Excess Benefit Plan

EXHIBIT 10(f)


FIRST AMENDMENT
TO THE
MITCHELL ENERGY & DEVELOPMENT CORP.
EXCESS BENEFIT PLAN


WHEREAS, Mitchell Energy & Development Corp. (the "Company") adopted the Mitchell Energy & Development Corp. Excess Benefit Plan (the "Plan") as amended and restated effective as of January 1, 1992 to provide certain eligible employees deferred compensation benefits in excess of the benefits available to such employees pursuant to the Mitchell Energy & Development Corp. Retirement Plan (the "Retirement Plan"). This deferred compensation is intended to supplement the retirement benefits available to such employees pursuant to the Mitchell Energy & Development Corp. Retirement Plan (the "Retirement Plan") when such retirement benefits are restricted due to the limitations of Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"); and


WHEREAS, such Plan is intended to be an unfunded excess benefit plan that is exempt from the requirements of Title I of the Employee Retirement Income Security Act of 1974 as amended ("ERISA") under Section 4(b)(5) of ERISA; and


WHEREAS, the Company adopted the Mitchell Energy & Development Corp. 1998 Mutual Fund Option Plan (the "MFOP") and effective July 1, 1998, to provide certain eligible employees with the means to obtain options from the Company to purchase shares of selected mutual funds through the deferral of all or part of such employee's cash compens ...