Exhibit 10.6





                             KERR-McGEE CORPORATION


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

               (Amended And Restated Effective February 26, 1999)





                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I. ESTABLISHMENT AND PURPOSE..........................................1
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     1.1      Establishment and Purpose.......................................1
     ---      -------------------------
     1.2      Pre May 3, 1994 Participants....................................1
     ---      ----------------------------

ARTICLE II. DEFINITIONS.......................................................1
-----------------------

     2.1      "Actuarial Equivalence".........................................1
     ---      -----------------------
     2.2      "Affiliate".....................................................1
     ---      -----------
     2.3      "Anticipated Monthly Primary Insurance Amount"..................2
     ---      ----------------------------------------------
     2.4      "Beneficiary"...................................................2
     ---      -------------
     2.5      "Board of Directors"............................................3
     ---      --------------------
     2.6      "Cause".........................................................3
     ---      -------
     2.7      "Change of Control".............................................3
     ---      -------------------
     2.8      "Code"..........................................................4
     ---      ------
     2.9      "Committee".....................................................4
     ---      -----------
     2.10     "Company".......................................................4
     ----     ---------
     2.11     "Credited Service"..............................................4
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     2.12     "Disability"....................................................5
     ----     ------------
     2.13     "ERISA".........................................................5
     ----     -------
     2.14     "Final Average Monthly Pay".....................................5
     ----     ---------------------------
     2.15     "Good Reason"...................................................5
     ----     -------------
     2.16     "Monthly Offset Amount".........................................6
     ----     -----------------------
     2.17     "Normal Retirement Date"........................................7
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     2.18     "Participant"...................................................7
     ----     -------------
     2.19     "Plan"..........................................................7
     ----     ------
     2.20     "Retirement Plan"...............................................7
     ----     -----------------
     2.21     "Superseded Plan"...............................................7
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ARTICLE III. PARTICIPATION....................................................7
--------------------------

     3.1      Participation...................................................7
     ---      -------------

ARTICLE IV. BENEFITS..........................................................8
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     4.1      Eligibility for Benefits........................................8
     ---      ------------------------
     4.2      Amount of Benefits..............................................8
     ---      ------------------
     4.3      Benefit Limits.................................................11
     ---      --------------

ARTICLE V. FORM OF PAYMENT...................................................12
--------------------------

     5.1      Single Payment (Lump-Sum) Tax Equalization Payments............12
     ---      ---------------------------------------------------

ARTICLE VI. LIMITATIONS ON BENEFITS..........................................12
-----------------------------------

     6.1      Limitations Due to Code Section 280G...........................12
     ---      ------------------------------------
     6.2      Termination for Cause..........................................13
     ---      ---------------------

ARTICLE VII. PROVISIONS FOR BENEFITS.........................................13
------------------------------------

     7.1      Provisions for Benefits........................................13
     ---      -----------------------

                                      -i-


ARTICLE VIII. ADMINISTRATION.................................................13
----------------------------

     8.1      Administration by Committee....................................13
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     8.2      Rules of Conduct...............................................13
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     8.3      Legal, Accounting, Clerical and Other Services.................14
     ---      ----------------------------------------------
     8.4      Records of Administration......................................14
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     8.5      Expenses.......................................................14
     ---      --------
     8.6      Indemnification................................................14
     ---      ---------------
     8.7      Liability......................................................14
     ---      ---------
     8.8      Claims Review Procedures.......................................14
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     8.9      Finality of Determinations; Exhaustion of Remedies.............15
     ---      --------------------------------------------------
     8.10     Effect of Fiduciary Action.....................................15
     ----     --------------------------
     8.11     Effect of Mistake..............................................16
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ARTICLE IX. GENERAL PROVISIONS...............................................16
------------------------------

     9.1      Plan Amendment, Suspension and/or Termination..................16
     ---      ---------------------------------------------
     9.2      Plan Not an Employment Contract................................16
     ---      -------------------------------
     9.3      Non-alienation of Benefits.....................................17
     ---      --------------------------
     9.4      Accelerated Payment............................................17
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     9.5      Tax Consequences Not Guaranteed................................17
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     9.6      Plan Spinoffs..................................................17
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     9.7      Special Payment Situations.....................................18
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     9.8      Termination of Employment......................................18
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     9.9      Duty to Provide Data...........................................19
     ---      ---------------------
     9.10     Tax Withholding................................................19
     ----     ---------------
     9.11     Incompetency...................................................19
     ----     ------------
     9.12     Severability...................................................20
     ----     ------------
     9.13     Governing Law..................................................20
     ----     -------------

                                      -ii-




                             KERR-McGEE CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                   ARTICLE I.
                            ESTABLISHMENT AND PURPOSE

     1.1  Establishment  and Purpose.  The following  are the  provisions of the
Kerr-McGee   Corporation   Supplemental  Executive  Retirement  Plan  which  was
established  by  Kerr-McGee  Corporation  effective  as of January 1, 1991,  was
amended and restated  effective  as of May 3, 1994,  and is amended and restated
hereby,  effective  February  26,  1999,  in order to provide for the payment of
supplemental  retirement  benefits to certain  eligible  key senior  executives.
Benefits under this Plan are stated as life annuities calculated under a benefit
formula.  Nevertheless,  this Plan pays all but  Disability  benefits all at one
time (in the form of a lump sum payment).

     1.2 Pre May 3, 1994 Participants. Participants in the Superseded Plan as of
May 2, 1994 will receive  minimum  supplemental  retirement  benefits  under the
First Supplement to this Plan.

                                   ARTICLE II.
                                   DEFINITIONS


     Whenever used in this Plan, the following  words and phrases shall have the
meanings set forth below unless a different  meaning is plainly  required by the
context.  The masculine gender, where appearing in this Plan, shall be deemed to
include the  feminine  gender,  the  singular  may include the plural,  and vice
versa, unless the context clearly indicates to the contrary.

     2.1 "Actuarial  Equivalence"  means the actuarial  assumptions  and methods
that are  used to  determine  actuarially  equivalent  ("Actuarial  Equivalent")
values  under the Plan and shall be the same as those that are used at that time
to determine corresponding values under the provisions of the Retirement Plan.

     2.2 "Affiliate" means:

          (a) any  corporation  other than the Company  which  together with the
Company is a member of a "controlled  group of corporations"  within the meaning
of Section 414(b) of the Code;

          (b) any  organization  that is under "common control" with the Company
as determined under Section 414(c) of the Code;

          (c) any organization which together with the Company is a member of an
"affiliated service group" within the meaning of Section 414(m) of the Code;

          (d) a limited liability company wholly owned by the Company; or

          (e) any  foreign  affiliate  of the  Company  which is  covered  by an
agreement under Section 3121(1) of the Code.

     2.3  "Anticipated  Monthly  Primary  Insurance  Amount"  means  the  amount
computed under Section 2.3.1 or 2.3.2,  below.  The Committee  shall determine a
Participant's  average monthly wage to compute his  Anticipated  Monthly Primary
Insurance Amount based on the  Participant's  actual  compensation for all years
prior to his  retirement  or  termination  of  employment  as  reflected  in the
Company's or its Affiliates'  records for such years.  The  Anticipated  Monthly
Primary  Insurance  Amount  computed by the  Committee  shall be binding for the
purpose of determining  benefits  payable under the Plan.  Increases in benefits
under the  Social  Security  Act or  Railroad  Retirement  Act due to  automatic
cost-of-living  adjustments,  benefit  levels,  wage or benefit  bases after the
Participant's retirement or termination of employment shall not be considered. A
Participant's  Anticipated  Monthly Primary Insurance Amount will not be altered
by his failure to apply for such Social Security benefit or Railroad  Retirement
benefit on his  Normal  Retirement  Date of his  ineligibility  for such  Social
Security benefit or Railroad Retirement benefit for any reason.

