Exhibit 4.11


                             KERR-McGEE CORPORATION



                                       to



                                CITIBANK, N.A.,
                                   as Trustee








                         Second Supplemental Indenture

                              Dated August 2, 1999

                    Supplementing and Amending the Indenture
                           Dated as of August 1, 1982












                THIS  SECOND  SUPPLEMENTAL  INDENTURE,   dated  August  2,  1999
(hereinafter  called  the  "Supplemental  Indenture"),   is  between  KERR-McGEE
CORPORATION, a Delaware corporation (hereinafter called the "Corporation"),  and
CITIBANK, N.A., a national banking association duly organized and existing under
the laws of the  United  States of  America,  as  Trustee  under  the  Indenture
referred to below (hereinafter called the "Trustee").

                                    RECITALS

                The Company and the Trustee are parties to an  Indenture,  dated
as of August 1, 1982,  as amended  (the  "Indenture"),  relating to the issuance
from time to time by the Company of its  Securities  on terms to be specified at
the time of issuance.  Capitalized  terms used herein and not otherwise  defined
shall have the meanings assigned to them in the Indenture.

                The Company has duly  authorized the creation of a series of its
Securities  denominated  its  "5-1/2% Exchangeable  Notes Due  August  2,  2004"
representing up to 9,954,000 of its "Debt Exchangeable for Common StockSM" (such
Securities  being referred to herein as the "DECSSM"),  the principal  amount of
which is mandatorily  exchangeable at Maturity into shares of Common Stock,  par
value $0.10 per share (the "Devon  Common  Stock") of Devon  Energy  Corporation
("Devon"),  or, at the option of the Company (under the circumstances  described
herein),  cash, in either case at the Exchange Rate (as defined  herein)  and/or
such other consideration as permitted or required by the terms of the DECS.

                The Company has duly  authorized  the  execution and delivery of
this Supplemental Indenture in order to provide for the issuance of the DECS.

                The Company has requested the Trustee and the Trustee has agreed
to join with it in the execution and delivery of this Supplemental Indenture.

                Section  901(f)  of the  Indenture  provides  that the  Company,
acting  pursuant to a Board  Resolution,  and the Trustee,  at any time and from
time to time, may enter into an indenture  supplemental to the Indenture to make
such  provisions  in regard to matters or questions  arising under the Indenture
which shall not adversely affect the interests of any Holders of Securities.

                The Company  has  determined  that  this  Supplemental Indenture
 complies with Section 901(f) and does not require the consent of any Holders of
 Securities.   On  the  basis  of the foregoing, the Trustee has determined that
 this Supplemental Indenture is in form satisfactory to it.

                The  Company  has   furnished  the  Trustee  with  an  Officer's
Certificate and an Opinion of Counsel complying with the requirements of Section
905 of the Indenture,  stating that the execution of this Supplemental Indenture
is authorized or permitted by the Indenture,  and has delivered to the Trustee a
Board  Resolution  authorizing  the execution and delivery of this  Supplemental
Indenture,  together  with such other  documents  as may have been  required  by
Section 102 of the Indenture.

                All things necessary to make this Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.

                The entry into this Supplemental Indenture by the parties hereto
is in all respects authorized by the provisions of the Indenture.

                The Company has duly  authorized  the  execution and delivery of
this Supplemental Indenture, and all things necessary have been done to make the
DECS, when executed by the Company and authenticated and delivered hereunder and
duly issued by the Company,  the valid  obligations of the Company,  and to make
this Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms.

                NOW THEREFORE:

                It  is  mutually  covenanted  and  agreed,  for  the  equal  and
proportionate benefit of all Holders of the DECS, as follows:

                                   I ARTICLE

I.1.            SECTION   Definitions.

                For  all  purposes  of  the  Indenture  and  this   Supplemental
Indenture as they relate to the DECS, except as otherwise  expressly provided or
unless the context otherwise requires:

(1)             the terms defined in this Article have  the meanings assigned to
them in this Article;

(1)             the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Supplemental Indenture as a whole
and not to any particular Article, Section or other subdivision; and

(1)             capitalized   terms  used  but  not  defined  herein are used as
they are defined in the Indenture.

                "Adjustment Event" has the meaning set forth in Section 2.04(b).

                "Business Day" means any day that is not a Saturday, a Sunday or
a day on which the NYSE or banking  institutions  or trust companies in The City
of New York are authorized or obligated by law or executive order to close.

                "Closing  Price" of any  security  on any date of  determination
means (i) the closing sale price (or, if no closing price is reported,  the last
reported  sale price) of such  security  (regular way) on the NYSE on such date,
(ii) if such security is not listed for trading on the NYSE on any such date, as
reported  in  the  composite   transactions  for  the  principal  United  States
securities exchange on which such security is so listed,  (iii) if such security
is not so listed on a United States national regional  securities  exchange,  as
reported by the Nasdaq Stock  Market,  (iv) if such security is not so reported,
the last quoted bid price for such  security in the  over-the-counter  market as
reported by the National  Quotation  Bureau or similar  organization,  or (v) if
such security is not so quoted, the average of the mid-point of the last bid and
ask prices for such security from each of at least three  nationally  recognized
independent investment banking firms selected by the Company for such purpose.

                "DECS"  has  the  meaning  set  forth  in  the  recitals to this
Supplemental Indenture.

                "Devon Common Stock" has  the  meaning set forth in the recitals
to this Supplemental Indenture.

                "Dilution Event"  has  the  meaning set forth in Section 2.05(a)
(ii).

                "Exchange  Rate" means a rate equal to (a) if the Maturity Price
is greater  than or equal to $39.16125  (the  "Threshold  Appreciation  Price"),
0.84746 shares of Devon Common Stock per DECS, (b) if the Maturity Price is less
than the Threshold  Appreciation  Price but is greater than the Initial Price, a
fraction  equal to (i) the Initial Price  divided by (ii) the Maturity  Price of
one share of Devon Common Stock per DECS (such fractional share being calculated
to the nearest 1/100,000th of a share or, if there is not a nearest  1/100,000th
of a share,  to the next higher  1/100,000th of a share) and (c) if the Maturity
Price is less than or equal to the  Initial  Price,  one  share of Devon  Common
Stock  per  DECS;  provided,  however,  that the  Exchange  Rate is  subject  to
adjustment from time to time pursuant to Section 2.04(a).

                "Initial Price" means $33.1875 per share of Devon Common Stock.

                "Market  Price"  means,  as of any  date of  determination,  the
average  Closing  Price per share of Devon  Common Stock for the 20 Trading Days
immediately  prior to (but not including) the date of  determination;  provided,
however,  that if there  are not 20  Trading  Days for the  Devon  Common  Stock
occurring  later  than the 60th  calendar  day  immediately  prior  to,  but not
including,  such date, the Market Price shall mean the market value per share of
Devon Common  Stock as of such date as  determined  by a  nationally  recognized
investment banking firm retained for such purpose by the Company.

