AGREEMENT


        AMENDED AND  RESTATED  AGREEMENT,  restated as of December 31, 1992 (the
"Agreement") between KERR-McGEE  CORPORATION,  a Delaware corporation having its
executive offices at Oklahoma City,  Oklahoma (the "Company"),  and K. W. Crouch
residing  in  Oklahoma  City,  Oklahoma  (the  "Executive").   Unless  otherwise
indicated, terms used herein are defined in Schedule A.

        WHEREAS,  the Executive is currently  employed by the Company and/or its
Subsidiaries  pursuant  to an amended  and  restated  agreement,  restated as of
February 1, 1988 (the "Existing Agreement"); and

        WHEREAS, the Executive and the Company's Board of Directors believe that
such  Existing  Agreement,   which  is  a  three-year  self-renewing  employment
agreement, should be amended and restated as of December 31, 1992; and

        WHEREAS,  the Company's Board of Directors has determined that it wishes
to continue  the  employment  of the  Executive  and that it is  appropriate  to
reinforce  the  continued  attention  and  dedication  of the  Executive  to his
assigned  duties without  distraction in  potentially  disturbing  circumstances
arising from the possibility of a Change of Control of the Company; and

        WHEREAS, the Company and the Executive now wish to amend and restate the
Existing Agreement.

        NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements
hereinafter set forth, the Company and the Executive agree as follows:

        1.  Employment:  The Company  agrees to continue to employ the Executive
and he agrees to continue to serve the  Company and its  Subsidiaries,  upon the
terms and conditions stated herein, for the term of employment commencing on the
date hereof and ending on January 31, 1996,  unless prior to a Change of Control
such employment is involuntarily  terminated hereunder for Reason or as a result
of the  Executive's  death or disability.  The Company  further agrees that if a
Change of Control  occurs either  before,  on or after January 31, 1996, and the
Executive  is  employed  by the  Company  immediately  prior to such  Change  of
Control,  the Company will not, prior to the third  anniversary of the Change of
Control,  terminate the Executive's employment with the Company except for Cause
or as a result of the  Executive's  death or  Disability.  Following a Change of
Control any involuntary  termination of the Executive's employment hereunder for
any reason other than death shall be  communicated  by a Notice of  Termination.
The  Executive  will be employed in an  executive  capacity and will perform the
duties of Vice  President and Managing  Director,  Exploration,  United  Kingdom
Exploration Division or such other duties as may be assigned to him from time to
time by the Company.

               The  Executive  shall  devote  substantially  all of his business
time,  attention,  skill and  efforts to the  business  of the  Company  and its
Subsidiaries  while  employed  hereunder  and shall  perform  the  duties of his
position and any other duties  assigned to him by the Company to the best of his
ability.

        2. Compensation: As compensation for his services, the Company agrees to
pay  the  Executive,  so  long as he  shall  be  employed  hereunder,  a  salary
determined  from  time to time  by the  Company,  but at a rate  not  less  than
$158,760 per annum, payable either biweekly or in equal semimonthly installments
on the fifteenth  and last day of the month,  provided that if at any time while
the Executive is employed  hereunder he should receive an increase in the annual
base salary being paid him by the Company,  the above  specified  minimum salary
rate shall  thereupon  increase by a corresponding  amount.  The Executive shall
also  be  eligible  for   participation   in  any  employee  benefit  plans  and
compensation  programs available to salaried employees or employees generally of
the Company or any Subsidiary that employs the Executive.

        3. Noncompetition:  The Executive agrees that at any time while employed
hereunder  he will not  engage in any  activity  competitive  with any  business
carried on by the Company or its Subsidiaries and Affiliates,  without obtaining
the specific prior written consent of the Company.  He,  however,  shall be free
without the consent of the Company to purchase stocks or other securities of any
corporation listed on a national  securities exchange or included in a published
"over the counter" list.

        4.  Compensation   During  Illness:  If  while  employed  hereunder  the
Executive shall become unable to perform his duties  hereunder due to illness or
other  incapacity,   compensation  during  such  period  shall  be  provided  in
accordance  with the sick  leave  policy for  salaried  employees  or  employees
generally of the Company or any  Subsidiary  that employs the  Executive,  or if
applicable, under an income protection insurance plan for salaried employees and
employees generally of the Company or any Subsidiary that employs the Executive.
Subject to the other terms of this  Agreement,  no other  compensation  shall be
provided during the period of such illness or incapacity.

