Exhibit 10.3
















                             KERR-McGEE CORPORATION





                            BENEFITS RESTORATION PLAN


                  (Amended And Restated Effective May 1, 1999)




<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I. Purpose.............................................................1
------------------

ARTICLE II. Definitions........................................................1
-----------------------

     2.1      Affiliate........................................................1
     2.2      Basic Defined Benefit Plan Benefit...............................1
     2.3      Basic Defined Contribution Plan Contributions....................1
     2.4      Beneficiary......................................................1
     2.5      Board of Directors...............................................2
     2.6      Change of Control................................................2
     2.7      Code.............................................................3
     2.8      Committee........................................................3
     2.9      Company..........................................................3
     2.10     Defined Benefit Plan.............................................3
     2.11     Defined Contribution Plans.......................................3
     2.12     ERISA............................................................3
     2.13     Effective Date...................................................3
     2.14     Eligible Employee................................................3
     2.15     Limits of the Code...............................................3
     2.16     Participant......................................................3
     2.17     Plan.............................................................3
     2.18     Plan Year........................................................3
     2.19     Restored Defined Benefit Plan Benefit............................3
     2.20     Restored Defined Contribution Plan Benefits......................3
     2.21     Senior Executive Group...........................................3
     2.22     Senior Executive Group Member....................................4

ARTICLE III. Eligibility and Participation.....................................4
------------------------------------------

ARTICLE IV. Provisions for Benefits............................................4
-----------------------------------

ARTICLE V. Amount of Benefits..................................................4
-----------------------------

     5.1      Restored Defined Benefit Plan Benefits...........................4
     5.2      Restored Defined Contribution Plan Benefits......................4
     5.3      Restored Benefits................................................5
     5.4      Payment to Beneficiary...........................................5
     5.5      Merger of Oryx Energy Company Savings Restoration Plan...........5
     5.6      Supplements to the Plan..........................................5

ARTICLE VI. Payment of Benefits................................................5
-------------------------------

     6.1      Payment of Restored Defined Benefit Plan Benefit.................5
     6.2      Payment of Restored Defined Contribution Plan Benefits...........6

ARTICLE VII. Administration....................................................6
---------------------------

     7.1      Administration by Committee......................................6
     7.2      Rules of Conduct.................................................6
     7.3      Legal, Accounting, Clerical and Other Services...................6
     7.4      Records of Administration........................................6
     7.5      Expenses.........................................................6
     7.6      Indemnification..................................................6
     7.7      Liability........................................................7
     7.8      Claims Review Procedures.........................................7
     7.9      Finality of Determinations; Exhaustion of Remedies...............8
     7.10     Effect of Fiduciary Action.......................................8
     7.11     Effect of Mistake................................................9

ARTICLE VIII. General Provisions...............................................9
--------------------------------

     8.1      Plan Amendment, Suspension and/or Termination....................9
     8.2      Plan Not an Employment Contract..................................9
     8.3      Non-alienation of Benefits.......................................9
     8.4      Provisions in the Event of a Change of Control..................10
     8.5      Special Payment Situations......................................10
     8.6      Termination of Employment.......................................11
     8.7      Duty to Provide Data............................................11
     8.8      Tax Consequences Not Guaranteed.................................12
     8.9      Tax Withholding.................................................12
     8.10     Incompetency....................................................12
     8.11     Severability....................................................13
     8.12     Governing Law...................................................13

<PAGE>

                             KERR-McGEE CORPORATION
                            BENEFITS RESTORATION PLAN

                                    ARTICLE I.
                                     PURPOSE


     The purpose of this Plan is to provide benefits which are not payable to an
Eligible Employee under the Defined Benefit Plan and Defined  Contribution Plans
because of benefit limitations under the Code.

                                   ARTICLE II.
                                   DEFINITIONS


     The  masculine  gender,  where  appearing  in the Plan  shall be  deemed to
include the feminine gender,  the single may include the plural, and visa versa,
unless the context clearly  indicates to the contrary.  Where  capitalized words
and phrases  appear in this Plan,  they shall have the  respective  meanings set
forth below.

     2.1 Affiliate means:

          (a) Any corporation other than the Company (i.e.,  either a subsidiary
     corporation  or an affiliated or  associated  corporation  of the Company),
     which  together  with the  Company is a member of a  "controlled  group" of
     corporations;

          (b) Any organization with which the Company is under "common control";

          (c) Any organization which together with the Company is an "affiliated
     service group";

          (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(l) of the Code;

          as those terms are used in Code Sections 406(a),  414(b),  414(c), and
     414(m), respectively.

