AGREEMENT


        Agreement made as of October 1, 1991 between KERR-McGEE  CORPORATION,  a
Delaware  corporation  having its executive  offices at Oklahoma City,  Oklahoma
(the  "Company"),  and  ROBERT C.  SCHARP  residing  at  Edmond,  Oklahoma  (the
"Executive").  Unless  otherwise  indicated,  terms used  herein and  defined in
Schedule A hereto shall have the meanings assigned to them in said Schedule.

        WHEREAS, the Executive is currently employed by the Company and/or its
Subsidiaries; and

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

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

1.      OPERATION OF AGREEMENT

        This Agreement shall become effective immediately upon the occurrence of
a Change of  Control,  provided  that the  Executive  is employed by the Company
immediately  prior to such Change of Control.  Once it be comes effective,  this
Agreement  shall not  terminate  until the third  anniversary  of the  Change of
Control.  Notwithstanding  the termination of this Agreement,  the Company shall
remain liable for any rights or payments  arising prior to such  termination  to
which the Executive is entitled under this Agreement.

2.      SERVICE AFTER CHANGE OF CONTROL

        Following  a Change of  Control,  the  Company  will not  terminate  the
Executive's  employment with the Company except on account of Cause prior to the
third  anniversary of the Change of Control.  Upon any termination of employment
of the  Executive,  other than for Cause or upon death,  a Notice of Termination
shall be provided by the party causing such termination of employment.

3.      BENEFITS UPON CHANGE OF CONTROL

        (a) Stock Plans. 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 grant 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
shall,  upon the  occurrence of the Change of Control which cause this Agreement
to become  effective (i) 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,  of
which  the  Executive  is the  Beneficial  Owner on the date of such  Change  of
Control and (ii) 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 the
Executive is the Beneficial Owner of on the date of such Change of Control.

        (b) Pension Plan. Following a Change of Control, 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.

        (c) Benefits  Restoration  Plan.  To the extent that the Executive is or
becomes a participant in the Benefits  Restoration Plan, the Company shall amend
or have amended the Benefits  Restoration Plan, which amendment shall thereafter
remain in effect, to provide in the event of an Executive's  Termination for the
benefits specified in Section 4(b) hereof.

        (d) Death of an Executive.  In the event of the Executive's  death prior
to Termination, but while employed by the Company or any Subsidiary, as the case
may be, 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.

4.      PAYMENTS AND BENEFITS UPON TERMINATION

        The Executive  shall be entitled to the following  payments and benefits
following Termination:

        (a) Termination  Payment. In recognition of past services to the Company
by the Executive and in  consideration  for the  undertaking by the Executive to
provide  services to the Company,  pursuant to  Paragraph 2 hereof,  the Company
shall make a lump sum payment in cash to the  Executive as severance  pay on the
fifth day following the Date of Termination equal to three times the Executive's
annual base salary (including for these purposes any amounts previously deferred
under any  qualified or  nonqualified  deferred  compensation  plan,  program or
arrangement  (in effect  immediately  prior to the date that  either a Change of
Control shall occur or such Date of Termination, whichever salary is higher.

        Notwithstanding the foregoing,  if all or any portion of the payments or
benefits  provided under this Section 4(a),  either alone or together with other
payments  and  benefits  which the  Executive  receives  or is then  entitled to
receive  from the  Company  or any  Subsidiary,  would  constitute  a  Parachute
Payment,  then the payments and benefits  provided to the  Executive  under this
Section 4(a) shall be reduced but only to the extent necessary to ensure that no
portion  thereof  shall be subject to the excise tax imposed by Section  4999 of
the Code; but only if, by reason of such  reduction,  the  Executive's Net After
Tax Benefit  shall exceed the Net After Tax Benefit if such  reduction  were not
made.  The  foregoing  calculations  (and any  calculations  required  under the
definition of Net After Tax Benefit) shall be made, at the Company's expense, by
the Company and the Executive.  If no agreement on the  calculations  is reached
within five days of the Date of Termination,  then the Executive and the Company
will agree to the selection of an accounting firm to make the  calculations.  If
no agreement can be reached  regarding the selection of an accounting  firm, the
Company  shall  select a "big  eight"  accounting  firm  which has no current or
recent  business  relationship  with the  Company  or with the  Person  or Group
responsible  for the  Change  of  Control.  The  determination  of any such firm
selected will be conclusive and binding on all parties.