                "Maturity"  means  the date on  which  the  principal  of a DECS
becomes  due and payable as provided  herein,  whether at Stated  Maturity or by
declaration of acceleration or otherwise.

                "Maturity  Price" means the average  Closing  Price per share of
Devon  Common  Stock  on the 20  Trading  Days  immediately  prior  to (but  not
including)  the date of Maturity;  provided,  however,  that if there are not 20
Trading Days for the Devon Common Stock  occurring  later than the 60th calendar
day  immediately  prior to, but not  including,  the date of Maturity,  Maturity
Price means the market  value per share of Devon  Common Stock as of Maturity as
determined  by a  nationally  recognized  independent  investment  banking  firm
retained for such purpose by the Company.

                "NYSE" means the New York Stock Exchange, Inc.

                "Ordinary   Cash   Dividend"   has  the  meaning  set  forth  in
subparagraph (b)(5) of Section 2.04.

                "Reported Securities" has the meaning set forth in  subparagraph
(b)(3) of Section 2.04.

                "Share  Components"  means the ratios of shares of Devon  Common
Stock per DECS  specified  in  clauses  (a),  (b) and (c) of the  definition  of
"Exchange Rate" set forth in this Article.

                "Threshold  Appreciation Price" has the meaning specified in the
definition of "Exchange Rate" set forth in this Article.

                "Trading  Day" means a Business Day on which the  security,  the
Closing Price of which is being determined, (a) is not suspended from trading on
any national or regional  securities exchange or association or over-the-counter
market at the close of business and (b) has traded at least once on the national
or regional securities  exchange or association or over-the-counter  market that
is the primary market for the trading of such security.

                "Transaction  Value"  means  (a) for any  cash  received  in any
Adjustment  Event,  the amount of cash received per share of Devon Common Stock,
(b) for any Reported  Securities  received in any  Adjustment  Event,  an amount
equal to (x) the average Closing Price per security of such Reported  Securities
for the 20  Trading  Days  immediately  prior  to (but not  including)  Maturity
multiplied by (y) the number of such Reported  Securities (as adjusted  pursuant
to subparagraph  (b)(4) of Section 2.04) receive per share of Devon Common Stock
and (c) for any  property  received in any  Adjustment  Event other than cash or
such  Reported  Securities,  an  amount  equal to the fair  market  value of the
property  received per share of Devon Common Stock on the date such  property is
received,  as  determined  by a nationally  recognized  investment  banking firm
retained for this purpose by the Company; provided, however, that in the case of
clause (b),  (x) with respect to  securities  that are  Reported  Securities  by
virtue of only clause (iv) of the definition of Reported  Security,  Transaction
Value  with  respect  to any such  Reported  Security  means the  average of the
mid-point  of the  last bid and ask  prices  for such  Reported  Security  as of
Maturity  from  each  of  at  least  three  nationally  recognized   independent
investment  banking firms retained for such purpose by the Company multiplied by
the number of such Reported  Securities  (as adjusted  pursuant to  subparagraph
(b)(4) of Section  2.04)  received  per share of Devon Common Stock and (y) with
respect to all other Reported  Securities,  if there are not 20 Trading Days for
any  particular  Reported  Security  occurring  later than the 60th calendar day
immediately prior to, but not including, the date of Maturity, Transaction Value
with respect to such  Reported  Security  means the market value per security of
such Reported  Security as of Maturity as determined by a nationally  recognized
investment  banking firm retained for such purpose by the Company  multiplied by
the number of such Reported  Securities  (as adjusted  pursuant to  subparagraph
(b)(4) of Section 2.04)  received per share of Devon Common Stock.  For purposes
of calculating the Transaction  Value,  any cash,  Reported  Securities or other
property  receivable  in any  Adjustment  Event  shall be  deemed  to have  been
received  immediately prior to the close of business on the record date for such
Adjustment  Event  or,  if there is no record  date for such  Adjustment  Event,
immediately  prior  to the  close  of  business  on the  effective  date of such
Adjustment Event.

I.1.            Section   Effect of Headings.

                The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

I.1.            Section   Successors and Assigns.

                All covenants and agreements in this  Supplemental  Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.

I.1.            Section   Separability.

                In case any provision in this Supplemental Indenture or the DECS
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

I.1.            Section   Conflict with Trust Indenture Act.

                If any  provision  hereof  limits,  qualifies or conflicts  with
another  provision hereof which is required to be included in this  Supplemental
Indenture  by any of the  provisions  of the  Trust  Indenture  Act of 1939,  as
amended, such required provisions shall control.

I.1.            Section   Benefits of Supplemental Indenture.

                Nothing in this  Supplemental  Indenture,  expressed or implied,
shall give to any  person,  other than the parties  hereto and their  successors
hereunder,  and the  Holders of the DECS any  benefit or any legal or  equitable
right, remedy or claim under this Supplemental Indenture.

I.1.           Section   Application of Supplemental Indenture.

               This Supplemental Indenture shall take effect on the date hereof,
and  shall,  except  with respect to Section 1.09, apply only to the DECS.  This
Supplemental  Indenture  shall  have  no effect on any other Securities, whether
originally  issued  prior to the date hereof or thereafter.  If any provision of
this  Supplemental  Indenture  is  inconsistent   with  any  provision   of  the
Indenture, then, to the extent permitted by the Indenture, the provision in this
Supplemental Indenture shall control.

I.1.            SECTION   Governing Law.

                THIS SUPPLEMENTAL INDENTURE AND THE DECS SHALL BE DEEMED TO BE A
CONTRACT  MADE  UNDER  THE LAWS OF THE  STATE OF NEW YORK AND THIS  SUPPLEMENTAL
INDENTURE  AND EACH SUCH DECS SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                Section 1.09.  Section 301 of the Indenture is hereby amended as
follows:

                (a)     By amending Section 301 of the Indenture by deleting the
word "and" at the end of clause (12), by renumbering clause (13)  of Section 301
as clause (14), and by inserting a new Section (13) as follows:

                        (13) the terms and  conditions,  if any,  upon which the
Securities of the series may or shall be  convertible  into or  exchangeable  or
exercisable   for  or  payable  in,  among  other  things,   other   securities,
instruments,  contracts,  currencies,  commodities  or other forms of  property,
rights or interests or any combination of the foregoing; and

                (b)     By  amending  clause  (c) of Section 601 by deleting the
word  "and"  at  the  end  of  clause (3), by replacing the period at the end of
clause (4) with "and", and by inserting as a new clause (5) as follows:

                        (5)     the  Trustee  shall not at any time be under any
duty  or  responsibility  to  any  Holder  of  a  Security  that may or shall be
convertible  into  or exchangeable or exercisable for or payable in, among other
things, other securities,   instruments,   contracts, currencies, commodities or
other  forms  of  property,  rights  or  interests  or  any  combination  of the
foregoing, (A)  to make or cause to be made any adjustment of the amount of the,
among other things securities,  instruments, contracts, currencies,  commodities
or  other  forms  of  property,   rights or interests or any combination  of the
foregoing  that may be issued,  transferred  or delivered to such Holder,  or to
determine  whether  any  facts  exist which may require any such adjustment,  or
with  respect  to the nature or extent of any such adjustment when made, or with
respect  to  any  method  employed  in  making  the same, (B) to account for the
validity  or  value  (or  the  kind  or  amount)  of  the,  among other  things,
securities,  instruments,  contracts, currencies, commodities or others forms of
property,  rights or interests or any  combination  of the foregoing that may at
any time be issued,  transferred or delivered to such Holder or (C) with respect
to the  failure of the Company to issue,  transfer or deliver any of the,  among
other things, securities,  instruments,  contracts,  currencies,  commodities or
other forms of property, rights or interests or any combination of the foregoing
pursuant to the terms of such Security.