     2.2  Basic  Defined  Benefit  Plan  Benefit.  The  amount  payable  to  the
Participant  under the Defined  Benefit Plan after  reduction to comply with the
Limits of the Code.

     2.3 Basic Defined Contribution Plan Contributions. The amount of Company or
Affiliate  contributions allocated to the Participant's accounts during any year
under the Defined  Contribution  Plans after reduction to comply with the Limits
of the Code.

     2.4  Beneficiary.  The  beneficiary  of a deceased  Participant's  Restored
Defined  Benefit  Plan  Benefit  shall be the trust,  person or persons on whose
behalf  benefits  may be  payable  under  the  Defined  Benefit  Plan  after the
Participant's  death.  The  beneficiary  of a  deceased  Participant's  Restored
Defined  Contribution  Plan  Benefits  shall be the trust,  person or persons on
whose behalf benefits may be payable under the Defined  Contribution  Plan after
the Participant's death. Provided, if there is no Beneficiary, then any Restored
Defined Benefit Plan Benefit and/or Restored Defined  Contribution Plan Benefits
shall be payable to the deceased Participant's estate.

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

     2.6  Change  of  Control.  Change  of  Control  shall  mean  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

          (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.

     2.7 Code.  The Internal  Revenue Code of 1986, as amended from time to time
and related IRS notices, rules and regulations.

     2.8 Committee.  The persons appointed to administer this Plan in accordance
with Article VII.

     2.9 Company. Kerr-McGee Corporation, or any successor thereto.

     2.10 Defined Benefit Plan.  Kerr-McGee  Corporation  Retirement Plan or its
successor plan.

     2.11 Defined Contribution Plans.  Kerr-McGee Corporation Savings Investment
Plan and the Kerr-McGee Corporation Employee Stock Ownership Plan.

     2.12  ERISA.  The  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     2.13 Effective Date. May 1, 1999.

     2.14 Eligible  Employee.  Any employee of the Company or an Affiliate whose
benefit  under either the Defined  Benefit Plan and/or the Defined  Contribution
Plans is subject to the Limits of the Code.

     2.15 Limits of the Code.  The  limitations  imposed  under the Code,  which
shall include by example but not by limitation  Sections  401(a)(17) and/or 415,
on the amount of benefits  which may be earned  under the Defined  Benefit  Plan
and/or Defined Contribution Plans.

     2.16  Participant.  An Eligible Employee of the Company or an Affiliate who
meets  the  requirements  to  participate  in the  Plan in  accordance  with the
provisions of Article III hereof.

     2.17 Plan.  Kerr-McGee  Corporation  Benefits  Restoration Plan, as amended
from time to time.

     2.18 Plan Year.  The twelve (12) month period  beginning on January 1st and
ending on December 31st.

     2.19 Restored  Defined Benefit Plan Benefit.  A Participant's  benefit,  if
any,  provided  under  Section 5.1 hereof  attributable  to the reduction in the
Participant's Defined Benefit Plan benefit in compliance with the Code.

     2.20 Restored Defined Contribution Plan Benefits.  A Participant's  benefit
balance,  if any, provided under Section 5.2 hereof attributable to reduction(s)
in Defined  Contribution Plan  contributions by the Company or its Affiliates in
compliance with the Code.

     2.21 Senior Executive Group. Participants designated by the Chairman of the
Board of  Directors  prior to a Change of  Control  to be a member of the Senior
Executive Group.

     2.22 Senior  Executive Group Member.  A participant in the Senior Executive
Group.

                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION


     Any Eligible  Employee whose benefits under the Defined Benefit Plan and/or
Defined  Contribution  Plans  are  subject  to  the  Limits  of the  Code  shall
participate in this Plan.


     In  addition,  any  employee  who,  prior to a Change of Control,  is (a) a
participant  in (i) the Defined  Benefit  Plan or (ii) the Defined  Contribution
Plans  and (b) a Senior  Executive  Group  Member,  shall be deemed to have been
eligible to participate in this Plan on the day prior to such Change of Control,
whether  or  not  benefits  under  the  Defined   Benefit  Plan  and/or  Defined
Contribution Plan are limited by the Code.

                                  ARTICLE IV.
                             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 any such Affiliate is
also 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.  The amount  payable shall not be in addition to any
benefit payable under any supplement to this Plan.