          2.3.1 Retirement or Termination on or After Normal Retirement Date. If
a Participant retires or terminates employment on or after his Normal Retirement
Date,  his  Anticipated  Monthly  Primary  Insurance  Amount shall equal (a) the
monthly old-age  insurance benefit payable upon his actual retirement date under
the  provisions  of the Social  Security Act in effect on his Normal  Retirement
Date; and/or (b) the amount of the monthly retirement annuity benefit, excluding
supplemental annuities,  which is payable to the Participant (and not his spouse
or other  dependents) on his actual  retirement date under the provisions of the
Railroad Retirement Act as in effect on his Normal Retirement Date.

          2.3.2  Retirement or Termination  Before Normal  Retirement Date. If a
Participant retires or terminates  employment before his Normal Retirement Date,
his  Anticipated  Monthly Primary  Insurance  Amount shall equal (a) the monthly
old-age  insurance  benefit  payable upon his Normal  Retirement  Date under the
provisions of the Social Security Act in effect on the date of his retirement or
termination  of employment and computed as if he continued  employment  with the
Company or its Affiliates  until his Normal  Retirement Date at the same regular
rate of  compensation  as in effect on the date of his retirement or termination
of employment; and/or (b) the amount of the annuities, which would be payable to
the  Participant  (and  not  his  spouse  or  other  dependents)  on his  Normal
Retirement  Date under the  provisions  of the  Railroad  Retirement  Act, as in
effect on the date of his retirement or  termination of employment,  computed as
if said Participant had continued  employment with the Company or its Affiliates
until his Normal Retirement Date and as if his last regular rate of compensation
prior to the date of his retirement or  termination of employment  were the rate
of compensation he would receive until his Normal Retirement Date.

     2.4  "Beneficiary"  means the  trust,  person or  persons  on whose  behalf
benefits may be payable  under the Plan after a  Participant's  death.  Unless a
specific  designation to the contrary has been made by the Participant and filed
with the Committee,  a  Participant's  Beneficiary  under this Plan shall be the
same person that is his beneficiary to receive corresponding  benefits under the
Retirement Plan.

                                       2

     2.5  "Board of  Directors"  means the duly  elected  and  serving  Board of
Directors of  Kerr-McGee  Corporation  or any duly  authorized  committee of the
Board of Directors.

     2.6 "Cause" means:

               (i) the  willful  and  continued  failure of the  Participant  to
     perform  substantially  all of his or her  duties  with the  Company or its
     Affiliates  (other than any such failure  resulting from  incapacity due to
     physical  or  mental  illness),  after a  written  demand  for  substantial
     performance  is  delivered  to such  Participant  by the Board of Directors
     which  specifically  identifies  the manner in which the Board of Directors
     believes that the  Participant has not  substantially  performed his or her
     duties;

               (ii) the willful  engaging by the Participant in gross misconduct
     which is  materially  and  demonstrably  injurious  to the  Company  or its
     Affiliates; or

               (iii) the conviction of, or plea of guilty or nolo contendere to,
     a felony.

               Termination  of the  Participant  for  Cause  shall  be  made  by
delivery  to the  Participant  of a copy of a  resolution  duly  adopted  by the
affirmative  vote of not less than a three-fourths  majority of the non-employee
Directors  of the Board of  Directors  or of the  ultimate  parent of the entity
which caused a Change of Control (if the Company or its  Affiliates has become a
subsidiary)  at a meeting  of the Board of  Directors  called  and held for such
purpose,  after 30 days prior written notice to the  Participant  specifying the
basis  for  such  termination  and  the  particulars  thereof  and a  reasonable
opportunity  for the  Participant  to cure or otherwise  resolve the behavior in
question prior to such meeting,  finding that in the reasonable judgment of such
Directors,  the conduct or event set forth in any of clauses  (i) through  (iii)
above  has  occurred  and  that  such  occurrence   warrants  the  Participant's
termination.

     2.7 "Change of Control" means any one of the following:

          (a) any  person  ("Person")  as  defined  in  Section  3(a)(9)  of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as used in
Section 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d)
of the  Exchange  Act but  excluding  the  Company  and any  subsidiary  and any
employee  benefit plan  sponsored or maintained by the Company or any subsidiary
(including any trustee of such plan acting as trustee),  directly or indirectly,
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act),  of  securities  of the Company  representing  25% or more of the combined
voting power of the Company's then outstanding securities (other than indirectly
as a result of the Company's redemption of its securities); or

          (b) the  consummation  of any merger or other business  combination of
the  Company,  sale of 50% or  more  of the  Company's  assets,  liquidation  or
dissolution  of the Company or combination  of the foregoing  transactions  (the
"Transactions")  other  than  a  Transaction  immediately  following  which  the
shareholders of the Company and any trustee or fiduciary of any Company employee
benefit plan immediately prior to the Transaction own at least 60% of the voting
power,  directly or  indirectly,  of (A) the surviving  corporation  in any such
merger or other business  combination;  (B) the purchaser of or successor to the
Company's  assets;  (C) both the surviving  corporation and the purchaser in the
event of any combination of Transactions;  or (D) the parent company owning 100%
of such surviving  corporation,  purchaser or both the surviving corporation and
the purchaser, as the case may be; or

                                       3

          (c)  within  any  twenty-four  month  period,  the  persons  who  were
directors  immediately  before the  beginning  of such  period  (the  "Incumbent
Directors") shall cease (for any reason other than death) to constitute at least
a majority of the Board of Directors or the board of directors of a successor to
the  Company.  For this  purpose,  any  director  who was not a director  at the
beginning  of such period  shall be deemed to be an  Incumbent  Director if such
director was elected to the Board of Directors by, or on the  recommendation  of
or with the approval of, at least two-thirds of the directors who then qualified
as Incumbent  Directors  (so long as such director was not nominated by a person
who  commenced  or   threatened  to  commence  an  election   contest  or  proxy
solicitation  by or on behalf of a Person (other than the Board of Directors) or
who has entered  into an agreement to effect a Change of Control or expressed an
intention to cause such a Change of Control); or

          (d) a  majority  of the  members of the Board of  Directors  in office
immediately prior to a proposed  transaction  determine by a written  resolution
that such proposed transaction, if taken, will be deemed a Change of Control and
such proposed transaction is consummated.

     2.8 "Code" means the Internal Revenue Code of 1986, as amended.

     2.9 "Committee" means the Executive  Compensation Committee of the Board of
Directors, which shall administer the Plan in accordance with Article VIII.

     2.10 "Company" means Kerr-McGee Corporation, or any successor thereto.