                (c)     By amending clause (i) of Section 902 by inserting after
the last comma at the end of such clause the following: "or change  the terms or
conditions  of  any Securities so as to adversely affect the terms or conditions
upon  which  such Securities are convertible into or exchangeable or exercisable
for or payable in, among other things, other securities, instruments, contracts,
currencies,  commodities  or other forms of property, rights or interests or any
combination of the foregoing."


                                   I ARTICLE
                                    The DECS

I.1.            Section   Title and Terms.

                There  is  hereby  created  under  the  Indenture  a  series  of
Securities  known  and designated as the "51/2% Exchangeable Notes Due August 2,
2004"  of  the  Company.   The  aggregate  principal  amount of DECS that may be
authenticated  and  delivered  under  this  Indenture is limited to $330,348,375
million,  except  for  DECS  authenticated and delivered upon reregistration of,
transfer  of,  or in exchange for, or in lieu of, other DECS pursuant to Section
305, 306, 307, 904 and 1103 of the Indenture.

                The Stated  Maturity  for payment of principal of the DECS shall
be August 2, 2004 and the DECS shall bear  interest  (computed on the basis of a
360-day  year of twelve  30-day  months)  at the rate of 51/2% of the  principal
amount per annum, from the date of original issuance or the most recent Interest
Payment Date to which  interest has been paid or duly  provided  for,  until the
principal  amount thereof is exchanged at maturity  pursuant to the terms of the
DECS.  Interest on the DECS shall be payable quarterly in arrears on February 1,
May 1, August 1 and November 1 of each year,  commencing November 1, 1999 (each,
an  "Interest  Payment  Date"),  to the  persons in whose names the DECS (or any
predecessor  securities)  are registered at the close of business on the January
15, April 15, July 15 and October 15 immediately preceding such Interest Payment
Date, until the principal thereof is paid or made available for payment provided
that  interest  payable at  Maturity  shall be payable to the person to whom the
Devon Common Stock is deliverable.

                The  DECS  shall  be  initially  issued  in the form of a Global
Security and the Depositary for the DECS shall be the Depository  Trust Company,
New York, New York.

                The DECS  shall not be redeemable prior to their Stated Maturity
and  shall  not  be  subject  to  any sinking fund.  The DECS are not subject to
payment prior to the date of Maturity at the option of the Holder.

                The DECS  shall  be  mandatorily  exchangeable  as  provided  in
Section 2.02.

                The Company shall not be obligated to pay any additional amounts
on the DECS in respect of taxes,  except as  otherwise  provided in Section 2.06
and 3.01.

                The DECS shall be  issuable  in  denominations  of $1000 and any
amounts in excess thereof.

                The  DECS  shall  not  be  issued  as  Original  Issue  Discount
Securities.

                The form of DECS attached hereto as Exhibit A is hereby adopted,
as a form of Securities of a series that consists of DECS.  Certain terms of the
DECS are set forth in the form of the DECS.

                With  respect  to  the DECS only and for the benefit of only the
Holders  thereof,  the  failure on the part of the Company to observe or perform
any  of  the  covenants  or agreements on the part of the Company in this Second
Supplemental  Indenture  not otherwise specified in Section 501 of the Indenture
shall  be an additional Event of Default with respect to the DECS as if and, for
all  purposes  under  the  Indenture,  to  the  same  extent as if the same were
specified in paragraph (d) of such Section 501 of the Indenture.

I.1.            Section   Exchange at Maturity.

                Subject to Section 2.04(b),  at Maturity the principal amount of
each DECS shall be mandatorily  exchanged by the Company into a number of shares
of Devon Common Stock at the Exchange Rate; provided, however, that, pursuant to
Section 2.03, no fraction of a share of Devon Common Stock shall be issued.  The
Holders  of the  DECS  shall  be  responsible  for  the  payment  of any and all
brokerage costs upon the subsequent sale of such shares. The Company may, at its
option,  in lieu of  delivering  Devon Common  Stock,  deliver cash in an amount
(calculated  to the  nearest  1/100th of a dollar per DECS or, if there is not a
nearest 1/100th of a dollar,  then to the next higher 1/100th of a dollar) equal
to the  product  of the  number  of  shares  of  Devon  Common  Stock  otherwise
deliverable  in respect of such DECS on the date of Maturity,  multiplied by the
Maturity Price; provided, however, that if such option is exercised, the Company
shall  deliver  cash with  respect to all,  but not less than all,  of the Devon
Common Stock that would otherwise be  deliverable.  In determining the amount of
cash deliverable in exchange for the DECS in lieu of Devon Common Stock pursuant
to the prior sentence  hereof,  if more than one DECS shall be  surrendered  for
exchange  at one time by the same  Holder,  the  amount of cash  which  shall be
delivered upon exchange  shall be computed on the basis of the aggregate  number
of DECS so surrendered at Maturity.

I.1.            Section   No Fractional Shares.

                If more than one DECS shall be surrendered for exchange pursuant
to Section  2.02 at one time by the same  Holder,  the number of full  shares of
Devon Common  Stock or Reported  Securities  which shall be delivered  upon such
exchange,  in whole or in part,  as the case may be,  shall be  computed  on the
basis of the aggregate  number of DECS  surrendered  at Maturity.  No fractional
shares or scrip representing fractional shares of Devon Common Stock or Reported
Securities shall be issued or delivered upon any exchange  pursuant  to  Section
2.02 of any  DECS. In lieu of any fractional share of Devon  Common  Stock or of
Reported  Securities which, but for the immediately  preceding  sentence,  would
otherwise be deliverable upon such exchange, the Company, through any applicable
Paying Agent,  shall make a cash payment in respect of such fractional  interest
in an amount equal to the value of such  fractional  share of Devon Common Stock
or Reported  Security  at the  Maturity  Price.  The  Company  shall,  upon such
exchange of any DECS,  provide cash to any applicable  Paying Agent in an amount
equal to the cash payable with respect to any fractional  shares of Devon Common
Stock  deliverable  upon  such  exchange,  and the  Company  shall  retain  such
fractional shares of Devon Common Stock.

