Exhibit 10.5

                            SECOND SUPPLEMENT TO THE
                             KERR-McGEE CORPORATION
                            BENEFITS RESTORATION PLAN
                  AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1999
           -----------------------------------------------------------
           (As it applies to Participants who were Participants in the
               Kemira, Inc. Supplemental Executive Retirement Plan
                            As of December 31, 2000)


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


     (1)  This  Second  Supplement  to  the  Kerr-McGee   Corporation   Benefits
          Restoration  Plan  (the  "Second  Supplement")  forms  a  part  of the
          Kerr-McGee  Corporation  Benefits Restoration Plan as in effect on and
          after May 1, 1999 ("Plan").  The provisions of this Second  Supplement
          shall  apply  only  to  those   Participants  in  the  Plan  who  were
          Participants in the Kemira,  Inc.  Supplemental  Executive  Retirement
          Plan  ("Kemira   Plan")  as  of  December  31,  2000  ("Former  Kemira
          Participants")  who became  Participants in the Plan effective January
          1, 2001 (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 Kemira Plan into the Plan Effective January 1, 2001
     -------------------------------------------------------------

     (1)  The Kemira Plan had previously been sponsored by Kemira Pigments, Inc.
          ("Kemira"). Kemira was acquired by the Company effective April 6, 2000
          (the "Acquisition").  Due to the Acquisition,  the Company assumed the
          Kemira Plan and obligations  thereunder  including those to the Former
          Kemira Participants.

     (2)  The  Company  believes  that it would be in the best  interest  of the
          Kemira  Plan,  the Plan and the  Participants  therein that the Kemira
          Plan be merged and continued in the Plan effective January 1, 2001.

     (3)  The  effective  date of the  merger of the  Kemira  Plan into the Plan
          shall be January 1, 2001.

     (4)  The following  and only the  following are Former Kemira  Participants
          who became Participants in the Plan as Second Supplement  Participants
          effective January 1, 2001:


                    Graham Harcourt              Robert Scanlon
                    Jeffery Hyde                 Charles Weede
                    Risto Ojala                  Evans Wright
                    George Roberts

     (5)  Upon  merger of the  Kemira  Plan into the Plan  effective  January 1,
          2001, there shall be no further benefit accruals pursuant to the terms
          of  the  Kemira  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 Kemira
          Plan prior to January 1, 2001,  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)  The term "Defined Benefit Plan" as applicable for a Second  Supplement
          Participant  means the Kerr-McGee  Corporation  Retirement Plan or its
          successor plan or, prior to January 1, 2001, the Kemira Pigments, Inc.
          Employees Retirement Plan.

     (2)  Effective  January 1, 2001, the Restored  Defined Benefit Plan Benefit
          under the Plan applicable to a Second Supplement  Participant shall be
          the  amount by which the  benefit  payable to a  Participant  from the
          Defined  Benefit Plan is limited by (a) the  exclusion of bonuses from
          the definition of  compensation  counted for benefits under the Kemira
          Pigments,   Inc.  Employees   Retirement  Plan  and  (b)  benefit  and
          compensation   limitations   under   the  Code   and  any   subsequent
          modifications thereto.

     (3)  The Restored  Defined Benefit Plan Benefit under the Plan accrued by a
          Second Supplement  Participant on or before December 31, 2000, will be
          paid at the same time as the benefits  under the Defined  Benefit Plan
          and in the form of a lump sum regardless of the form of payment of the
          benefit under the Defined  Benefit  Plan.  The amount of such lump sum
          will be  determined  as the  actuarial  equivalent  of  such  Restored
          Defined  Benefit Plan  Benefit.  Such  actuarial  equivalency  will be
          determined  in  the  same  manner  as and on  the  same  basis  as the
          actuarial  assumptions  provided  in the  Defined  Benefit  Plan.  The
          provisions  of  Section  6.1 of the  Plan  are not  applicable  to the
          accrued Restored  Defined Benefit Plan Benefit of a Second  Supplement
          Participant  as of December 31, 2000  (hereinafter  referred to as the
          "Kemira Plan Restored Benefit").

     (4)  Effective  January 1, 2001,  that  portion,  if any,  of the  Restored
          Defined  Benefit  Plan  Benefit  under  the Plan  payable  to a Second
          Supplement  Participant that is in excess of the Participant's  Kemira
          Plan Restored  Benefit will be payable in accordance  with Section 6.1
          of the Plan.

     (5)  The  Restored  Defined  Benefit  Plan  Benefit for Risto Ojala will be
          determined as if he were a participant  in the Kemira  Pigments,  Inc.
          Employees  Retirement  Plan and  accrued a vested  retirement  benefit
          under the plan for his period of service with Kemira Pigments, Inc.


(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 10th day of January,  2001,  effective as of
January 1, 2001.


ATTEST:                                   KERR-McGEE CORPORATION



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