                                   ARTICLE V.
                               AMOUNT OF BENEFITS

     5.1 Restored  Defined  Benefit Plan Benefits.  If the amount payable to the
Participant  from the Defined Benefit Plan is subject to the Limits of the Code,
and any subsequent modifications thereto, the amount by which such benefit is so
limited  shall be  provided  for such  Participant  under this Plan.  The amount
payable shall not be in addition to any benefit  payable under any supplement to
this Plan. In calculating the amounts payable under this Plan, such  calculation
shall be made under the terms of the Defined  Benefit Plan without the Limits of
the  Code.  However,  for  purposes  of  this  Plan,  amounts  deferred  by  the
Participant under the Kerr-McGee  Corporation  Executive  Deferred  Compensation
Plan (EDCP) that would have been  included in "covered  compensation"  under the
Defined  Benefit  Plan had such  amounts  been paid to the  Participant  will be
includable in compensation in calculations to determine Restored Defined Benefit
Plan Benefits.

     5.2  Restored  Defined  Contribution  Plan  Benefits.  If,  the  amount  of
contributions  by the Company or its Affiliates  allocated to the  Participant's
accounts  during any year under the Defined  Contribution  Plans are directly or
indirectly subject to the Limits of the Code, then an amount equal to the amount
by which such contributions are so limited shall be credited to such Participant
under this Plan.  In  determining  the  amounts  payable  under this Plan,  such
calculation  shall be made  under the terms of the  Defined  Contribution  Plans
without the Limits of the Code.  However,  for  purposes  of this Plan,  amounts
deferred  by the  Participant  under the EDCP that would have been  included  in
"covered  compensation"  under the Defined  Contribution  Plans had such amounts
been paid to the Participant  will be includable in compensation in calculations
to determine  Restored  Deferred  Contribution  Plan Benefits.  Restored Defined
Contribution  Plan  Benefits  shall earn  interest  until the date payable under
Section 6.2 based upon the 1-Year Treasury Bill rates. The  determination of the
applicable  rate  shall be  updated  on an annual  basis as of January 1 of each
year.

     5.3 Restored  Benefits.  Regardless  whether a Participant's  Basic Defined
Benefit  Plan  Benefit or Basic  Defined  Contribution  Plan  Contributions  are
subject to Limits of the Code,  such  Participant  shall  still be  entitled  to
receive the excess of the Basic  Defined  Benefit Plan Benefit and Basic Defined
Contribution Plan  Contributions as provided under Section 8.4 over the amounts,
if any, payable under the Defined Benefit Plan and Defined  Contribution  Plans,
respectively.  Notwithstanding anything to the contrary,  benefits payable under
this Section shall be deemed to constitute,  as the case may be, either Restored
Defined Benefit Plan Benefits or Restored Defined Contribution Plan Benefits.

     5.4  Payment  to  Beneficiary.  In  the  event  any  benefit  payable  upon
Participant's  death to a  Beneficiary  under the Defined  Benefit Plan prior to
commencement of the Basic Defined Benefit Plan Benefit  thereunder is subject to
the Limits of the Code,  the amount by which such benefit is so limited shall be
payable to the Participant's Beneficiary pursuant to the terms and conditions of
Section 6.1 herein.

     5.5 Merger of Oryx Energy Company Savings Restoration Plan. Effective as of
January 1, 2001, the Oryx Energy  Company  Savings  Restoration  Plan (the "Oryx
SRP") will be merged  into this  Plan.  The Oryx SRP was  applicable  to certain
selected  employees of Oryx Energy  Company  ("Oryx")  which was merged into the
Company  effective  February  26,  1999.  From and after  January 1,  2001,  the
accounts of the former  employees of Oryx ("Prior Oryx SRP  Accounts")  who were
participants  in the Oryx SRP ("Oryx  Participants")  will be maintained in this
Plan  as part of the  Oryx  Participant's  Restored  Defined  Contribution  Plan
Benefits.  Effective  as of  January  1,  2001,  the Oryx  Participants  will be
eligible  to  participate  in this Plan if the Oryx  Participant  satisfies  the
Plan's requirements for eligibility. Distribution of the Prior Oryx SRP Accounts
will be made as provided in Section 6.2 of the Plan.

     5.6  Supplements to the Plan.  The  Supplements  which are attached  hereto
shall be a part of this Plan for all purposes,  and, unless  specifically stated
to the  contrary  in the  applicable  Supplement,  the  terms of the Plan  shall
control and provide the basis for administration of the Supplements.

