of Directors.  As used herein, "Group" shall 
       mean persons who act in concert as described in Sections 13(d)(3) 
       and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended.


                                   -19-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                          ARTICLE VII

                       DISABILITY BENEFITS


7.01    PARTICIPANTS RECEIVING DISABILITY BENEFITS.  A 
        Participant receiving disability benefits under the 
        Oryx Energy Company Disability Income Program will 
        remain a Participant.  Such a Participant will be 
        entitled to a monthly normal retirement income, to 
        commence at his Normal Retirement Date, computed in 
        accordance with Section 3.02 or 3.03, as applicable, 
        assuming constant Earnings and guideline bonus to 
        Normal Retirement Date, Social Security benefits as 
        calculated under the Social Security Act in effect on 
        the Participant's date of disability, and including as 
        Service, Credited Service and Executive Service, the 
        period during which he qualifies for and receives 
        disability benefits under the Oryx Energy Company 
        Disability Income Program.  Such determination will be 
        made as of Normal Retirement Date.  The normal form for 
        the payment of retirement income to the Participant 
        will be as set forth in Section 3.069.
        
7.02    STATUS DURING DISABILITY.  A Participant receiving Oryx 
        Energy Company Disability Income Program benefits prior 
        to his Normal Retirement Date will be entitled to 
        benefits under Section 5.01 and, if applicable, Section 
        5.02.  After his Normal Retirement Date, he will be 
        deemed to have retired. Such a Participant, If 
        otherwise eligible, may also elect to retire early 
        under the provision of Section 3.04.


                                     -20-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                                 ARTICLE VIII

                          ADMINISTRATION OF THE PLAN

8.01    ALLOCATION AND DELEGATION OF ADMINISTRATIVE 
        RESPONSIBILITIES.  Administrative responsibilities with 
        respect to the Plan are to be allocated as set forth in 
        this Article VIII.  A person will have only those 
        specific powers, duties, responsibilities and 
        obligations as are specifically given him under this 
        Plan.  It is intended that each person be responsible 
        for the proper exercise of his own powers, duties, 
        responsibilities and obligations under this Plan, and 
        generally will not be responsible for any act or 
        failure to act of another person.  A person may 
        delegate to any person or entity any of its powers or 
        duties under the Plan.

8.02    POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS. 
        The Board of Directors has the following powers and 
        responsibilities:

        (a)  to authorize amendments to the Plan;

        (b)  to terminate the Plan; and

        (c)  to appoint and remove members of the Board 
             Committee, as set forth in Section 8.03, below.

8.03    BOARD COMMITTEE.

        (a)  The Board Committee will consist of at least three 
             Directors who will be appointed by and serve at 
             the pleasure of the Board of Directors.  The Board 
             of Directors will also appoint one member of the 
             Board Committee to act as Chairman of such 
             Committee.  Vacancies will be filled in the same 
             manner as appointments.  Any member of the Board 
             Committee may resign by delivering a written 
             resignation to the Board of Directors, to become 
             effective upon delivery or at any other date 
             specified therein.

        (b)  The members of the Board Committee will appoint a 
             Secretary who may, but need not be, a member of 
             the Board Committee. The Board Committee may, in 
             writing, delegate some or all of its powers and 
             responsibilities as specified in Section 8.03(d) 
             to any other person or entity.

                                     -21-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

        (c)  The Board Committee will hold meetings upon such 
             notice, at such time or times, and at such place 
             or places as it may determine.  The majority of 
             the members of the Board Committee at the time in 
             office will constitute a quorum for the 
             transaction of business at all meetings and a 
             majority vote of those present at any meeting will 
             be required for action.  The Board Committee may 
             also act by written consent of a majority of its 
             members.

        (d)  The Board Committee will have the following powers 
             and responsibilities:

             (i)   to prepare periodic administration reports 
                   to the Board of Directors which will show, 
                   in reasonable detail, the administrative 
                   operations of the Plan;

             (ii)  to appoint and remove the Plan 
                   Administrator;

             (iii) to appoint and remove other administrative 
                   personnel; and

             (iv)  to designate, in its discretion, 
                   individuals as "Executives" and 
                   "Participants" hereunder.

             Determinations made by the Board Committee shall 
             be final and conclusive for all purposes.

8.04    PLAN ADMINISTRATOR.

        (a)  The Plan Administrator will be appointed by and 
             serve at the pleasure of the Board Committee.  The 
             Plan Administrator may resign by delivering a 
             written resignation to the Board Committee, to be 
             effective on delivery or at any other date 
             specified therein.  Upon the resignation or 
             removal of the Plan Administrator, a successor 
             Plan Administrator will be appointed by the Board 
             Committee.

        (b)  The Plan Administrator may, in writing, delegate 
             some or all of his powers and responsibilities as 
             set forth in Section 8.04(c) to any other person 
             or entity.