        (b)  Benefits  Restoration  Plan.  The  Executive  shall be  entitled to
additional  years of credit for purposes of calculating the years of service and
age of such Executive under the terms of the Benefits  Restoration Plan equal to
the lesser of (i) five years or (ii) the number of years  necessary to bring the
Executive to age 65 under the terms of the Benefits  Restoration  Plan,  and the
Executive shall have a nonforfeitable  right to any and all benefits credited to
such Executive under the Benefits Restoration Plan.

        (c)  Death  of the  Executive.  In the  event of the  Executive's  death
subsequent to Termination,  all payments and benefits required by this Agreement
shall be paid to the Executive's  designated beneficiary or beneficiaries or, if
he has not designated a beneficiary or beneficiaries, to his estate.

5.      CONFIDENTIALITY

        The  Executive  agrees to hold in  confidence  any and all  confidential
information  known to him concerning the Company and its  Subsidiaries and their
respective  businesses so long as such  information  is not  otherwise  publicly
disclosed.



<PAGE>


6.      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.

7.      CONFLICT IN BENEFITS

        This Agreement is not intended to and shall not adversely affect,  limit
or terminate any other  agreement or  arrangement  between the Executive and the
Company  presently in effect or hereafter  entered into,  including any employee
benefit plan under which the Executive is entitled to benefits.

8.      MISCELLANEOUS

        (a) No  Mitigation.  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.

        (b) Legal  Expenses.  The  Company  shall  pay all  costs and  expenses,
including  reasonable  attorneys' fees and disbursements,  of the Executive,  at
least  monthly,  in  connection  with any  litigation,  arbitration  or  similar
proceeding,  whether or not  instituted  by the Company or the  Executive,  with
respect to the interpretation or enforcement of any provision of this Agreement.

        (c)  Notices.  Any notices  required  under the terms of this  Agreement
shall be effective when mailed, postage prepaid, by certified mail and addressed
to, in the case of the Company:

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

and to, in the case of the Executive:

                             Robert C. Scharp
                             Senior Vice President
                             Kerr-McGee Corporation
                             Kerr-McGee Center
                             Oklahoma City, Oklahoma  73102

        Either party may designate a different  address by giving written notice
of change of address in the manner provided above.

        (d)  Waiver.  No  waiver  or  modification  in  whole or in part of this
Agreement, or any term or condition hereof, shall be effective against any party
unless in writing and duly signed by the party sought to be bound. Any waiver of
any  breach  of any  provision  hereof or any right or power by any party on one
occasion  shall not be  construed  as a waiver of, or a bar to, the  exercise of
such  right or power on any  other  occasion  or as a waiver  of any  subsequent
breach.

        (e)  Binding  Effect;  Successors.  Subject  to the  provisions  hereof,
nothing in the 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  and  assets,  or the  assignment  of this
Agreement by the Company in connection with any of the foregoing  actions.  This
Agreement  shall be binding upon,  inure to the benefit of and be enforceable by
the Company and the Executive and their respective heirs, legal representatives,
successors and assigns. If the Company shall be merged into or consolidated with
another entity, the provisions of this Agreement shall be binding upon and inure
to the  benefit of the  entity  surviving  such  merger or  resulting  from such
consolidation.  The  Company  will  require  any  successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business 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  had take place.
The provisions of this Paragraph 8(e) shall continue to apply to each subsequent
employer  of the  Executive  hereunder  in the event of any  subsequent  merger,
consolidation or transfer of assets of such subsequent employer.

        (f)  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 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.


     (g)  Controlling  Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Oklahoma  applicable to contracts made
and to be performed therein.


        IN WITNESS  WHEREOF,  the Company and the  Executive  have executed this
Agreement as of the day and year first above written.


                                                   KERR-McGEE CORPORATION


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



(Robert C. Scharp)
 Robert C. Scharp



<PAGE>


                               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.

        "Benefits  Restoration  Plan" means the Company's  Benefits  Restoration
Plan, effective January 1, 1985, 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 Stated
federal, state or local criminal law, as determined in good faith by the written
resolution duly adopted by the  affirmative  vote of not less than two-thirds 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  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 (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
affected.

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

        "Date of Termination" means if the Executive's  employment is terminated
during the term of this Agreement,  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.