     2.11 "Credited  Service" means,  except as modified in other  provisions of
the Plan,  the total period of a  Participant's  service with the Company or its
Affiliates  as an  employee,  computed in  completed  months,  until his date of
actual retirement or termination of employment or, where applicable,  until such
other date as is specified hereunder; provided:

          (a) any complete  calendar  month that the  Participant is absent from
the service of the Company or an Affiliate  shall be excluded  from his Credited
Service unless he receives regular compensation from the Company or an Affiliate
as an employee for all or any portion of such month; provided, however, that any
absence due to the  employee's  engagement in military  service will,  except as
provided below,  be included in his Credited  Service if such absence is covered
by a leave of absence  granted by the Company or an Affiliate or is by reason of
compulsory military service and provided that such Participant is entitled under
applicable  Federal laws to reemployment by the Company or an Affiliate upon his
discharge  from active duty and he returns to the active  service of the Company
or an  Affiliate  within the  period of time  during  which he has  reemployment
rights under  applicable  Federal law or within 60 days from and after discharge
or separation from such engagement if no Federal law is applicable;

          (b) Credited Service shall never be calculated in a manner which would
result in a duplication  of credit for any service of any  Participant  with the
Company or an Affiliate; and

                                       4

          (c) Except for the  determination of eligibility  under Section 4.1(a)
hereof,  Credited  Service  shall not include  service as an employee  after the
Participant has reached his Normal Retirement Date.

     2.12 "Disability"  means a mental or physical condition which qualified the
Participant  as being  disabled  for purposes of any of the plans or programs of
the Company or an Affiliate that employs the  Participant  under which benefits,
compensation,  or awards are contingent  upon a finding of disability or, in the
opinion of the  Committee,  causes the  Participant  to be unable to perform his
usual  duties  for the  Company or an  Affiliate.  Such a  Participant  shall be
considered as suffering a Disability for benefit entitlement purposes regardless
of whether the  Participant's  employment with the Company or its Affiliates has
actually terminated.

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

     2.14 "Final  Average  Monthly  Pay" means the same amount as is  determined
under the  Retirement  Plan except that any portion of a bonus or salary that is
deferred  under a deferred  compensation  plan  maintained by the Company or its
Affiliates  shall be included for purposes of determining  Final Average Monthly
Pay.  These  amounts shall be included in the calendar year for which the amount
could have been  received  by the  Participant  whether  or not the  Participant
elects to defer such  compensation.  Deferred  compensation shall be excluded in
the calendar year actually  paid. The foregoing  notwithstanding,  Final Average
Monthly  Pay  shall  exclude  all  compensation  received  or  deferred  after a
Participant's Normal Retirement Date.

     2.15 "Good Reason" means the occurrence of any of the following without the
Participant's written consent expressly waiving the rights provided hereunder:

          (a) any material and adverse diminution of the Participant's duties or
responsibilities  with  the  Company  or its  Affiliate  from  those  in  effect
immediately prior to the Change of Control.

          (b) any  reduction  in the  Participant's  annual  base  salary or any
adverse change in bonus  opportunity or  participation in cash bonus programs in
effect immediately prior to the Change of Control.

          (c) any requirement  that Participant be based at a location more than
35 miles from the location at which the Participant was based  immediately prior
to the  Change of Control  (or a  substantial  increase  in the amount of travel
Participant is required to do because of a relocation of the executive offices);

          (d) any  failure by the Company to obtain  from any  successor  to the
Company an agreement  reasonably  satisfactory  to the Participant to assume and
perform this Plan; or

          (e) any  amendment,  reduction  or  termination  of any benefit  plan,
program or arrangement,  which has the effect of causing the Participant to have
benefits  which  are not  substantially  similar,  in the  aggregate,  to  those
benefits provided to the Participant immediately prior to the Change of Control.

                                       5

          Notwithstanding the foregoing,  in the event Participant  provides the
Company with a notice of termination ("Notice of Termination")  referencing this
Section  2.15(e),  the Company shall have 30 days thereafter in which to cure or
resolve  the  behavior  otherwise  constituting  Good  Reason.  Any  good  faith
determination  by Participant  that Good Reason exists shall be presumed correct
and shall be binding upon the Company.

          Any purported termination of the Participant's  employment (other than
on account of  Participant's  death) with the Company or its Affiliate,  if such
termination  occurs  after  the  occurrence  of a  Change  of  Control  or under
circumstances  specified above, shall be communicated by a Notice of Termination
to the Participant,  if such termination is by the Company or its Affiliate,  or
to the Company or its Affiliate, if such termination is by the Participant.  For
purposes of this Agreement,  "Notice of Termination" shall mean a written notice
which shall indicate the specific  termination  provision  relied upon and shall
set forth in reasonable detail the facts and circumstances  claimed to provide a
basis for termination of the  Participant's  employment  under the provisions so
indicated.  For purposes of this Plan, no purported termination of Participant's
employment with the Company or its Affiliate  shall be effective  without such a
Notice of Termination having been given.

     2.16 "Monthly Offset Amount"  determined as of any specified date means the
sum of:

          (a) the monthly amount of retirement  income or other benefit which is
payable to or on behalf of the Participant on or after such specified date under
any qualified defined benefit pension plan maintained by the Company;

          (b) the monthly  amount of  retirement  income or other  benefit which
represents a "Restored  Defined  Benefit Plan Benefit" within the meaning of the
Kerr-McGee  Corporation Benefits Restoration Plan and is payable to or on behalf
of the Participant on or after such specified date under such Restoration  Plan;
and

          (c) the Anticipated Monthly Primary Insurance Amount.

     If the retirement  income or other benefit  described in (a) through (c) is
payable to the  Participant  in a form other than a straight life annuity,  such
retirement  income  or  other  benefit  shall  be  converted  to an  Actuarially
Equivalent amount that is payable in the form of a straight life annuity.

     If the retirement  income or other benefit  described in (a) through (c) is
due to  commence  at a date  that is  subsequent  to the  specified  date,  such
retirement  income  or  other  benefit  shall  be  converted  to an  Actuarially
Equivalent  amount  that is  payable  in the  form of a  straight  life  annuity
beginning at such specified date.

     If the Participant  has received all or a portion of the retirement  income
or other benefit  described in (a) through (c) prior to such specified date, the
amount that he has received  prior to such  specified date shall be converted to
an Actuarially  Equivalent amount that is payable in the form of a straight life
annuity  beginning at such specified  date and shall be added to the amount,  if
any, of the  retirement  income  described in (a) through (c) that is payable to
him on and after such specified date.

                                       6

     Any provisions  above to the contrary  notwithstanding,  the Monthly Offset
Amount  that is applied in  determining  the  amount of the  monthly  retirement
income that is payable  under Section  4.2(b)  hereof to a disabled  Participant
prior to his  attainment of the age of 52 years shall be equal to the sum of the
amounts described in (a) through (c) that the Committee anticipates that he will
actually  receive  during each such month.  The Monthly  Offset  Amount shall be
redetermined as of the first day of the month  coincident with or next following
the date on which such Participant attains the age of 52.

     2.17 "Normal  Retirement  Date" means the first day of the month coincident
with or next  following  the date on which a  Participant  attains the age of 65
years.

     2.18  "Participant"  means any key senior  executive  of the  Company or an
Affiliate who is  participating in the Plan in accordance with the provisions of
Article III.

     2.19  "Plan"  means  this  Kerr-McGee  Corporation  Supplemental  Executive
Retirement Plan, as set forth herein and as it may be amended from time to time.
The Plan's "plan year" is the calendar year.

     2.20 "Retirement Plan" means the Kerr-McGee Corporation Retirement Plan, as
amended from time to time, or any successor plan.

     2.21  "Superseded  Plan"  means  the  Kerr-McGee  Corporation  Supplemental
Executive  Retirement  Plan as in effect  from  January 1, 1991,  through May 2,
1994, and such amended and restated plan as in effect from May 3, 1994,  through
February 25, 1999, collectively or distributively as the context may indicate.

                                   ARTICLE III.
                                  PARTICIPATION

     3.1 Participation  Participation in this Plan shall be limited to those key
senior  executives  of the  Company or its  Affiliates  who are  recommended  by
management for  participation  in the Plan and are designated as Participants in
the Plan by the Committee.