I.1.            Section   Adjustment of Exchange Rate.

(a)               Adjustment  for  Distributions,  Reclassifications,  etc.  The
Exchange Rate shall be subject to adjustment from time to time as follows:

(i)                       If Devon shall:

(A) pay a stock dividend or make a distribution, in either case, with respect to
the Devon Common Stock in shares of such stock;

(A)  subdivide  or split the  outstanding  shares of Devon  Common  Stock into a
greater number of shares;

(A) combine the  outstanding  shares of Devon Common Stock into a smaller number
of shares; or

(A)       issue  by  reclassification (other than a reclassification pursuant to
clause  (ii),  (iii),  (iv)  or  (v)  of  the definition  of Adjustment Event in
paragraph  (b)  of  this  Section) of shares of Devon Common Stock any shares of
common stock of Devon;

                 then, in any such event, the Exchange Rate shall be adjusted by
                 adjusting each of the Share  Components of the Exchange Rate in
                 effect  immediately prior to such event so that a holder of any
                 DECS shall be entitled to receive,  upon  exchange  pursuant to
                 Section 2.02 of the principal  amount of such DECS at Maturity,
                 the number of shares of Devon  Common Stock (or, in the case of
                 a reclassification  referred to in clause (D) of this sentence,
                 the  number  of shares of other  common  stock of Devon  issued
                 pursuant  thereto)  which  such  holder of such DECS would have
                 owned or been entitled to receive  immediately  following  such
                 event had such DECS been  exchanged  immediately  prior to such
                 event or any  record  date  with  respect  thereto.  Each  such
                 adjustment shall become effective at the opening of business on
                 the   Business   Day  next   following   the  record  date  for
                 determination  of holders of Devon  Common  Stock  entitled  to
                 receive such dividend or distribution in the case of a dividend
                 or distribution  and shall become effective  immediately  after
                 the  effective  date  in  the  case  of a  subdivision,  split,
                 combination or reclassification.  Each such adjustment shall be
                 made successively.

(i)                  If Devon  shall,  after the date  hereof,  issue  rights or
warrants to all holders of Devon Common Stock entitling them to subscribe for or
purchase  shares of Devon  Common  Stock  (other than  rights to purchase  Devon
Common Stock  pursuant to a plan for the  reinvestment  of dividends) at a price
per share less than the Market  Price of the Devon  Common Stock on the Business
Day next following the record date for the determination of holders of shares of
Devon  Common Stock  entitled to receive  such rights or warrants,  then in each
case,  the  Exchange  Rate shall be  adjusted by  multiplying  each of the Share
Components  of  the  Exchange  Rate  in  effect  on  the  record  date  for  the
determination  of holders of Devon Common Stock  entitled to receive such rights
or warrants,  by a fraction,  of which the numerator  shall be (A) the number of
shares of Devon Common Stock outstanding on such record date plus (B) the number
of additional  shares of Devon Common Stock offered for subscription or purchase
pursuant to such rights or warrants,  and of which the denominator  shall be (x)
the number of shares of Devon Common Stock  outstanding on such record date plus
(y) the number of  additional  shares of Devon Common Stock which the  aggregate
offering  price of the total  number of shares of Devon  Common Stock so offered
for subscription or purchase  pursuant to such rights or warrants would purchase
at the Market Price of the Devon Common Stock on the Business Day next following
such record date,  which number of  additional  shares  shall be  determined  by
multiplying  such total number of shares by the exercise price of such rights or
warrants  and  dividing  the product so  obtained by such Market  Price of Devon
Common Stock.  Such adjustment shall become effective at the opening of business
on the  Business Day next  following  the record date for the  determination  of
holders of Devon  Common Stock  entitled to receive such rights or warrants.  To
the extent that such rights or warrants expire prior to the Maturity of the DECS
and shares of Devon  Common Stock are not  delivered  pursuant to such rights or
warrants prior to such expiration,  the Exchange Rate shall be readjusted to the
Exchange  Rate  which  would  then be in  effect  had such  adjustments  for the
issuance of such rights or warrants been made upon the basis of delivery of only
the number of shares of Devon Common Stock actually  delivered  pursuant to such
rights or warrants. Each such adjustment shall be made successively.

(i)                       Any  shares  of Devon Common Stock issuable in payment
of a dividend shall be deemed to have been issued immediately prior to the close
of business on the record date for such dividend for purposes of calculating the
number  of  outstanding  shares of Devon Common Stock under paragraph (a)(ii) of
this Section.

(i)                  All  adjustments to the Exchange Rate will be calculated to
the nearest  1/100,000th of a share of Devon Common Stock (or, if there is not a
nearest  1/100,000th  of a share  of  Devon  Common  Stock,  to the  next  lower
1/100,000th  of a share of Devon Common  Stock).  No  adjustment in the Exchange
Rate shall be  required  unless  such  adjustment  would  require an increase or
decrease  of  at  least  one  percent  therein;  provided,   however,  that  any
adjustments  which by reason of this  paragraph  (a)(iv) are not  required to be
made  shall  be  carried  forward  and  taken  into  account  in any  subsequent
adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs
(a)(i) or  (a)(ii)  of this  Section,  an  adjustment  shall also be made to the
Maturity  Price as such term is used  throughout the definition of Exchange Rate
set forth in Section 1.01.  The required  adjustment to the Maturity Price shall
be made at Maturity by multiplying the original  Maturity Price by the number or
fraction  determined under  paragraphs  (a)(i) and/or (a)(ii) of this Section by
which the original Exchange Rate was multiplied to adjust such rate. In the case
of a reclassification  of any shares of Devon Common Stock into any common stock
of Devon other than Devon Common Stock,  such common stock shall be deemed to be
shares of Devon Common Stock solely to determine the Maturity Price and to apply
the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the
Maturity Price shall be made successively.

(a)                  Other Adjustment  Events.  In the event of (i) any dividend
or  distribution  by Devon to all holders of Devon  Common Stock of evidences of
its  indebtedness  or other assets  (excluding  any  dividends or  distributions
referred to in clause (A) of paragraph (a)(i) of this Section, any common shares
issued  pursuant to a  reclassification  referred to in clause (D) of  paragraph
(a)(i) of this Section and any Ordinary Cash  Dividends  (as defined  below)) or
any issuance by Devon to all holders of Devon Common Stock of rights or warrants
to  subscribe  for or  purchase  any of its  Securities  (other  than  rights or
warrants  referred  to  in  paragraph   (a)(ii)  of  this  Section),   (ii)  any
consolidation or merger of Devon or any surviving entity or subsequent surviving
entity of Devon (a "Devon  Successor") with or into another entity (other than a
merger or  consolidation  in which Devon is the  continuing  corporation  and in
which the Devon  Common  Stock  outstanding  immediately  prior to the merger or
consolidation  is not exchanged for cash,  securities or other property of Devon
or  another  corporation),  (iii) any sale,  transfer,  lease or  conveyance  to
another  corporation  of the  property  of Devon or any  Devon  Successor  as an
entirety  or  substantially  as an  entirety,  (iv) any  statutory  exchange  of
securities of Devon or any Devon Successor with another  corporation (other than
in connection with a merger or acquisition) or (v) any liquidation,  dissolution
or winding up of Devon or any Devon  Successor  (any such event,  an "Adjustment
Event"), the property receivable by Holders of DECS at Maturity shall be subject
to adjustment from time to time as follows:

(1)                  Each Holder of a DECS will receive at Maturity,  in lieu of
or (in the case of an Adjustment Event described in clause (i) of this paragraph
(b)) in addition to, the shares of Devon  Common  Stock that it would  otherwise
receive as  required  by  Section  2.02,  cash in an amount  equal to (A) if the
Maturity  Price is greater than or equal to the  Threshold  Appreciation  Price,
0.84746  multiplied by the Transaction  Value, (B) if the Maturity Price is less
than the Threshold Appreciation Price but is greater than the Initial Price, the
product of (x) the Initial Price divided by the Maturity Price multiplied by (y)
the Transaction Value and (C) if the Maturity Price is less than or equal to the
Initial Price, the Transaction Value.

(1)                  Following an Adjustment  Event, the Maturity Price, as such
term is used in  subparagraph  (b)(1) above and  throughout  the  definition  of
Exchange Rate,  shall be deemed to equal (A) if shares of Devon Common Stock are
outstanding  at Maturity,  subject to clause (B) below,  the  Maturity  Price of
Devon Common Stock, as adjusted  pursuant to the provisions of paragraph (a)(iv)
of this  Section,  plus the  Transaction  Value or (B) if shares of Devon Common
Stock are not outstanding at maturity (or if the Devon Common Stock, as a result
of an Adjustment Event, is not (i) listed on a United States national securities
exchange, (ii) reported on a United States national securities system subject to
last sale reporting or (iii) traded in the over-the-counter  market and reported
on the National Quotation Bureau or similar organization,  and for which bid and
ask  prices  are  not  available  from  at  least  three  nationally  recognized
investment banking firms), the Transaction Value.

(1)                   Notwithstanding   the  foregoing,   with  respect  to  any
securities  received in an Adjustment  Event that (A) are (i) listed on a United
States national securities  exchange,  (ii) reported on a United States national
securities  system  subject  to  last  sale  reporting,   (iii)  traded  in  the
over-the-counter market and reported on the National Quotation Bureau or similar
organization  or (iv) for which bid and ask prices are  available  from at least
three  nationally  recognized  investment  banking  firms and (B) are either (x)
perpetual equity securities or (y) non-perpetual  equity or debt securities with
a stated maturity after the Stated Maturity ("Reported Securities"), the Company
may, at its option,  in lieu of  delivering  the amount of cash  deliverable  in
respect of Reported Securities received in an Adjustment Event, as determined in
accordance  with  subparagraph  (b)(1),   deliver  a  number  of  such  Reported
Securities  with a value equal to such cash amount,  as determined in accordance
with  clause (b) of the  definition  of  Transaction  Value set forth in Section
1.01; provided, however, that (i) if such option is exercised, the Company shall
deliver  Reported  Securities  in  respect of all,  but not less than all,  cash
amounts that would  otherwise be deliverable  in respect of Reported  Securities
received in an Adjustment  Event,  (ii) the Company may not exercise such option
if the Company has elected to deliver  cash in lieu of Devon  Common  Stock,  if
any,  deliverable upon Maturity or if such Reported Securities have not yet been
delivered to the holders entitled thereto following such Adjustment Event or any
record  date with  respect  thereto,  and (iii)  subject to clause  (ii) of this
proviso,  the Company must exercise such option if the Company does not elect to
deliver cash in lieu of Devon Common Stock, if any,  deliverable  upon Maturity.
If the Company elects to deliver Reported Securities, each Holder of a DECS will
be  responsible  for the payment of any and all brokerage and other  transaction
costs upon the sale of such Reported  Securities.  If,  following any Adjustment
Event, any Reported Security ceases to qualify as a Reported Security,  then (x)
the Company may no longer elect to deliver such Reported  Security in lieu of an
equivalent amount of cash and (y)  notwithstanding  clause (b) of the definition
of Transaction Value, the Transaction Value of such Reported Security shall mean
the fair market value of such Reported Security on the date such security ceases
to qualify as a Reported  Security,  as  determined  by a nationally  recognized
investment banking firm retained for this purpose by the Company.

(1)                  The amount of cash and/or the kind and number of securities
into which the DECS shall be  exchangeable  after an  Adjustment  Event shall be
subject to adjustment  following  such  Adjustment  Event in the same manner and
upon the  occurrence of the same type of events as described in  paragraphs  (a)
and (b) of this Section with respect to Devon Common Stock and Devon.

(1)                  For  purposes of the  foregoing,  the term  "Ordinary  Cash
Dividend" means,  with respect to any consecutive  365-day period,  any dividend
with respect to Devon Common Stock paid in cash to the extent that the amount of
such  dividend,  together  with the aggregate  amount of all other  dividends on
Devon Common Stock paid in cash during such 365-day period, does not exceed on a
per-share  basis 10% of the average of the Closing  Prices of Devon Common Stock
over such 365-day period.  For purposes of this  subparagraph  (b)(5),  any cash
dividend  shall  be  deemed  to be paid as of the  record  date  for  such  cash
dividend.

I.1.            Section   Notice of Adjustment and Certain Other Events.

(a)               Whenever  the  Exchange Rate is adjusted as herein provided or
an Adjustment Event occurs, the Company shall:

(i)                    forthwith   compute  the  adjusted   Exchange   Rate  (or
Transaction  Value) in  accordance  with Section 2.04 and prepare a  certificate
signed by an officer of the Company setting forth the adjusted Exchange Rate (or
Transaction  Value), the method of calculation  thereof in reasonable detail and
the facts  requiring such  adjustment  and upon which such  adjustment is based,
which  certificate  shall be  conclusive,  final  and  binding  evidence  of the
correctness  of the  adjustment,  and file such  certificate  forthwith with the
Trustee; and

(i)                  within ten Business  Days  following  the  occurrence of an
event that permits or requires an  adjustment  to the Exchange  Rate pursuant to
Section 2.04(a) (each, a "Dilution  Event") or an Adjustment  Event that permits
or requires a change in the  consideration to be received by Holders pursuant to
Section  2.04(b)  (or,  in  either  case,  if the  Company  is not aware of such
occurrence,  as soon as practicable  after becoming so aware),  provide  written
notice  to the  Trustee  and to the  Holders  of  the  outstanding  DECS  of the
occurrence of such Dilution Event or Adjustment  Event  including a statement in
reasonable  detail  setting  forth the  method by which  any  adjustment  to the
Exchange Rate or change in the  consideration  to be received by Holders of DECS
following  the  Adjustment  Event was  determined  and setting forth the revised
Exchange Rate or consideration,  as the case may be; provided,  however, that in
respect of any adjustment of the Maturity Price,  such notice need only disclose
the factor by which the Maturity  Price is to be multiplied  pursuant to Section
2.04(a)(iv) in order to determine which clause of the definition of the Exchange
Rate will apply at Maturity,  it being  understood  that,  until  Maturity,  the
Exchange Rate itself cannot be determined.