        "Good Reason" means (a) without the Executive's express written consent,
(i) the  assignment  to the  Executive of any duties,  or any  limitation of the
Executive's  responsibilities,  inconsistent  with  the  Executive's  positions,
duties,  responsibilities  and status  with the Company or any  Subsidiary  that
employs the Executive immediately prior to the date of the Change of Control, or
(ii) any removal of the Executive  from or any failure to re-elect the Executive
to, any of the  Executive's  positions with the Company or any  Subsidiary  that
employs the  Executive  immediately  prior to the Change of  Control,  except in
connection with the involuntary termination of the Executive's employment by the
Company for Cause or as a result of the Executive's death or Disability; (b) any
failure  by the  Company  to  pay,  or any  reduction  by the  Company  of,  the
Executive's base annual salary or bonus compensation in effect immediately prior
to the Change of Control;  (c) any failure by the Company or any Subsidiary that
employs  the  Executive  to (i)  continue  to  provide  the  Executive  with the
opportunity  to  participate,  on terms no less  favorable  than those in effect
immediately  prior  to  the  Change  of  Control,   in  any  benefit  plans  and
compensation programs in which the Executive was participating immediately prior
to the Change of Control,  or their equivalent,  including,  but not limited to,
participation in pension,  profit-sharing,  stock grants, stock option, savings,
employee stock  ownership,  incentive  compensation,  group  insurance  plans or
similar plans or programs,  or (ii) provide the Executive  with all other fringe
benefits (or their  equivalent)  including paid  vacation,  from time to time in
effect for the benefit of any  executive,  management  or  administrative  group
which  customarily  includes a person holding the  employment  position with the
Company  or its  Subsidiaries  then  held  by the  Executive;  (d)  without  the
Executive's   express   written   consent,   the  relocation  of  the  Company's
headquarters  or of the  principal  place  of the  Executive's  employment  to a
location  that is more  than 35 miles  further  from the  Executive's  principal
residence  than such  principal  place of  employment  immediately  prior to the
Change  of  Control;  (e) any  change  in the sick  leave  policy  for  salaried
employees or employees  generally of the Company or any Subsidiary  that employs
the Executive which has an adverse effect on the Executive's rights and benefits
pursuant to such policy;  (f) any reduction to the extent applicable in benefits
offered  under an income  protection  insurance  plan for salaried  employees or
employees generally of the Company or any Subsidiary that employs the Executive;
(g) any change in the pay policy for salaried  employees or employees  generally
of the Company or any Subsidiary that employs the Executive which has an adverse
effect on the Executive's  rights and benefits pursuant to such policy; (h) with
respect to a Subsidiary  that employs the Executive,  the sale by the Company of
25% or more of such Subsidiary's common stock or 25% or more of the Subsidiary's
then outstanding  securities  entitled to vote generally for the election of the
Subsidiary's  directors,  or the sale by the Company of all or substantially all
of the  assets  of such  Subsidiary;  (i) the  breach of any  provision  of this
Agreement  by the  Company or (j) the  failure of any  successor  company to the
Company to expressly assume this Agreement.

        "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.

        "Net After Tax Benefit"  means the sum of (i) the total amounts  payable
to the  Executive  under  Section  4(a) of this  Agreement,  plus (ii) all other
payments  and  benefits  which the  Executive  receives  or is then  entitled to
receive  from the Company or any  Subsidiary  that would  constitute a Parachute
Payment,  less (iii) the amount of federal  income taxes payable with respect to
the foregoing  calculated at the maximum  marginal income tax rate for each year
in which the foregoing  shall be paid to the  Executive  (based upon the rate in
effect for such year as set forth in the Code at the time of  termination of his
employment),  less (iv) the amount of excise  taxes  imposed with respect to the
payments  and  benefits  described  in (i) and (ii) above by Section 4999 of the
Code.

        "Note of Termination"  means a written notice to the Executive or to the
Company,  as the case may be, which shall indicate those specific  provisions in
this Agreement  relief upon and which sets forth in reasonable  detail the facts
and  circumstances  claimed  to  provide  a  basis  for the  termination  of the
Executive's  employment  constituting  a  Termination  under  the  provision  so
indicated.

        "Parachute  Payment" means any payment deemed to constitute a "parachute
payment" as defined in Section  280G of the Internal  Revenue  Code of 1986,  as
amended.

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

        "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.

        "Termination" means following the occurrence of any Change of Control by
the Company (i) the  involuntary  termination of the employment of the Executive
for any  reason  other  than  for  Cause,  death  or  Disability,  or  (ii)  the
termination of employment by the Executive for Good Reason;  provided,  however,
that any retirement  under a retirement plan available to salaried  employees or
employees  generally of the Company or any Subsidiary that employs the Executive
that is  coincident  with or  subsequent  to a  Termination,  will not  preclude
payments  under this  Agreement to which the Executive is entitled in respect of
such Termination.