     No person shall have the right to be selected as a Participant.  Prior to a
Change of Control,  a person who is selected to be a Participant may be deprived
of that status by the  Committee at any time prior to his  attainment  of age 52
and  completion  of five years of Credited  Service,  except  while  suffering a
Disability.  If a  Participant  terminates  employment  with the  Company or its
Affiliate  for any  reason  at any  age,  the  individual  shall  not  become  a
Participant again if he is subsequently rehired unless he is then again selected
to participate in the Plan in accordance with this Section.

                                       7

                                  ARTICLE IV.
                                    BENEFITS

     4.1 Eligibility  for Benefits.  A Participant  shall,  subject to the other
provisions  of this Plan,  be eligible for a benefit as described in Section 4.2
if:

          (a) he terminates  from the service of the Company or its Affiliate on
or after his  attainment of the age of 52 years and  completion of five years of
Credited Service;

          (b) he  terminates  from the service of the  Company or its  Affiliate
before his  attainment  of the age of 52 years and  completion  of five years of
Credited  Service and, in the sole opinion of the Committee,  it would be in the
best interest of both the Company or its Affiliate and the  Participant  for the
Participant to receive a benefit under the Plan;

          (c) his active service with the Company or its Affiliate is terminated
prior  to his  attainment  of  the  age of 52  years  and  the  reason  for  his
termination is, in the opinion of the Committee, because of his Disability;

          (d) his service with the Company or its Affiliate is terminated by the
Company  or its  Affiliate  for any  reason,  other  than for  Cause,  or by the
Participant  for Good Reason during the period starting with a Change of Control
and ending on the later of the second anniversary thereof or other expiration of
the remaining period of the Participant's  employment term, determined as of the
date of the  Change of Control  under a written  employment  agreement  or other
written  agreement,  if any,  under  which  he is  serving  the  Company  or its
Affiliate; or

          (e)  his  service  is  terminated  because  of  his  death  after  the
completion of five years of Credited Service.

     A  Participant  who retires or whose  service is  terminated  other than as
specified  in  Subsections  (a) through (e) shall not be entitled to any benefit
under the Plan.

     4.2 Amount of Benefits. The benefits provided under the Plan on behalf of a
Participant  who is eligible for a benefit  under the  provisions of Section 4.1
shall be determined in accordance with the following  provisions of this Section
4.2. If in the Committee's  sole opinion there are  circumstances  which warrant
the  payment  of a larger  benefit  to a  Participant  than  otherwise  would be
computed  hereunder,  such benefit may be increased.  Such  percentage  may not,
however, be increased to exceed 65% of Final Average Monthly Pay. The Committee,
in its sole discretion,  may also, decrease the Monthly Offset Amount and/or the
actuarial  reduction  required  under  this  Section.  Except  in  the  case  of
Disability benefits, the amounts described below are only payable as Actuarially
Equivalent  lump sums,  despite being  described  below for benefit  computation
purposes as life annuities.

                                       8

          (a)  Retirement:  The benefit  provided under the Plan on behalf of an
eligible Participant described in Sections 4.1(a) or 4.1(b) who retires from the
service of the Company or its  Affiliate  shall be a monthly  retirement  income
payable to him for life commencing on the first day of the month coincident with
or next  following the date of his  retirement in an amount equal to the excess,
if any, of;

               (i) an amount determined by multiplying the years and fraction of
     years of the Participants  Credited Service by 2.5% subject to a minimum of
     40% and a maximum of 65% for such product,  multiplying such product by the
     Participant's  Final Average Monthly Pay, and  multiplying  such product by
     the Early Retirement Factor specified in the schedule below, based upon the
     Participant's attained age at the date of his retirement; over

               (ii) his Monthly  Offset Amount  determined as of the date of his
     retirement or, in the case of a Participant who retires after attaining age
     65, any earlier date the Committee in its sole discretion elects to use.


                                       or


                          (i) - (ii) = Benefit Received


             Attained Age on                     Early Retirement
             Retirement Date                          Factor
             ---------------                     ----------------
               60 or older                             100%
                    59                                  95%
                    58                                  90%
                    57                                  85%
                    56                                  80%
                    55                                  75%
                    54                                  70%
                    53                                  65%
                    52                                  60%

     Straight line interpolation  between the next higher age and next lower age
shall be used to determine the Early Retirement Factor to the nearest month that
applies to a  Participant  whose  attained age on his  retirement  date is not a
whole number of years.

          (b) Termination Due to Disability: The benefit provided under the Plan
on behalf of an eligible  Participant  described in Section  4.1(c) whose active
service is terminated  prior to his  attainment of the age of 52 years by reason
of Disability shall be determined as follows.

     Monthly Income Provided:  The amount of monthly  retirement income provided
under this Section 4.2(b) shall be equal to the excess, if any, of:

                                       9

               (i) an amount determined by multiplying the years and fraction of
     years of the Participant's  anticipated  Credited Service  determined as if
     the  Participant  had  continued  in active  service with the Company or an
     Affiliate  until  retirement  at age 52 by 2.5% subject to a minimum of 40%
     and a maximum  of 65% for such  product,  multiplying  such  product by the
     Participant's  Final Average Monthly Pay, and  multiplying  such product by
     the  Early  Retirement   Factor  specified  in  Section  4.2(a)  above  for
     retirement at age 52; over

               (ii) his Monthly  Offset Amount  determined as of (1) the date of
     each payment with  respect to payments due prior to his  attainment  of the
     age of 52 years and (2) his  attainment of the age of 52 years with respect
     to payments due after his attainment or such age.


                                       or


                          (i) - (ii) = Monthly Benefit


          Such amount of monthly  retirement  income shall commence on the first
day of the month  coincident  with or next  following the date of termination of
such Participant's  active service due to Disability and shall be payable to him
for life;  provided,  if, in the opinion of the committee,  the  Participant has
recovered  from his  Disability  prior to his attainment of the age of 52 years,
such monthly retirement income shall cease with the payment due on the first day
of the month immediately  preceding the date as of which the Committee deems the
Participant to have recovered from his Disability.  If the  Participant  resumes
active duties for the Company or an Affiliate  immediately  after his Disability
ceases, he shall remain a Participant.  If he does not immediately resume active
duties for the Company or an Affiliate, he shall cease to be a Participant.  The
lump-sum  form of payment  described  in Section 5.1 hereof shall not apply with
respect to the payments  provided under this Section 4.2(b) prior to the date as
of which  the  Participant  will  attain  the age of 52  years,  but a  Disabled
participant  who  attains  the  age of 52  years  without  recovering  from  his
Disability shall receive a lump-sum payment under Section 5.1 upon attaining age
52.

          (c) Termination Due to Change of Control:  The benefit  provided under
the Plan on behalf of an eligible Participant described in Section 4.1(d), shall
be equal to a monthly retirement  income,  payable to him for life commencing on
the  first  day of the  month  coincident  with or next  following  the  date of
termination of his service, in an amount equal to the excess, if any of:

               (i) an amount determined by multiplying the years and fraction of
     years of the Participant's Credited Service by 2.5% subject to a minimum of
     40% and a maximum of 65% for such product,  multiplying such product by the
     Participant's  Final Average Monthly Pay, and  multiplying  such product by
     the Early Retirement  Factor specified in Section 4.2(a) above based on the
     Participant's attained age as of the date of his termination of service; or
     if the  Participant's  attained  age as of the date of his  termination  of
     service is less than age 52, by the product of the Early Retirement  Factor
     specified in Section  4.2(a) above for retirement at age 52 multiplied by a
     factor  which will  convert a monthly  retirement  income  payable for life
     commencing  at  age  52 to an  Actuarially  Equivalent  amount  of  monthly
     retirement income payable for life commencing at the Participant"  attained
     age as of the date of his termination of service; over

                                       10

               (ii)  his  Monthly  Offset  Amount  determined  as of the date of
     termination of his service.

