January 14, 1997





Mr. Frank McPherson
Kerr-McGee Corporation
Oklahoma City, Oklahoma  73102

Dear Mr. McPherson:

        Kerr-McGee  Corporation  (the  "Company")  has  requested,  and you have
agreed,  to  provide  consulting   services  in  Oklahoma  City  following  your
retirement  as chairman  of the  company.  This letter sets forth our  agreement
regarding  such  services  and shall  become  effective  February  1, 1997.  Our
agreement shall continue for two years and may be extended, at the option of the
Company, for one additional year.

        During the term of this  agreement,  you will  perform  such  consulting
duties on such matters as are determined by the Chief  Executive  officer of the
Company (the "CEO").  You will render such  services for the CEO at such time or
times as may be mutually convenient to you and the CEO.

        The  Company  will  pay you  for  your  services  at an  annual  rate of
$300,000.00 payable in equal monthly  installments.  You will also be reimbursed
for the expenses you incur performing your duties hereunder,  in accordance with
applicable Company policy.  During the term of this agreement,  the Company,  at
its sole cost,  shall also  provide  you with life  insurance  coverage at least
equal  to the  coverage  currently  provided  under  the  Company's  group  life
insurance plan. The Company will also provide you with such support  services as
are reasonably necessary for you to perform such duties.

        In the event of a Change of Control of the  Company  (as defined in that
certain Change of Control  Agreement dated December 31, 1992 between you and the
Company), all amounts which are to be paid to you hereunder shall be accelerated
and shall be due and payable upon the date of such Change of Control.  The other
terms  and  provisions  of this  agreement  shall  remain in full  force  unless
otherwise agreed to by you and the Company.

        During the term of this agreement,  you shall not (without the Company's
prior written  consent) become an officer of, director of,  consultant to, serve
in any other  capacity  with, or have any  ownership  interest in, any business,
whether or not  incorporated,  which  competes in any material  respect with any
business of the Company (or its subsidiaries, successors and assigns); provided,
however,  nothing  herein  shall  preclude  your  ownership  or  acquisition  of
securities of any publicly  traded company.  Also,  (without the Company's prior
written consent) you will not disclose or make accessible to any other person or
entity  (other  than as  required by law) any  confidential  information  of the
Company and its subsidiaries.

        If the terms  set  forth  above are  acceptable,  please  evidence  your
agreement by signing and dating the attached  copy of this letter and  returning
it to my attention.

                                   Sincerely,

                                                   KERR-McGEE CORPORATION


                                                   By: (Luke R. Corbett)
                                                        Luke R. Corbett



Accepted and agreed

(Frank A. McPherson)
 Frank A. McPherson

January 17, 1997
Date