Exhibit 10.8


                            SECOND SUPPLEMENT TO THE
                             KERR-McGEE CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 26, 1999
           (As it applies to Participants who were Participants in the
                  Oryx Energy Company Executive Retirement Plan
                            As of December 31, 1999)

(A)      Applicability of Second Supplement
         ----------------------------------

         (1) This Second Supplement to the Kerr-McGee  Corporation  Supplemental
             Executive Retirement Plan (the "Second Supplement") forms a part of
             the Kerr-McGee  Corporation  Supplemental Executive Retirement Plan
             as  in  effect  on  and  after  February  26,  1999  ("Plan").  The
             provisions  of this  Second  Supplement  shall  apply only to those
             Participants  who  were  Participants  in the Oryx  Energy  Company
             Executive  Retirement  Plan ("Oryx  Plan") as of December  31, 1999
             ("Former Oryx  Participants")  who became  Participants in the Plan
             effective  January  1, 2000  (hereinafter  referred  to as  "Second
             Supplement Participants").

         (2) There shall be no duplication  of benefits  provided under the Plan
             and this Second Supplement, and the actuarially equivalent benefits
             payable under one shall be inclusive of the actuarially  equivalent
             benefits  payable  under the  other  unless  specifically  provided
             otherwise in the provisions of the Plan or this Second Supplement.

         (3) All terms used in this Second  Supplement  shall have the  meanings
             assigned to them in the provisions of the Plan,  unless a different
             meaning is plainly required by the context.


(B)      Merger of Oryx Plan into the Plan Effective January 1, 2000
         -----------------------------------------------------------

         (1) The Oryx Plan had previously  been sponsored by Oryx Energy Company
             ("Oryx").  Oryx was merged with the Company effective  February 26,
             1999 (the  "Merger").  Due to the Merger,  the Company  assumed the
             Oryx Plan and obligations  thereunder including those to the Former
             Oryx Participants.

         (2) The Company  believes  that it would be in the best interest of the
             Oryx Plan, the Plan and the Participants therein that the Oryx Plan
             be merged and continued in the Plan effective January 1, 2000.

         (3) The  effective  date of the  merger  of the Oryx Plan into the Plan
             shall be January 1, 2000.

         (4) The following  and only the following are Former Oryx  Participants
             who  became   Participants   in  the  Plan  as  Second   Supplement
             Participants effective January 1, 2000:


                   David A. Hager

                   Patricia L. Horsfall

         (5) Upon  merger of the Oryx Plan into the Plan  effective  January  1,
             2000,  there shall be no further benefit  accruals  pursuant to the
             terms of the Oryx Plan,  and  benefits  for all  Second  Supplement
             Participants  shall accrue  thereafter in accordance with the terms
             of the Plan.  Following the merger,  all benefits  earned under the
             Oryx Plan prior to January 1, 2000, and benefits earned pursuant to
             the Plan from and after such date will be paid in  accordance  with
             the terms of the Plan and this Second Supplement.


(C)      Benefits Applicable to Second Supplement Participants
         -----------------------------------------------------

         (1) A Second  Supplement  Participant  will be  entitled to receive the
             benefits and only such benefits as would be payable under the terms
             of the Oryx Plan if such plan as in effect on  December  31,  1999,
             including amendments through Amendment Seven, had continued without
             change on and after January 1, 2000. Second Supplement Participants
             became  fully  vested  under the Oryx Plan  effective  February 26,
             1999, in accordance  with Section 6.04 of the Oryx Plan as a result
             of a Change of Control as defined in the Oryx Plan.

         (2) The  benefit  under  the Plan  applicable  to a  Second  Supplement
             Participant  shall  be  paid in the  form of a lump  sum as soon as
             practicable,   as  determined  by  the  Committee,   following  the
             occurrence  of the event which makes the benefit  payable and shall
             be  determined  in  accordance  with  Section 3.06 of the Oryx Plan
             using the interest and  mortality  assumptions  that would apply to
             such Participant at such time for such purpose under the Kerr-McGee
             Corporation  Retirement  Plan. The provisions of Section 5.1 of the
             Plan are not  applicable  to the  benefits  of a Second  Supplement
             Participant determined under this Plan.


(D)      Right to Amend or Terminate Second Supplement.
         ----------------------------------------------

         The provisions of Section 8.1 of the Plan with respect to amendment and
         termination thereof shall apply with equal force to this Second
         Supplement.


         IN WITNESS WHEREOF, Kerr-McGee Corporation has, on its behalf and on
behalf of its participating affiliates, caused this Second Supplement to be
executed by its duly authorized officers on the 9th day of January, 2001,
effective as of January 1, 2000.


                                            KERR-McGEE CORPORATION


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