                                       or

                          (i) - (ii) = Monthly Benefit

                  Notwithstanding anything to the contrary, following a Change
of Control, each Participant described in Section 4.1(d) shall upon termination
of employment following a Change of Control have a nonforfeitable right to
benefits under the Plan. For purposes of computing such benefits under this
Section 4.2(c) (but not under Section 4.2(d), each such Participant shall be
credited with five additional years of Credited Service (but Credited Service
shall not exceed the anticipated Credited Service at Normal Retirement Date) and
five years shall be added to the Participant's age for determining any reduction
for commencement prior to age 60.

          (d) Termination Due to Death:  The benefit  provided under the Plan on
behalf of an eligible Participant who is either described in Section 4.1(e) or a
Disabled  Participant  who dies prior to attaining  age 52 shall be equal to the
monthly retirement income, payable to the Beneficiary for life commencing on the
first day of the  month  coincident  with or next  following  the  Participant's
death,  which  can  be  provided  on an  Actuarially  Equivalent  basis  by  the
actuarially   computed  present  value,   determined  as  of  the  date  of  the
Participant's  death,  of the monthly  retirement  income computed under Section
4.2(c);  provided,  the Participant's date of death shall be used in lieu of his
date of  termination  of service.  Final Average  Monthly Pay and Monthly Offset
Amounts shall be determined as of the date of the Participant's death.  Credited
Service shall be the greater of the amount determined at the Participant's death
and the amount  determined as if the Participant had continued in active service
with the Company or its Affiliate until retirement at age 60. In the case of the
death of a Disabled  Participant,  the  benefit  shall be  computed as if he had
remained in the active  service of the Company or its Affiliate  until his death
and his Final  Average  Monthly Pay at the date of his death was the same as his
Final Average  Monthly Pay at the date of his  termination of active service due
to Disability.  The lump-sum  amount due under this Section shall be paid to the
Participant's Beneficiary promptly following the Participant's death.

     4.3 Benefit Limits.  Notwithstanding  anything to the contrary, the benefit
provided under this Plan before reduction for  commencement  prior to age 60 and
before reduction for the  Participant's  Monthly Offset Amount shall not be less
than 40%, nor more than 65% of Final Average Monthly Pay.

                                       11

                                   ARTICLE V.
                                 FORM OF PAYMENT

     5.1 Single Payment (Lump-Sum) Tax Equalization  Payments.  The life annuity
benefits  described  in Article IV are merely set forth in the Plan to establish
lifetime  income  replacement  targets for  Participants.  Except as to benefits
payable on account of  Disability  under  Section  4.2(b)  prior to age 52, cash
benefits  payable  under this Plan shall be paid as an  immediate  tax-equalized
amount all at one time (in the form of a lump sum  payment),  to be paid as soon
as practicable, as determined by the Committee,  following the occurrence of the
event which makes the benefit payable.  The amount of the lump sum payment shall
be  calculated  as  follows:  the amount  shall  equal the amount  that would be
required to pay the single premium (plus the federal and state income taxes that
would be due on such single premium if it were paid to the recipient in the form
of a lump sum payment) for a single-life annuity, commencing on the first day of
the  calendar  month  following  the  Participant's  termination  of service (or
attainment of age 52 in the case of Disability)  which caused the benefits to be
payable  (the  "Annuity  Commencement  Date") in an amount  equal to the monthly
annuity described in the following sentence. The amount of monthly annuity to be
used in determining  the single premium  described  above shall be equal to that
amount that would enable the recipient to have the same amount of monthly income
remaining,  after the payment of federal and state  income taxes on such monthly
income (and  taking  into  account  the  exclusion  ratio  within the meaning of
Section  72(b) of the Code that would apply if such income were being paid under
an annuity  purchased by the recipient from an insurance  company),  as he would
have  remaining,  after the payment of federal and state income taxes on monthly
income  payments,  if the monthly  lifetime income to which he is entitled under
the Plan were payable directly from the Company or its Affiliates  commencing on
the Annuity  Commencement Date. The federal and state income taxes that would be
due on such single premium and monthly incomes described above shall be based on
the maximum tax rates that are in effect  during the calendar  year during which
the Annuity  Commencement Date occurs or upon such other tax rates which, in the
opinion  of the  Committee  based on the  circumstances  of the  recipient,  are
appropriate  with respect to the recipient for such  calendar  year.  The single
premium  determined  under this Section that is required to purchase the monthly
annuity  described  above  shall be equal to the  lump-sum  amount that would be
required to purchase such monthly annuity at the Annuity  Commencement Date from
an insurance or annuity company selected by the Committee that has a rate of AA+
or better by a recognized rating agency selected by the Committee.

                                  ARTICLE VI.
                             LIMITATIONS ON BENEFITS

     6.1 Limitations Due to Code Section 280G. Any provisions of Articles IV and
V above to the contrary  notwithstanding,  the benefits  under the Plan shall be
reduced,  but only to the extent  necessary,  so that no portion  thereof  shall
constitute an "excess parachute  payment," within the meaning of Section 280G of
the Code,  that is subject to the  excise  tax  imposed by Section  4999 of said
Code; provided,  however, that such a reduction will apply only if, by reason of
such reduction,  the amount of the  Participant's  Net After Tax Benefit exceeds
the amount of the Net After Tax Benefit that would apply if such  reduction were
not made.  For the  purpose of this  Section,  the  Participant's  Net After Tax
Benefit  shall be  equal  to the sum of (i) the  total  amounts  payable  to the
Participant under this Plan, plus (ii) all other payments and benefits which the
Participant  receives  or is  entitled  to  receive  from  the  Company  or  any
subsidiary  (within the meaning set forth in rule 12b-2 of the General rules and
Regulations  promulgated under the Securities  Exchange Act of 1934, as amended)
of the  Company  or for any other  reason or from any other  source  that  would
constitute a "parachute payment" within the meaning of Section 280G of the Code,
less  (iii) the amount of  federal  income  taxes  payable  with  respect to the
foregoing  calculated at the maximum  marginal  income tax rate for each year in
which the  foregoing  shall be paid to the  Participant  (based upon the rate in
effect for such year, as set forth in the Code at the time of termination of his
employment),  less (iv) the amount of excise  taxes  imposed with respect to the
payments  and  benefits  described  in (i) and (ii) above by Section 4999 of the
Code.  The  calculations  under this  Section  shall be made,  at the  Company's
expense,  by  the  Committee  and  the  Participant.  If  no  agreement  on  the
calculations  is  reached  within  five days of the date of  termination  of the
Participant's  service, then the Participant and the Committee will agree to the
selection of an accounting firm to make the calculations. If no agreement can be
reached  regarding  the  selection of an accounting  firm,  the Committee  shall
select  a major  national  accounting  firm  which  has  offices  in at least 15
principal  cities  in the  United  States  and which  has no  current  or recent
business   relationship   with  the  Company  or  with  the   Participant.   The
determination  of any such firm selected by the Committee will be conclusive and
binding on all parties.