        5.  Death:  In  the  event  of  the  Executive's  death  while  employed
hereunder,  his spouse,  or personal  representative  if such spouse  shall have
died, shall be entitled to receive his salary at the rate then in effect through
the date of his death  plus one  additional  pay  period as  provided  under the
Company's pay policy, as well as any amounts  previously earned and not paid for
the periods of service prior to his date of death.

        6. Successors: Nothing in this Agreement shall prevent the consolidation
of the Company with, or its merger into,  any other  corporation  or the sale by
the Company of all or  substantially  all of its  properties  or assets,  or the
assignment by the Company of this Agreement in connection  with any of the above
mentioned actions; provided that the Company will require any successor (whether
direct  or  indirect,   by  merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  properties or assets of the Company,  by agreement in
form and substance satisfactory to the Executive,  to expressly assume and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it if no such  succession  has taken place.
This Agreement shall not be assignable by the Executive or by the Company or its
successors except as provided herein.

        7. Retirement: Notwithstanding the Executive's agreement herein to serve
for the term of his employment  under this  Agreement,  the Executive may retire
under a retirement plan available to salaried  employees or employees  generally
of the Company or any Subsidiary  that employs the Executive when entitled to do
so,  except  that he may elect  early  retirement  under any such plan only upon
giving the Company (or a Subsidiary employing the Executive) six months' written
notice;  and  upon  his  retirement  his  term  of  employment  hereunder  shall
terminate.  Nothwithstanding  the foregoing,  following a Change of Control, (i)
the Executive may elect early  retirement  under a retirement  plan available to
salaried employees or employees  generally of the Company or any Subsidiary that
employs the  Executive  upon giving the Company (or a Subsidiary  employing  the
Executive) two days' written  notice;  and (ii) any  retirement  under such plan
that is  coincident  with or  subsequent to an  involuntary  termination  of the
Executive's employment for any reason other than Cause, death or Disability will
not preclude payments under this Agreement to which the Executive is entitled in
respect of such termination.

        8.  Acceleration  and Vesting of Stock  Plans,  Stock  Options and SAR's
Following a Change of  Control:  In the event a Change of Control of the Company
shall  have  occurred   while  the  Executive  is  employed   hereunder,   then,
notwithstanding  the terms and  conditions  of any benefit plan or  compensation
program of the Company or any  Subsidiary  that employs the Executive  including
but not limited to any purchase plan,  stock bonus plan,  stock  incentive plan,
stock  option plan,  employee  stock  ownership  plan or similar plan or program
(excluding  any plan qualified  under Section  401(a) of the Code),  the Company
agrees (i) to accelerate, vest, and make immediately exercisable in full (to the
extent not  already  provided  for under the terms of such  applicable  plans or
programs) all unexercisable installments of all options to acquire securities of
the  Company  and  any  accompanying  stock  appreciation   rights,   which  are
Beneficially  Owned by the Executive on the date of such Change of Control,  and
(ii) to waive any applicable  restrictions,  including  resale  restrictions  or
rights of  repurchase,  relating  to or  imposed  on  securities  granted by the
Company to the Executive pursuant to such plans or programs which securities are
Beneficially Owned by the Executive on such date.

        9. Mitigation: If at any time the Executive's employment hereunder shall
be  terminated  for any  reason,  then all  payments  and  benefits to which the
Executive is entitled  under this Agreement  shall be made and provided  without
offset,  deduction or mitigation on account of income the Executive could or may
receive from other  employment  or  otherwise;  provided,  however,  that if the
Executive is involuntarily  terminated for any reason other than Reason prior to
a Change of Control,  then,  until the term of this  Agreement  ends, the amount
payable  under this  Agreement  shall be reduced  by any  compensation  actually
received  by  the  Executive  from   comparable   employment  (as  to  position,
compensation and responsibility)  with any person or entity that is engaged in a
business  that  is  competitive   with  the  Company  or  its  Subsidiaries  and
Affiliates.