        (c)  The Plan Administrator will adopt such rules for 
             administration of the Plan as he considers 

                                     -22-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

             desirable, provided they do not conflict with the 
             Plan.  Records of administration of the Plan will 
             be kept, and Participants and their Spouses, 
             Beneficiaries and contingent annuitants may 
             examine records pertaining directly to themselves. 
             The Plan Administrator will have the following 
             powers and responsibilities:

             (i)    to select and terminate an actuary for the 
                    Plan;

             (ii)   to establish and maintain claims review 
                    procedures;

             (iii)  the discretionary power to construe and 
                    interpret the Plan, correct defects, supply 
                    omissions and reconcile inconsistencies to 
                    the extent necessary to administer the 
                    Plan, with any instructions or 
                    interpretation of the Plan made in good 
                    faith by the Plan Administrator to be final 
                    and conclusive for all purposes;

             (iv)   to comply with any requirements of ERISA 
                    with respect to filing reports with 
                    governmental agencies;

             (v)    to provide Employees with any and all 
                    information required by ERISA;

             (vi)   to approve any actuarial assumptions;

             (vii)  to coordinate any necessary audit process 
                    with respect to reports on administration 
                    data; and

             (viii) to conduct routine Plan administration.

8.05    EMPLOYMENT OF AGENTS.  Persons administering the Plan 
        may retain such counsel, actuarial, medical, 
        accounting, clerical and other services as they may 
        require to carry out the provisions and purposes of the 
        Plan.

8.06    RELIANCE ON REPORTS AND CERTIFICATES.  Persons 
        administering the Plan and the officers and managers 
        and Employees of the Company and any Affiliated Company 
        will be entitled to rely upon all tables, valuations, 
        certificates and reports furnished by 

                                     -23-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

        any duly appointed actuary, insurance company, or by any
        duly appointed accountant, and upon all opinions given by 
        any duly appointed legal counsel.

8.07    COMPENSATION.  Persons administering the Plan will not 
        receive any compensation for their services as such.
        
8.08    ABSTENTION REQUIRED.  No one may act, vote or otherwise 
        influence a decision specifically relating to his own 
        participation under the Plan.

8.09    LIABILITY FOR ADMINISTRATION OF THE PLAN.  In the 
        administration of the Plan, no person administering the 
        Plan, nor any officer, director or employee of the 
        Company or any Affiliated Company or any of their 
        agents will be liable jointly or severally for any loss 
        due to his or its error or acts of omission or 
        commission, except for his or its own individual 
        misconduct.

        In the event and to the extent not insured against 
        under any contract of insurance with an insurance 
        company, the Company shall indemnify and hold harmless 
        each "Indemnified Person," as defined below, against 
        any and all claims, demands, suits, proceedings, 
        losses, damages, interest, penalties, expenses 
        (specifically including, but not limited to counsel 
        fees to the extent approved by the Board Committee or 
        otherwise provided by law, court costs and other 
        reasonable expenses of litigation), and liability of 
        every kind, including amounts paid in settlement, with 
        the approval of the Board Committee, arising from any 
        action or cause of action related to the Indemnified 
        Person's act or acts or failure to act.  Such indemnity 
        shall apply regardless of whether such claims, demands, 
        suits, proceedings, losses, damages, interest, 
        penalties, expenses, and liability arise in whole or in 
        part from the negligence or other fault of the 
        Indemnified Person, except when the same is judicially 
        determined to be due to gross negligence, fraud, 
        recklessness, willful or intentional misconduct of such 
        Indemnified Person.  "Indemnified Person" shall mean 
        each member of the Board, the Board Committee, the Plan 
        Administrator and each other Employee who is allocated 
        any responsibility hereunder.

                                     -24-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

                                 ARTICLE IX

                             GENERAL PROVISIONS

9.01    RIGHT TO AMEND OR TERMINATE.  The Company expects and 
        intends to continue the Plan indefinitely, but 
        necessarily reserves the right, by action of the Board 
        of Directors or its delegate, to amend, alter, suspend 
        or terminate the Plan in whole or in part, and at any 
        time.  The Plan may be amended retroactively, except 
        that no amendment may reduce or eliminate benefits that 
        have previously become payable under the Plan, nor 
        benefits accrued as of a Change in Control.

9.02    ALIENATION OF BENEFITS.  Subject to Sections 9.03 and 
        9.09 below, no benefits payable under the Plan will be 
        subject in any manner to anticipation, alienation, 
        sale, transfer, assignment, pledge, encumbrance or 
        charge, and any action by way of anticipating, 
        alienating, selling, transferring, assigning, pledging, 
        encumbering or charging the same will be void and of no 
        effect nor will any such benefit be in any manner 
        liable for or subject to the debts, contracts, 
        liabilities, engagements or torts of the person 
        entitled to such benefit; provided, however, that 
        benefits may be paid in accordance with a qualified 
        domestic relations order referred to in ERISA Section 
        514(b)(7).

