Second Supplement to SERP









EXHIBIT
10.8




AMENDED
AND RESTATED

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)




(Adopted
March 8, 2005)




 

(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) Benefits
for David A. Hager

 

 

Notwithstanding
subsection (C) above, effective March 8, 2005, David A. Hager's benefits under
the Plan at any time will be based on the greater of:

 

 

	(1)  	
      the
      benefit determined for Hager in accordance with (C) above, or



 

 




















	(2)  	
      the
      benefit determined for Hager under the terms of the Plan proper (Articles
      I through IX). For purposes of determining this benefit, all of Hager's
      service with and compensation from Oryx shall be considered service with
      and compensation from the Company.



 

 

(E) Right
to Amend or Terminate Second Supplement.

 

 

The
provisions of Section 9.1 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
amendment to be executed on this 8th day of
March, 2005.





	
      ATTEST:
	
      KERR-McGEE
      CORPORATION

	 	 
	
      /s/
      John F. Reichenberger

      John
      F. Reichenberger

      Assistant
      Secretary
	
      /s/
      William E. Bradford

      William
      E. Bradford

      Lead
      Director