(a)               In case at any time while any of the DECS are outstanding the
Company becomes aware that:

(i)                       Devon   will   declare   a   dividend  (or  any  other
distribution)  on  or in respect of the Devon Common Stock to which Section 2.04
(a)(i)  or (ii) shall apply (other than any cash dividends and distributions, if
any, paid  from  time to time by Devon that constitute Ordinary Cash Dividends);

(i)                       Devon  will  authorize  the issuance to all holders of
Devon  Common Stock of rights or warrants to subscribe for or purchase shares of
Devon Common Stock or of any other subscription rights or warrants;

(i)                       there will occur any conversion or reclassification of
Devon  Common  Stock  (other  than  a  subdivision or combination of outstanding
shares   of   such   Devon   Common  Stock)  or  any  consolidation,  merger  or
reorganization  to  which  Devon  is  a  party  and  for  which  approval of any
stockholders  of  Devon  is  required,  or  the  sale  or  transfer  of  all  or
substantially all of the assets of Devon; or

(i)                       there   will   occur   the  voluntary  or  involuntary
dissolution, liquidation or winding up of Devon;

                 then, if the Company becomes aware of the information described
                 in clause (x) and (y) below  (other  than the  proposed  merger
                 between  Devon  Delaware and  PennzEnergy  Corp.  for the terms
                 disclosed on the date  hereof) a  reasonable  amount of time in
                 advance of the  delivery and filing  requirements  set forth in
                 this  subparagraph (b), the Company shall cause to be delivered
                 to the Trustee and any applicable Paying Agent and filed at the
                 office or agency maintained for the purpose of exchange of DECS
                 at  Maturity in the  Borough of  Manhattan,  in The City of New
                 York by the Trustee (or any applicable Paying Agent), and shall
                 promptly  cause to be  mailed to the  Holders  of DECS at their
                 last addresses as they shall appear upon the registration books
                 of the  Security  Registrar,  at least ten days before the date
                 hereinafter  specified (or the earlier of the dates hereinafter
                 specified,  in the event  that more than one is  specified),  a
                 notice  stating  (x) the date on which a record  is to be taken
                 for the  purpose  of such  dividend,  distribution  or grant of
                 rights or warrants or, if a record is not to be taken, the date
                 as of which  holders  of Devon  Common  Stock of  record  to be
                 entitled to such dividend,  distribution  or grant of rights or
                 warrants are to be determined, or (y) the date, if known by the
                 Company, on which such reclassification, consolidation, merger,
                 sale,  transfer,  dissolution,  liquidation  or  winding  up is
                 expected to become  effective.  Following any Adjustment Event,
                 the  provisions of this  paragraph (b) shall apply with respect
                 to any Reported  Securities  in the same manner as with respect
                 to Devon and the Devon Common Stock.

(a)                  On or prior to the twenty-first  Business Day preceding the
Stated  Maturity  of the DECS,  the  Company  shall  notify the Trustee and will
publish a notice in a daily  newspaper of national  circulation  stating whether
the Company will  deliver,  in  accordance  with Section  2.02,  shares of Devon
Common  Stock or cash  (and/or,  in  accordance  with Section  2.04(b),  cash or
Reported  Securities) upon the mandatory exchange of the principal amount of the
DECS. The Trustee shall notify DTC of the form of  consideration to be delivered
by the  Company.  After the close of business on the  Business  Day  immediately
preceding the Stated  Maturity of the DECS, the Company shall notify the Trustee
in  writing  of the  number of  shares of Devon  Common  Stock  and/or  Reported
Securities, or the amount of cash to be paid per DECS.

I.1.            Section   Taxes.

(a)                  The  Company  will  pay any  and  all  documentary,  stamp,
transfer  or similar  taxes that may be payable in respect of the  transfer  and
delivery  of Devon  Common  Stock  (or  Reported  Securities)  pursuant  hereto;
provided,  however,  that the Company  shall not be required to pay any such tax
which may be payable in respect of any  transfer  involved  in the  delivery  of
Devon Common Stock (or Reported  Securities)  in a name other than that in which
the DECS so exchanged were registered, and no such transfer or delivery shall be
made  unless  and until the  person  requesting  such  transfer  has paid to the
Company the amount of any such tax, or has  established,  to the satisfaction of
the Company, that such tax has been paid.

(a)               The parties hereto hereby agree, and each Holder of a DECS  by
its purchase of a DECS hereby agrees:

(i)               to treat,  for U.S.  federal  income  tax  purposes, each DECS
as a forward purchase  contract to purchase  Devon Common Stock at Maturity
(including as a result of acceleration or otherwise)   (the  "forward   purchase
contract characterization"), under the terms of which contract  (a) at the  time
of issuance of the DECS the Holder deposits irrevocably with the Company a fixed
amount of cash equal to the purchase price of the DECS to assure the fulfillment
of the Holder's purchase obligation described in clause (c) below, which deposit
will  unconditionally  and  irrevocably  be applied at Maturity to satisfy  such
obligation,  (b) until Maturity the Company will be obligated to pay interest on
such  deposit  at a rate  equal to the stated  rate of  interest  on the DECS as
compensation to the Holder for the Company's use of such cash deposit during the
term of the DECS,  and (c) at Maturity  such cash  deposit  unconditionally  and
irrevocably will be applied by the Company in full  satisfaction of the Holder's
obligation under the forward purchase contract,  and the Company will deliver to
the  Holder  the  number of  shares of Devon  Common  Stock  that the  Holder is
entitled to receive at the time  pursuant  to the terms of the DECS  (subject to
the  Company's  right to  deliver  cash in lieu of the  shares  of Devon  Common
Stock);

(i)                       to  treat, consistent with the above characterization,
(x) amounts  paid  to  the Company in respect of the original issue of a DECS as
allocable  in  their  entirety to the amount of the cash deposit attributable to
such DECS, and (y) amounts denominated as interest that are payable with respect
to  the  DECS  as  interest  payable  on  the amount of such deposit, includible
annually  in  the income of the Holder as interest income in accordance with its
method of accounting; and

(i)                       to  file  all U.S. federal, state and local income and
franchise  tax   returns  consistent   with   the  forward   purchase   contract
characterization (unless required otherwise by an applicable taxing authority).

I.1.            Section   Delivery of Securities upon Maturity.

                All Devon Common Stock and Reported  Securities  deliverable  to
Holders  upon the  Maturity  of the DECS  shall be  delivered  to such  Holders,
whenever  practicable,  in such manner (such as by book-entry transfer) so as to
assure  same-day  transfer of such  securities  to Holders and  otherwise in the
manner  customary at such time for delivery of such securities and securities of
the same type.