        10. Legal  Expenses:  The Company shall pay (at least monthly) all costs
and expenses, including reasonable attorneys' fees and disbursements,  which the
Executive may incur in connection  with any  litigation,  arbitration or similar
proceeding,  whether instituted by the Company or the Executive, with respect to
the interpretation or enforcement of any provision under this Agreement.

        11.  Accommodations  and Travel Expenses:  The Company agrees that while
the  Executive is employed  hereunder,  he shall be  furnished  office space and
accommodations  suitable to the  character  of his position and adequate for the
performance  of his duties.  Reasonable  traveling  expenses  incurred by him in
traveling on business of the Company and its Subsidiaries  will be reimbursed in
accordance with the established  traveling  expense policy of the Company or any
Subsidiary that employs the Executive.

        12.  Notices:  Any notices  required  under the terms of this  Agreement
shall be effective when mailed, postage prepaid, by certified mail, address:

               If to Kerr-McGee:            R. G. Horner, Jr.
                                            Vice President and General Counsel
                                            Kerr-McGee Corporation
                                            Kerr-McGee Center
                                            Oklahoma City, Oklahoma  73102

               If to the Executive:         K. W. Crouch
                                            Kerr-McGee Corporation
                                            Kerr-McGee Center
                                            Oklahoma City, Oklahoma  73102

        13. Entire  Agreement:  This  Agreement  comprises the entire  agreement
between the Company and its  Subsidiaries  and the Executive and shall supersede
any and all previous contracts, agreements or understandings between the Company
and its  Subsidiaries  and the  Executive  with  respect to the  subject  matter
hereof.  This Agreement may not be modified except by written  agreement between
the parties.  Any inconsistency  between Sections 8, 9, 10, 13, 14, 15 and 16 of
this Agreement and any other  provisions of this Agreement  shall be resolved in
favor of such Sections.

        14.  Arbitration:  Any  dispute  or  controversy  arising  under  or  in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Oklahoma City, Oklahoma, or, at the option of the Executive, in the county where
the Executive resides, in accordance with the Rules of the American  Arbitration
Association then in effect; provided,  however, that if the Executive institutes
an action  relating to this  Agreement the Executive  may, at his option,  bring
such action in an Oklahoma  court of  competent  jurisdiction.  Judgment  may be
entered on the arbitrator's award in any such court having jurisdiction.
       
        15.  Separability:  Any provision of this Agreement  which is held to be
unenforceable or invalid in any respect in any jurisdiction shall be ineffective
in such  jurisdiction to the extent that it is  unenforceable or invalid without
affecting the remaining  provisions  hereof,  which shall continue in full force
and effect. The enforceability or invalidity of a provision of this Agreement in
one jurisdiction shall not invalidate or render  unenforceable such provision in
any other jurisdiction.

        16. Section and Other Headings: The section and other headings contained
in this  Agreement  are for  reference  purposes  only and shall not  affect the
meaning or interpretation of this Agreement.

        IN WITNESS  WHEREOF,  the Company and the  Executive  have executed this
Agreement on the 31st day of March, 1993.

                                                KERR-McGEE CORPORATION



                                                By______________________________
                                                   F. A. McPherson
                                                   Chairman of the Board and
                                                   Chief Executive Officer



_____________________
K. W. Crouch


<PAGE>


                                                                     Schedule A

 
                              CERTAIN DEFINITIONS

        As used in this Agreement,  and unless the context  requires a different
meaning, the following terms have the meanings indicated:

        "Affiliate" has the meaning set forth in Rule 12b-2 of the General Rules
and  Regulations  promulgated  under the  Securities  Exchange  Act of 1934,  as
amended.

        "Beneficial Owner" has the meaning set forth in Rules 13d-3 and 13d-5 of
the General Rules and Regulations  promulgated under the Securities Exchange Act
of 1934, as amended.

        "Cause" means willful and gross  misconduct on the part of the Executive
that has a materially adverse effect on the Company and its Subsidiaries,  taken
as a whole,  or the  conviction of the Executive of a felony under United States
federal,  state or local  criminal law, as determined in good faith by a written
resolution duly adopted by the  affirmative  vote of not less than 2/3 of all of
the directors who are not employees,  officers,  or otherwise  Affiliates of the
Company.