                                       12

     6.2 Termination  for Cause. If a Participant's  service with the Company or
its  Affiliates is  terminated  for Cause,  the  Committee  may  terminate  such
Participant's interest and benefits under this Plan, notwithstanding anything in
Section 9.1 to the contrary.

                                  ARTICLE VII.
                             PROVISIONS FOR BENEFITS

     7.1  Provisions  for  Benefits.   Benefits  provided  by  this  Plan  shall
constitute  general  obligations  of the Company and its Affiliates and shall at
all times be subject to the claims of the general  creditors  of the Company and
its Affiliates if such Affiliate is also is the employer of the Participant,  in
accordance  with the terms hereof.  No amounts in respect of such benefits shall
be set aside or held in trust and no  recipient  of any  benefit  shall have any
right to have the benefit paid out of any  particular  assets of the Company and
its  Affiliates;  provided,  however,  that nothing herein shall be construed to
prevent  a  transfer  of funds to a  grantor  trust  for the  purpose  of paying
benefits or any part thereof as directed by the Committee under this Plan.

                                 ARTICLE VIII.
                                 ADMINISTRATION

     8.1  Administration  by  Committee.  The Executive  Compensation  Committee
shall,  unless otherwise  determined by the Board of Directors,  administer this
Plan. The Committee shall be the "plan  administrator" with respect to the Plan.
The Company shall be the "named fiduciary" of the Plan.

     8.2 Rules of Conduct.  The Committee shall adopt such rules for the conduct
of its business and the  administration of this Plan as it considers  desirable,
provided they do not conflict with the provisions of this Plan.

                                       13

     8.3 Legal,  Accounting,  Clerical and Other  Services.  The  Committee  may
authorize  one or more if its  members or any agent to act on its behalf and may
contract for legal,  accounting,  clerical and other  services to carry out this
Plan. All expenses of the Committee shall be paid by the Company.

     8.4 Records of Administration.  The Committee shall keep records reflecting
the administration of this Plan which shall be subject to audit by the Company.

     8.5 Expenses.  The expenses of administering the Plan shall be borne by the
Company.

     8.6 Indemnification.  The officers and directors of the Company, members of
the  Committee,  and any  employees  of the  Company  who  administer  the  Plan
(including  in-house  counsel who interprets the Plan) shall be indemnified  and
held harmless by the Company against and from any and all loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by them in connection
with or resulting from any claim,  action, suit, or proceeding to which they may
be a party or in which they may be  involved  by reason of any  action  taken or
failure to act under this Plan and against and from any and all amounts  paid by
them in  settlement  with  the  Company's  written  approval  or paid by them in
satisfaction  of a  judgment  in any  such  action,  suit,  or  proceeding.  The
foregoing  provision  shall not be applicable  to any person if the loss,  cost,
liability, or expense is due to such person's fraud or willful misconduct.

     8.7  Liability.  No member of the Board of  Directors  or of the  Committee
shall be liable for any act or action, whether of commission or omission,  taken
by any other member, or by any officer,  agent, or employee of the Company or of
any such  body,  nor,  except in  circumstances  involving  his bad  faith,  for
anything done or omitted to be done by himself.

     8.8 Claims Review  Procedures.  The following claim  procedures shall apply
until  such  time  as a  Change  of  Control  has  occurred.  Thereafter,  these
procedures  shall  apply  only  to  the  extent  the  claimant   requests  their
applications:

          (a) Denial of Claim.  If a claim for  benefits is wholly or  partially
denied,  the claimant  shall be given  notice in writing of the denial  within a
reasonable time after the receipt of the claim, but not later than 90 days after
the  receipt  of  the  claim.  However,  if  special  circumstances  require  an
extension,  written  notice of the extension  shall be furnished to the claimant
before the  termination  of the 90-day  period.  In no event shall the extension
exceed a period of 90 days after the  expiration of the initial  90-day  period.
The notice of the denial shall  contain the following  information  written in a
manner that may be understood by a claimant:

               (i) the specific reasons for the denial;

               (ii) specific reference to pertinent Plan provisions on which the
     denial is based;

               (iii) a description  of any  additional  material or  information
     necessary for the claimant to perfect his claim and an  explanation  of why
     such material or information is necessary;

                                       14

               (iv) an explanation  that a full and fair review by the Committee
     of  the  denial  may  be  requested  by  the  claimant  or  his  authorized
     representative  by filing a written request for a review with the Committee
     within 60 days after the notice of the denial is received; and

               (v) if a  request  for  review  is  filed,  the  claimant  or his
     authorized  representative may review pertinent documents and submit issues
     and  comments  in writing  within the 60-day  period  described  in Section
     8.8(a)(iv).

          (b) Decisions After Review. The decision of the committee with respect
to the review of the denial shall be made  promptly,  but not later than 60 days
after the  Committee  receives the request for the review.  However,  if special
circumstances  require an extension  of time,  a decision  shall be rendered not
later  than 120 days after the  receipt of the  request  for  review.  A written
notice  of the  extension  shall  be  furnished  to the  claimant  prior  to the
expiration of the initial 60-day  period.  The claimant shall be given a copy of
the decision,  which shall state, in a manner calculated to be understood by the
claimant,  the specific  reasons for the  decision and specific  reasons for the
decision and specific  references to the pertinent Plan  provisions on which the
decision is based.

          (c) Other  Procedures.  Notwithstanding  the foregoing,  the Committee
may, in its discretion,  adopt different procedures for different claims without
being bound by past actions. Any procedures adopted,  however, shall be designed
to afford a claimant a full and fair  review of his claim and shall  comply with
applicable regulations under ERISA.

     8.9  Finality of  Determinations;  Exhaustion  of  Remedies.  To the extend
permitted by law,  decisions  reached under the claims  procedures  set forth in
Section  8.8 shall be final and  binding  on all  parties.  No legal  action for
benefits  under the Plan shall be  brought  unless  and until the  claimant  has
exhausted his remedies under Section 8.8. In any such legal action, the claimant
may only present  evidence and theories which the claimant  presented during the
claims  procedure.  Any claims which the claimant  does not in good faith pursue
though  the  review  stage of the  procedure  shall be  treated  as having  been
irrevocably  waived.  Judicial  review of a  claimant's  denied  claim  shall be
limited  to a  determination  of whether  the denial was an abuse of  discretion
based on the evidence and  theories  the  claimant  presented  during the claims
procedure.  This Section shall have no application following a Change of Control
as to a claim  which is first  asserted  or first  denied  after  the  Change of
Control and, as to such a claim,  the de novo standard of judicial  review shall
apply.

     8.10  Effect of  Fiduciary  Action.  The Plan shall be  interpreted  by the
Committee and all Plan  fiduciaries in accordance with the terms of the Plan and
their intended meanings.  However,  the Committee and all Plan fiduciaries shall
have the discretion to make any findings of fact needed in the administration of
the Plan,  and shall have the  discretion  to interpret  or construe  ambiguous,
unclear  or  implied  (but  omitted)  terms  in  any  fashion  they  deem  to be
appropriate  in their sole  judgment.  The validity of any such finding of fact,
interpretation,  construction  or decision  shall not be given de novo review if
challenged in court,  by arbitration or in any other forum,  and shall be upheld
unless clearly arbitrary or capricious.  To the extent the Committee or any Plan
fiduciary  has  been  granted  discretionary   authority  under  the  Plan,  the
Committee's  or Plan  fiduciary's  prior  exercise of such  authority  shall not
obligate it to exercise its authority in a like fashion  thereafter.  If, due to
errors in drafting,  any Plan provision does not accurately reflect its intended
meaning,  as  demonstrated  by consistent  interpretations  or other evidence of
intent, or as determined by the Committee in it sole and exclusive judgment, the
provision  shall  be  considered  ambiguous  and  shall  be  interpreted  by the
Committee and all Plan fiduciaries in a fashion  consistent with its intent,  as
determined by the Committee in its sole discretion.  The Committee,  without the
need for Board of Directors' approval,  may amend the Plan retroactively to cure
any such ambiguity. This Section may not be invoked by any person to require the
Plan to be interpreted in a manner which is inconsistent with its interpretation
by the  Committee  or by  any  Plan  fiduciaries.  All  actions  taken  and  all
determinations  made in good faith by the Committee or by Plan fiduciaries shall
be final and binding  upon all  persons  claiming  any  interest in or under the
Plan.  This  Section  shall not  apply to  fiduciary  or  Committee  actions  or
interpretations which take place or are made following a Change of Control.