                                  ARTICLE VI.
                               PAYMENT OF BENEFITS

     6.1  Payment of  Restored  Defined  Benefit  Plan  Benefit.  Payment of the
Restored Defined Benefit Plan Benefit shall be made all at one time (in the form
of a single lump-sum payment) as of the date of retirement. The lump-sum payment
shall be defined as the  pre-federal  and state  income tax amount  necessary to
purchase  an  annuity  (from a  company  with a  rating  of AA+ or  better  by a
recognized rating agency selected by the Committee) for the Eligible Employee at
the time of  retirement.  Such annuity  would  provide the  Eligible  Employee a
monthly amount which is equivalent to the amount,  after considering federal and
state  income  taxes,  that the  Eligible  Employee  is entitled to receive on a
monthly basis from the Plan. For example, if an Eligible Employee is entitled to
receive  monthly  Plan  payments of $8,333  ($100,000  annually),  the  lump-sum
payment would be equal to the Eligible  Employee's  pre-federal and state income
tax  cost of an  annuity  which  would  provide  the  Eligible  Employee  (after
deducting  federal and state income taxes)  $5,083  monthly  (i.e.,  $8,333 less
federal and state income taxes of $3,250,  assuming a 39 percent  effective  tax
rate).


     Any  actuarial  adjustment  to a  Restored  Defined  Benefit  Plan  Benefit
hereunder  shall be computed  using the same actuarial  assumptions  used on the
corresponding Basic Defined Benefit Plan Benefit.

     6.2 Payment of Restored Defined Contribution Plan Benefits.  Payment of any
Participant's  Restored  Defined  Contribution  Plan Benefits  under Section 5.2
hereof shall be made all at one time (in the form of a lump-sum  payment) within
a reasonable time following the Participant's termination of employment.

                                  ARTICLE VII.
                                 ADMINISTRATION

     7.1  Administration  by  Committee.  The  Kerr-McGee  Corporation  Benefits
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.

     7.2 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.

     7.3 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. The Company shall pay all expenses of the Committee.

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

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

     7.6 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.

     7.7  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.

     7.8 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;

               (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 7.8(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.

     7.9  Finality of  Determinations;  Exhaustion  of  Remedies.  To the extent
permitted by law,  decisions  reached under the claims  procedures  set forth in
Section  7.8 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 7.8. 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.

     7.10  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.

     7.11  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 VIII.
                               GENERAL PROVISIONS

     8.1 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  payment to any  Participant  (or
Beneficiary)  of any benefit under this Plan accrued prior to the effective date
of such amendment,  suspension or termination. 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 8.1, 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.

     8.2 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  Eligible   Employee,   or
consideration  for, or an  inducement  or  condition  of, the  employment  of an
Eligible  Employee.  Nothing  contained  in the Plan  shall  give  any  Eligible
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
Eligible 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 Eligible  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 Eligible 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.

     8.3  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.  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.

     8.4  Provisions  in the  Event  of a  Change  of  Control.  Notwithstanding
anything to the contrary,  following a Change of Control,  each Senior Executive
Group Member  entitled  prior to a Change of Control to  participate in the Plan
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  Article V, each such Senior  Executive  Group  Member  shall be
credited with five additional  years of service.  For purposes of computing such
Senior Executive Group Member's age for determining when the payment of benefits
commences under Article VI of the Plan, each Senior Executive Group Member's age
shall be determined by adding  additional  years equal to the lesser of (i) five
years or (ii) the number of years necessary to bring such Senior Executive Group
Member to age 65.

     8.5 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.

     8.6 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
     or 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.

          (c) Spinoffs. If a Participant ceases to be employed by the Company or
     its Affiliates  because of the disposition by the Company or its Affiliates
     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.  This  Section  8.6(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.

     8.7 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.

     8.8 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 8.1,  accelerated,  or because
of change in Plan design or funding; e.g., establishment of a "secular trust."

     8.9 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 may be
liable and which may be assessed with regard to such payment.

     8.10 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.

     8.11 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.

     8.12 Governing Law. This Plan is subject to 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 May 1, 1999.


ATTEST:                                  KERR-McGEE CORPORATION




By:/s/ Don Hager                         By: /s/ John M. Rauh
   ----------------------                    -----------------------------------
   Don Hager                                 John M. Rauh
   Assistant Secretary                       Chairman of the Benefits Committee,
                                             Vice President and Treasurer