        "Change of Control" means any one of the following:  (a) a change in any
two year period in a majority of the  members of the Board of  Directors  of the
Company  resulting  from the election of directors who were not directors at the
beginning of such period (other than the election of directors to fill vacancies
created by death or  Disability,  or the  election  of a  director  to replace a
director who by virtue of his age is not eligible for election under the By-laws
of the  Company as in effect on the date of this  Agreement);  (b) any Person or
Group,  together with its Affiliates,  becomes the Beneficial Owner, directly or
indirectly, of 25% or more of the Company's then outstanding Common Stock or 25%
or more  of the  voting  power  of the  Company's  then  outstanding  securities
entitled to vote generally for the election of the Company's directors;  (c) the
approval by the Company's stockholders of (i) the merger or consolidation of the
Company with any other corporation  (other than a merger or consolidation of the
Company and a  wholly-owned  subsidiary  in which the  holders of the  Company's
Common Stock  immediately  prior to such merger or  consolidation  have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger or  consolidation),  (ii) the sale,  lease,  exchange  or other
transfer  (in one  transaction  or a series of related  transactions)  of all or
substantially  all,  of the assets of the  Company or (iii) the  liquidation  or
dissolution  of the  Company;  or (d) a majority  of the members of the Board of
Directors in office  immediately prior to a proposed  transaction  determined by
written  resolution that such proposed  transaction,  if taken, will be deemed a
Change of Control and such proposed transaction is effected.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Date  of  Termination"  means  (i) if  the  Executive's  employment  is
terminated  under this Agreement due to Disability,  thirty days after Notice of
Termination  is given to the Executive  (provided  the Executive  shall not have
returned to the  performance  of the  Executive's  duties on a  full-time  basis
during  such  thirty-day  period)  or  (ii)  if the  Executive's  employment  is
involuntarily  terminated under this Agreement for any other reason, the date on
which a Notice of Termination is given; provided, however, that if within thirty
days after any Notice of Termination  is given to the  Executive,  the Executive
notifies the Company or the Subsidiary that employs the Executive that a dispute
exists concerning the termination, the Date of Termination shall be the date the
dispute is finally  determined,  whether by mutual  agreement  by the parties or
upon final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected).

        "Disability"  means that (i) a person has been totally  incapacitated by
bodily injury or physical or mental  disease so as to be prevented  thereby from
engaging in a comparable  occupation or employment for  remuneration  or profit,
(ii) such  person  will be subject to such total  incapacity  for a period of at
least eighteen consecutive months and (iii) such person is disabled for purposes
of any and all of the plans or programs of the  Company or any  Subsidiary  that
employs  the  Executive  under  which  benefits,   compensation  or  awards  are
contingent  upon a finding of  disability.  The  determination  with  respect to
whether the  Executive is suffering  from a Disability  will be  determined by a
mutually  acceptable  physician or, if there is no physician mutually acceptable
to the Company  and the  Executive,  by a physician  selected by the Dean of the
University of Oklahoma Medical School.

        "Group" has the meaning set forth in Rule 13d-5 of the General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as amended.

        "Notice of  Termination"  means a written  notice  which shall  indicate
those specific  provisions in this Agreement relied upon and which sets forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

        "Person" means any individual, firm, corporation, group (as such term is
used in Rule 13d of the  General  Rules and  Regulations  promulgated  under the
Securities Exchange Act of 1934, as amended) or other entity.

        "Reason"   means  (a)  action  by  the   Executive   involving   willful
malfeasance,  (b) failure to act by the Executive involving material nonfeasance
having a material  adverse effect on the Company or the Subsidiary  that employs
the Executive, (c) the Executive being convicted of a felony under United States
federal,  state,  or local  criminal  law,  or (d) the  material  breach  of any
provision of this Agreement by the Executive.

        "Subsidiary"  with  respect to the  Company has the meaning set forth in
Rule 12b-2 of the General Rules and Regulations promulgated under the Securities
Exchange Act of 1934, as amended.