                                       15

     8.11  Effect  of  Mistake.  If, in the sole  opinion  of the  Committee,  a
material  mistake or  misstatement as to the eligibility of a Participant or the
amount  of  benefit  payments  made  or  to be  made  to or  with  respect  to a
Participant occurs, the Committee shall, if possible,  cause an adjustment to be
made so as to correct  such  mistake and provide the correct  amount of payments
with respect to such Participant.

                                  ARTICLE IX.
                               GENERAL PROVISIONS

     9.1 Plan Amendment,  Suspension and/or Termination.  The Board of Directors
may,  by  resolution,  in its  absolute  discretion,  from time to time,  amend,
suspend or terminate in whole or in part,  and if  terminated,  reinstate any of
all of the  provisions  of this Plan,  except that no  amendment  suspension  or
termination  may  apply so as to  decrease  the  amount  then  payable  (1) to a
Participant who already has at least attained his sixty-second birthday, (2) the
Disability  benefits  payable to a Participant who, at the time the amendment is
adopted,  is  receiving   Disability   benefits,   or  (3)  the  Beneficiary  or
Beneficiaries  of a  deceased  Participant  who died  before  the  amendment  is
adopted.  Any such amendment,  suspension or terminations shall become effective
on such date as shall be specified in such  resolution  and, except as expressly
limited in this Section 9.1, shall include provisions and shall have such effect
as  the  Board  of  Directors  in  its  absolute  discretion,  deems  desirable.
Notwithstanding the foregoing,  on or after a Change of Control,  any amendment,
suspension  or  termination  of the Plan shall not apply to any  Participant  or
Beneficiary  in any way in  which  the  Participant  or  Beneficiary  reasonably
considers  to be  personally  detrimental  if the  Participant  objects  to such
application in writing  within thirty days after notice of the amendment  unless
the  Participant  or  Beneficiary   theretofore  had  consented,  or  thereafter
consents, to the amendment in writing.

     9.2 Plan Not an  Employment  Contract.  The Plan is  strictly  a  voluntary
undertaking  on the part of the  Company  and shall not  constitute  a  contract
between the Company or its Affiliates and any employee, or consideration for, or
an inducement or condition of, the employment of an employee.  Nothing contained
in the Plan shall give any  employee  the right to be retained in the service of
the Company or its  Affiliates or to interfere with or restrict the right of the
Company or its Affiliates,  which is hereby expressly reserved,  to discharge or
retire  any  employee  at any time for any  reason not  prohibited  by  statute,
without  the  Company or its  Affiliates  being  required  to show cause for the
termination.  Inclusion  under the Plan will not give any  employee any right or
claim to any benefit  hereunder except to the extend such right has specifically
become  fixed  under  the  terms  of  the  Plan.  The  doctrine  of  substantial
performance   shall  have  no   application   to  employees,   Participants   or
Beneficiaries. Each condition and provision, including numerical items, has been
carefully considered and constitutes the minimum limit on performance which will
give rise to the applicable right.

                                       16

     9.3  Non-alienation of Benefits.  Except as provided in this Section and to
the extent permitted by law, benefits payable under this Plan shall not, without
Committee consent, be subject in any manner to anticipation,  alienation,  sale,
transfer,  assignment, pledge, encumbrance,  charge, garnishment,  execution, or
levy of any kind,  either voluntary or involuntary.  An unauthorized  attempt to
charge or otherwise dispose of any right to benefits payable shall be subject to
seizure by legal process resulting from any attempt by creditors of or claimants
against  any  Participant  (or  Beneficiary),  or any person  claiming  under or
through  the   foregoing,   to  attach  his  interest   under  this  Plan.   The
anti-alienation  restrictions  of this  Section  shall not  apply to  "qualified
domestic  relations  order"  described in Section 206(d) of ERISA. The Committee
shall establish  procedures to determine  whether domestic  relations orders are
"qualified domestic relation orders" and to administer  distributions under such
qualified  domestic relation orders.  Nothing in this Section shall preclude the
Company or its Affiliates from withholding from amounts payable to a Participant
or his Beneficiary  under this Plan amount the  Participant  owes the Company or
its Affiliates,  as the case may be. Following a Change of Control,  the Company
or its  Affiliates  shall not be  entitled  to  withhold  amounts  in the manner
described in the preceding sentence.

     9.4  Accelerated  Payment.  In connection  with  termination of the Plan or
otherwise,  the  Committee  may  elect to  accelerate  the time for  payment  of
benefits to any  Participant,  in which case the Company or its Affiliates shall
pay the  Participant  the  amount,  if any,  that  would  then be payable to the
Participant if he then terminated  employment with the Company or its Affiliates
other than for Cause.  If such a Participant is receiving  Disability  benefits,
the  Participant  may be paid  the  Actuarial  Equivalent  of (a) the  remaining
Disability  benefits he would have  received  prior to age 52 if those  benefits
continued  at the  level  then in  effect  and  (b) the  lump  sum  payment  the
individual  would have received at age 52 if he continued to receive  Disability
benefits until that time.

     9.5 Tax Consequences Not Guaranteed. The Company does not warrant that this
Plan will have any particular tax consequences for Participants or Beneficiaries
and  shall  not be liable to them if tax  consequences  they  anticipate  do not
actually occur.  The Company shall have no obligation to indemnify a Participant
or  Beneficiary  for lost tax  benefits  (or other  damage or loss) in the event
benefits are cancelled as permitted under Section 9.1, or are accelerated  under
Section 9.4 or because of change in Plan design or funding; e.g.,  establishment
of a "secular trust."

     9.6 Plan  Spinoffs.  If, prior to a Change of control,  all or a portion of
the  Company  is sold,  the  buyer  may,  with  the  Company's  consent,  assume
sponsorship of the portion of the Plan that covered a Participant  who transfers
to the  buyer's  employ.  The  Company  shall  thereafter  have  no  obligations
whatsoever  under this Plan with  respect to the portion of the Plan  assumed by
the buyer even if the buyer  fails to satisfy its  obligations  under this Plan.
For  example,  if  following  such an  assumption,  the  buyer is  unable to pay
benefits when due, the Company shall not be liable for such amounts.

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     9.7 Special Payment Situations.

          (a) Missing  Participant  or  Beneficiary.  Payment of benefits to the
person  entitled  thereto may be sent by first class  mail,  address  correction
requested, to the last knows address on file with the Committee.  If, within two
months from the date of issuance of the payment,  the payment  letter  cannot be
delivered to the person entitled thereto or the payment has not been negotiated,
the payment  shall be treated as forfeited.  However,  if the person to whom the
benefit  became  payable  subsequently  appears  and  identifies  himself to the
satisfaction of the Committee,  the amount forfeited  (without earnings thereon)
shall be distributed to the person entitled thereto.  The right of any person to
restoration  of a benefit  which was  forfeited  pursuant to this Section  shall
cease upon termination of the Plan.