                                   I ARTICLE
                                   Covenants

I.1.            Section   Shares Free and Clear; No Rights in the Stock.

                With  respect  to the DECS only and for the  benefit of only the
Holders thereof, the Company covenants and warrants that upon exchange of a DECS
at Maturity  pursuant to the  Indenture  and this  Supplemental  Indenture,  the
Holder of a DECS shall  receive  valid title to the Devon Common Stock (and,  in
the event an Adjustment Event has occurred, the Reported Securities, if Reported
Securities  are  delivered)  for which  such  DECS is at such time  exchangeable
pursuant to this Indenture,  free and clear any and all liens,  claims,  charges
and encumbrances  whatsoever,  except to the extent such liens, claims,  charges
and encumbrances as may have been placed on any Devon Energy Common Stock by the
prior  owner  thereof,  prior to the time such  Devon  Energy  Common  Stock was
acquired by the Company, or are caused by the Holders. In addition,  the Company
further  warrants  that any Devon  Common  Stock (and  Reported  Securities)  so
delivered  in  exchange  for  DECS  hereunder  shall  be  free  of any  transfer
restrictions  (other than such as are solely attributable to any Holder's status
as an affiliate of Devon or the issuer of such Reported  Securities).  Except as
provided in Section  2.06(a),  the Company  shall pay all taxes and charges with
respect  to the  delivery  of  Devon  Common  Stock  (and  Reported  Securities)
delivered  in  exchange  for DECS  hereunder.  Until such time,  if any,  as the
Company  shall  deliver  shares of Devon  Common Stock to Holders of the DECS at
Maturity,  the Holders  shall not be entitled to any rights with  respect to the
Devon Common Stock (including,  without limitation, voting rights and the rights
to receive any dividends or other distributions in respect thereof.

I.1.            Section   Discharge of Indenture.

                With  respect  to the DECS only and for the  benefit of only the
Holders  thereof,  Article  Four  of the  Indenture  is  amended  to read in its
entirety as follows:

            (a) If at any time  (i) the  Company  shall  have  delivered  to the
            Trustee for cancellation  all of the DECS theretofore  authenticated
            and  delivered  (other  than  (1) any DECS  which  shall  have  been
            destroyed, lost or stolen and which shall have been replaced or paid
            as provided in Section 306 and (2) DECS for whose  payment money has
            theretofore  been  deposited in trust and  thereafter  repaid to the
            Company  as  provided  in  Section   1003)  or  (ii)  all  DECS  not
            theretofore  delivered  to the Trustee for  cancellation  shall have
            become due and  payable,  and the  Company  shall  deposit  with the
            Trustee in trust the number of shares of Devon  Energy  Common Stock
            (and/or  Reported  Securities)  or the  entire  amount  of  money in
            Dollars sufficient to pay all DECS not theretofore  delivered to the
            Trustee for cancellation,  including  principal and interest due, in
            accordance  with the terms of such DECS,  and if in either  case the
            Company  shall  also  pay or cause  to be paid  all  other  the sums
            payable  hereunder  by the  Company,  then this Second  Supplemental
            Indenture  shall  cease to be of  further  effect  (except as to any
            surviving  rights of  registration  of  transfer or exchange of such
            DECS herein expressly provided for and rights to receive payments of
            principal  of, and  interest on, the DECS with respect to the DECS),
            and  the  Trustee,  on  demand  of  the  Company  accompanied  by an
            Officers'  Certificate and an Opinion of Counsel and at the cost and
            expense  of  the   Company,   shall   execute   proper   instruments
            acknowledging satisfaction of and discharging this Indenture.



                                   I ARTICLE
                                 Miscellaneous

I.1.            Section   Confirmation of Indenture.

                The Indenture,  as supplemented and amended by this Supplemental
Indenture  and all other  indentures  supplemental  thereto,  is in all respects
ratified and confirmed,  and the Indenture,  this Supplemental Indenture and all
indentures  supplemental  thereto shall be read,  taken and construed as one and
the same instrument.

I.1.            Section   Concerning the Trustee.
                The Trustee assumes no duties,  responsibilities  or liabilities
by  reason  of  this  Supplemental  Indenture  other  than as set  forth  in the
Indenture.

                The recitals  contained  herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
same,  except for the recital  indicating the Trustee's  approval of the form of
this Second  Supplemental  Indenture.  The Trustee makes no representation as to
the validity of this Second Supplemental Indenture.

                The  Trustee  accepts  the trust  created by the  Indenture,  as
supplemented by this Second  Supplemental  Indenture,  and agrees to perform the
same upon the terms and conditions in the  Indenture,  as  supplemented  by this
Second Supplemental Indenture.

I.1.            Section   Payment of Principal.

                Each reference in the Indenture to the payment by the Company of
the  principal of any Security  (or words of like import)  shall be deemed,  for
purposes of the DECS only,  to mean the  delivery of the Devon Common Stock (or,
at the Company's  option,  the cash  equivalent  thereof) at the time,  rate and
manner set forth herein.



                This  Supplemental  Indenture  may be  executed in any number of
counterparts,  each of which shall be an original;  but such counterparts  shall
together constitute but one and the same instrument.



                IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be  hereunto  affixed  and  attested,  all as of the day and year first above
written.

                                              KERR-McGEE CORPORATION

                                              By:________________________
                                              Name:
                                              Title:

[CORPORATE SEAL]


Attest: _______________________
        Name:
        Title:

                                               CITIBANK, N.A.,
                                               as Trustee

                                               By: _______________________
                                               Name:
                                               Title:


Attest: _______________________
        Name:
        Title:


STATE OF OKLAHOMA       )
                        )  SS.:
COUNTY OF OKLAHOMA      )


                On the ____ day of ___________,  1999, before me personally came
___________________,  to me known,  who, being by me duly sworn,  did depose and
say that  she/he  is the  ____________  of  KERR-McGEE  CORPORATION,  one of the
corporations  described in and which  executed the  foregoing  instrument;  that
she/he  knows  the  seal of said  corporation;  that the  seal  affixed  to said
instrument is such  corporate  seal;  that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her/his name thereto
by like authority.


                                                  ----------------------
                                                  Notary Public


SEAL







STATE OF NEW YORK       )
                        )   SS.:
COUNTY OF NEW YORK      )


                On the ___ day of __________,  1999,  before me personally  came
____________,  to me known, who, being by me duly sworn, did depose and say that
she/he is the _________ of CITIBANK,  N.A., one of the corporations described in
and which executed the foregoing instrument;  that she/he knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
corporation, and that she/he signed her/his name thereto by like authority.