9.03    PAYMENT TO MINORS AND INCOMPETENTS.  If a Participant, 
        Spouse, contingent annuitant or Beneficiary entitled to 
        receive any benefits hereunder is a minor, or is deemed 
        by the Plan Administrator or is adjudged to be legally 
        incapable of giving a valid receipt and discharge for 
        such benefits, they will be paid to the duly appointed 
        guardian or committee of such minor or incompetent, or 
        they may be paid to such person or persons who the Plan 
        Administrator believes is or are caring for or 
        supporting such minors or incompetents.  Any such 
        payments, to the extent thereof, will be a complete 
        discharge for the payment of such benefit.

9.04    UNCLAIMED BENEFITS.  If any benefit under the Plan had 
        been payable to and unclaimed by any person for a 
        period of four years since the whereabouts or existence 
        of such person was last known to the Plan 
        Administrator, the Plan Administrator may direct that 
        all rights of such person to payments accrued 
        
                                     -25-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

        and to future payments be terminated absolutely, provided 
        that if such person subsequently appears and identifies 
        himself to the satisfaction of the Plan Administrator, 
        then the liability will be reinstated.

9.05    PLAN VOLUNTARY.  The Plan is purely voluntary on the 
        part of the Company.  Neither the establishment of the 
        Plan, nor any amendment thereto, nor the creation of 
        any fund or account, nor the payment of any benefit 
        will be construed as conferring upon any Employee or 
        Participant the right to be retained in the employ of 
        the Company or any Affiliated Company, and all 
        Employees and Participants will remain subject to 
        discharge, discipline or termination to the same extent 
        as if the Plan had never been established.

9.06    GENDER.  Whenever used herein, the masculine pronoun 
        will include the feminine and the singular the plural, 
        unless a different meaning is plainly required by the 
        context.

9.07    CONSTRUCTION.  The Plan will be construed, enforced and 
        administered according to the laws of the State of 
        Texas, to the extent not preempted by Federal law.  In 
        the event any provision of the Plan is held illegal or 
        invalid for any reason, it will not affect the 
        remaining provisions of the Plan, but the Plan will be 
        construed and enforced as if such illegal and invalid 
        provision had not been included therein.

9.08    FUNDING.  This Plan is intended to be an unfunded plan 
        within the meaning of ERISA and the Internal Revenue 
        Code.  All amounts paid under this Plan shall be paid 
        in cash from the general assets of the Company or such 
        other funding vehicle as the Board of Directors shall 
        provide; provided, however, that all assets paid into 
        any funding vehicle hereunder shall at all times prior 
        to payment to a Participant, Beneficiary or Spouse 
        remain subject to the claims of general unsecured 
        creditors of the Company.  The benefits under the Plan 
        shall be reflected on the accounting records of the 
        Company, but absent action by the Board of Directors 
        shall not be construed to create, or require the 
        creation of, a trust, custodial or escrow account, or 
        other fund of any kind.

        No Participant or any other person shall have any 
        right, title, or interest whatever in or to, or any 

                                     -26-

<PAGE>

ORYX ENERGY COMPANY
EXECUTIVE RETIREMENT PLAN

        preferred claim in or to, any investment reserves, 
        accounts, or funds that the Company may purchase, 
        establish, or accumulate to aid in providing the 
        payments described in this Plan.  Nothing contained in 
        this Plan, and no action taken pursuant to its 
        provisions, shall create or be construed to create a 
        trust or a fiduciary relationship of any kind between 
        the Company and a Participant or any other person.  
        Neither a Participant nor a Beneficiary or Spouse shall 
        acquire any interest in any assets of the Company or in 
        any investment reserves, accounts, or funds that the 
        Company may purchase, establish or accumulate for the 
        purposes of paying benefits hereunder.

9.09    TAX WITHHOLDING.  The Company may withhold or cause to 
        be withheld from or with respect to any benefit 
        hereunder any federal, state, or local taxes required 
        by law to be withheld with respect to such benefit and 
        such sum as the Company may reasonably estimate as 
        necessary to cover any taxes for which the Company may 
        be liable and which may be assessed with regard to such 
        payment.

9.10    EXECUTION IN COUNTERPARTS.  This document may be 
        executed in one or more counterparts, each of which 
        shall be considered an original, and all but one 
        instrument.

        IN WITNESS WHEREOF, Oryx Energy Company has caused this 
Plan to be executed by its duly authorized officer this 9th day of 
February, 1995.



                                     By:  FRANCES G. HEARTWELL
                                        ------------------------------
                                     Title: Director, Human Resources
                                           ---------------------------

ATTEST:



By:    /s/ WILLIAM C. LEMMER
   --------------------------------
Title:   VP, General Counsel 
            and Secretary
      -----------------------------


                                     -27-