          (b)  Private  Investigators.   If  the  Committee  retains  a  private
investigator  or other person or service to assist in locating a missing person,
all costs  incurred for such  services  shall be charged  against the benefit to
which the missing  person was believed to be entitled  and the benefit  shall be
reduced  by the  amount  of the costs  incurred,  except  as the  Committee  may
otherwise direct.

          (c) Delayed Payment.  Payments to Participants or Beneficiaries may be
postponed by the Committee until any anticipated  taxes,  expenses or amounts to
be paid under a  qualified  domestic  relations  order have been paid in full or
until it is  determined  that such charges  will not be imposed.  A payment to a
Participant or Beneficiary may also be delayed in the event payment might defeat
an adverse potential or asserted claim by some other person to the payment.  The
cost  incurred by the Company in dealing  with any such  adverse  claim shall be
charged against the benefit to which the claim relates,  except as the Committee
otherwise directs.

     9.8 Termination of Employment.

          (a) General Rule. A  Participant's  employment with the Company or its
Affiliates  shall terminate upon the first to occur of his  resignation  from or
discharge by the Company or its Affiliates (except as provided in subsection (c)
with  respect  to  business   dispositions)  or  his  death  or  retirement.   A
Participant's  employment  shall not terminate on account of an authorized leave
of absence,  disability  leave, sick leave,  vacation,  on account of a military
leave  described in  subsection  (b), or  transfers  between the Company and its
Affiliates.  However,  failure to return to work upon expiration of any leave of
absence,  sick leave,  disability  leave,  or  vacation  shall be  considered  a
resignation effective as of the expiration of such leave of absence, sick leave,
disability leave, or vacation.

          (b) Military  Leaves.  Any  Participant  who leaves the Company or its
Affiliates  directly to perform service in the Armed Forces of the United States
or in the United  States Public Health  Service under  conditions  entitling the
Participant  to  reemployment  rights,  as  provided  in the laws of the  United
States, shall be on military leave. A Participant's  military leave shall expire
if the  Participant  voluntarily  resigns  from the Company  and its  Affiliates
during the leave or if he fails to make application for reemployment  within the
period  specified by such law for the  preservation of reemployment  rights.  In
such  event,  the  individual's  employment  shall be  deemed  to  terminate  by
resignation on the date the military leave expired.

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          (c) Spinoffs. If a Participant ceases to be employed by the Company or
its Affiliates  because of the disposition by the Company or an Affiliate of its
interest in a subsidiary, plant, facility or other business unit or if an entity
which  employs a  Participant  ceases  to be an  Affiliate,  such  Participant's
employment  shall be  considered  terminated  for all Plan  purposes,  except as
provided below, upon the occurrence of such event. If the buyer assumes the Plan
with respect to the Participant,  his employment shall be considered  terminated
under the  circumstances  prescribed  under the Plan as then  maintained  by the
buyer  pursuant to the  provisions of Section 9.6. This Section 9.8(c) shall not
apply to the extent it is overridden by any contrary or  inconsistent  provision
in applicable sales documents or any related  documents,  whether adopted before
or after the sale and any such contrary or inconsistent  provision shall instead
apply and is hereby incorporated in the Plan by this reference.

     9.9 Duty to Provide Data.

          (a)  Data  Requests.  Every  person  with an  interest  in the Plan or
claiming  benefits  under the Plan shall  furnish the  Committee on a timely and
accurate  basis with such  documents,  evidence or  information  as it considers
necessary or desirable for the purpose of administering  the Plan. The Committee
may  postpone  payment of  benefits  (without  accrual of  interest)  until such
information and such documents have been furnished.

          (b) Addresses.  Every person  claiming a benefit under this Plan shall
give written  notice to the Committee of his post office address and each change
of post office address. Any communication, statement or notice addressed to such
a person at his latest post office address as filed with the Committee  will, on
deposit in the United States mail with postage prepaid,  be as binding upon such
person for all purposes of the Plan as if it had been received, whether actually
received or not. If a person  fails to give notice of his correct  address,  the
Committee,  the Company and its  Affiliates  and Plan  fiduciaries  shall not be
obliged to search for, or to ascertain, his whereabouts.

          (c)  Failure to Comply.  If  benefits  which are  otherwise  currently
payable  cannot be paid to the  person  entitled  to the  benefits  because  the
individual  has failed to comply  with this  Section  or other  Plan  provisions
relating to claims for  benefits,  any unpaid past due amount shall be forfeited
on the individual's death or presumed death.

     9.10 Tax  Withholding.  The  Company  or other  payor may  withhold  from a
benefit  payment under this Plan any Federal,  state or local taxes  required by
law to be withheld with respect to such payment and may withhold such sum as the
payor may  reasonably  estimate  as  necessary  to cover any taxes for which the
Company or any  Affiliate may be liable and which may be assessed with regard to
such payment.

     9.11 Incompetency. Any person receiving or claiming benefits under the Plan
shall be conclusively  presumed to be mentally competent until the date on which
the Committee receives a written notice, in an acceptable form and manner,  that
such person is  incompetent  and a guardian or other person  legally vested with
the care of his  estate  has been  appointed.  If the  Committee  finds that any
person to whom a  benefit  is  payable  under the Plan is unable to care for his
affairs  because of any  disability or infirmity  and no legal  guardian of such
person's estate has been appointed, any payment due may be paid to the spouse, a
child,  a parent,  a sibling,  or to any person  deemed by the Committee to have
incurred  expense for such person  otherwise to the spouse, a child, a parent, a
sibling,  or to any person deemed by the Committee to have incurred  expense for
such person otherwise  entitled to payment.  Any such payment so made shall be a
complete  discharge of any liability  therefore under the Plan. If a guardian of
the estate of any person receiving or claiming  benefits under the Plan shall be
appointed by a court of competent  jurisdiction,  benefit payments shall be made
to  such  guardian,   provided   proper  proof  of  appointment  and  continuing
qualification  is furnished in the form and manner  acceptable to the Committee.
Any  such  payment  so made  shall  be a  complete  discharge  of any  liability
therefore under the Plan.

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     9.12 Severability.  If any provision of the Plan is held invalid or illegal
for any reason,  any  illegality  or  invalidity  shall not affect the remaining
provisions  of the Plan,  and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been contained therein. The Company shall
have the  privilege  and  opportunity  to correct and remedy such  questions  of
illegality or invalidity by amendment.

     9.13 Governing  Law. This Plan is subject to the ERISA,  but is exempt from
most  parts  of  ERISA  since  it  is an  unfunded  deferred  compensation  plan
maintained for a select group of management or highly compensated employees.  In
no event shall any references to ERISA in the Plan be construed to mean that the
Plan is  subject  to any  particular  provisions  of  ERISA.  The Plan  shall be
governed and construed in accordance  with federal law and the laws of the State
of Oklahoma, except to the extent such laws are preempted by ERISA.

     IN WITNESS WHEREOF, Kerr-McGee Corporation has caused this Plan (as amended
and  restated)  to be duly  adopted and  executed,  effective as of February 26,
1999.

                                         KERR-McGEE CORPORATION


                                         By:(William E. Bradford)
                                            ---------------------------------
                                             William E. Bradford
                                             Director and Chair of the
                                             Executive Compensation Committee

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