                                                  -----------------------
                                                  Notary Public


SEAL



        EXHIBIT A

     THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE  MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED TO AND IS  REGISTERED  IN THE NAME OF THE  DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL DEBT SECURITIES  REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY
NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE  DEPOSITARY  TO A  NOMINEE  OF THE
DEPOSITARY  OR BY A NOMINEE  OF THE  DEPOSITARY  TO THE  DEPOSITARY  OR  ANOTHER
NOMINEE  OF  THE  DEPOSITARY  OR BY THE  DEPOSITARY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

     UNLESS THIS  SECURITY IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY SECURITY
ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED  OWNER HEREOF,  CEDE &
CO., HAS AN INTEREST HEREIN.









     This Note is a Global Note within the meaning of the Indenture  hereinafter
referred to and is registered in the name of a Depositary or a nominee  thereof.
This  DECS  may not be  transferred  except  as a whole by the  Depositary  to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another  nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this Note is exchanged whole or in part for DECS in definitive form.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation  ("DTC"), to the Company or the
Trustee (each as hereafter defined) for registration of transfer,  exchange,  or
payment,  and any certificate  issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized  representative  of DTC (and
any  payment is made to Cede & Co. or such other  entity as is  requested  by an
authorized  representative  DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the  registered
owner hereof, Cede & Co., has an interest herein.

NO. D-3 CUSIP NO. 492386305
                                                                $43,088,925

                             KERR-McGEE CORPORATION

                               1,298,348 DECS SM
                    (Debt Exchangeable for Common Stock SM)

                   5-1/2% Exchangeable Note Due August 2, 2004

         (Subject to Exchange at Maturity into Shares of Common Stock,
             Par Value $.10 Per Share, of Devon Energy Corporation)

                KERR-McGEE  CORPORATION,  a  Delaware  corporation  (hereinafter
called the "Company",  which term includes any successor  corporation  under the
Indenture  hereinafter referred to), for value received,  hereby promises to pay
to CEDE & CO.  or  registered  assigns,  on August 2, 2004 a number of shares of
Common  Stock,  par value $.10 per share (the "Devon  Common  Stock"),  of Devon
Energy  Corporation  ("Devon") (or, at the Company's option, the cash equivalent
thereof and/or such other consideration as permitted or required by the terms of
the  DECS)  at the  Exchange  Rate  (as  defined  herein),  and to pay  interest
(computed  on the  basis of a  360-day  year of twelve  30-day  months)  on such
principal  amount  from the date of  original  issuance  or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly
provided  for,  quarterly  on February 1, May 1, August 1 and November 1 of each
year (each, an "Interest Payment Date" and, collectively,  the "Interest Payment
Dates"),  commencing  November 1, 1999,  at the rate per annum  specified in the
title of this note, until Maturity. The interest so payable, and punctually paid
or duly  provided  for, on any Interest  Payment Date will,  as provided in said
Indenture,  be paid to the  person  in  whose  name  this  DECS  (or the DECS in
exchange or  substitution  for which this DECS was issued) is  registered at the
close of  business on the Regular  Record Date (as defined  below) for  interest
payable  on such  Interest  Payment  Date.  The  "Regular  Record  Date" for any
interest  payment is the close of business on the January 15,  April 15, July 15
and October 15 immediately preceding the relevant Interest Payment Date, whether
or not a Business Day (as defined  below),  provided  that  interest  payable at
Maturity  shall be  payable  to the  person  to whom the Devon  Common  Stock is
deliverable.  In any case  where  such  Interest  Payment  Date  shall  not be a
Business Day, then  (notwithstanding  any other  provision of said  Indenture or
this DECS) payment of such  interest  need not be made on such date,  but may be
made on the next  succeeding  Business  Day with the same force and effect as if
made on such Interest Payment Date, and, if such payment is so made, no interest
shall accrue for the period from and after such Interest  Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and may be paid to
the person in whose name this DECS (or the DECS in exchange or substitution  for
which this DECS was issued) is  registered  at the close of business on a record
date for the  payment of such  interest to be fixed by the Trustee for the DECS,
notice  whereof  shall be given to  Holders  of the DECS not less  than ten days
prior to such record date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange on which the
DECS may be listed and not deemed  impracticable  by the Trustee,  and upon such
notice as may be required by such exchange.

                At  Maturity,   the  principal  amount  of  this  DECS  will  be
mandatorily  exchanged  into a number of shares of Devon  Common  Stock,  at the
Exchange  Rate.  The "Exchange  Rate" is equal to (a) if the Maturity  Price (as
defined  below)  is  greater  than  or  equal  to  $39.16125   (the   "Threshold
Appreciation Price"),  0.84746 shares of Devon Common Stock per DECS, (b) if the
Maturity Price is less than the Threshold Appreciation Price but is greater than
$33.1875 (the "Initial Price"), a fraction equal to the Initial Price divided by
the Maturity Price of one share of Devon Common Stock per DECS (such  fractional
share being calculated to the nearest 1/100,000th of a share or, if there is not
a nearest 1/100,000th of a share, to the next higher 1/100,000th of a share) and
(c) if the Maturity Price is less than or equal to the Initial Price,  one share
of Devon  Common Stock per DECS.  Any shares of Devon Common Stock  delivered by
the Company to the Holders of the DECS that are not affiliated  with Devon shall
be  free  of any  transfer  restrictions  except  to  the  extent  any  transfer
restrictions  are caused by the Holders of DECS, and the holders of DECS will be
responsible  for the payment of any and all brokerage  costs upon the subsequent
sale of such shares.  No fractional  shares of Devon Common Stock will be issued
at Maturity as provided in the Indenture.

                 The Company may at its option,  in lieu of delivering shares of
Devon Common Stock,  deliver cash in an amount equal to the value of such number
of  shares  of Devon  Common  Stock at the  Maturity  Price as  provided  in the
Indenture;  provided,  however,  that if such option is  exercised,  the Company
shall  deliver cash with respect to all, but not less than all, of the shares of
Devon Common Stock that would otherwise be deliverable.

                 Notwithstanding  the  foregoing,  (i) in the  case  of  certain
dilution events, the Exchange Rate will be subject to adjustment and (ii) in the
case of certain adjustment events, the consideration received by Holders of DECS
at Maturity will be shares of Devon Common Stock,  other securities and/or cash,
each as provided in the Indenture.

                The "Maturity Price" is defined as the average Closing Price per
share of Devon Common Stock on the 20 Trading Days immediately prior to (but not
including) the date of Maturity or, under certain  circumstances  as provided in
the  Indenture,  the market value per share of Devon Common Stock as of the date
of Maturity as  determined  by a nationally  recognized  independent  investment
banking firm  retained for this purpose by the Company.  The "Closing  Price" of
any security on any date of determination  means (i) the closing sale price (or,
if no closing  sale price is  reported,  the last  reported  sale price) of such
security (regular way) on the New York Stock Exchange (the "NYSE") on such date,
(ii) if such security is not listed for trading on the NYSE on any such date, as
reported  in  the  composite   transactions  for  the  principal  United  States
securities exchange on which such security is so listed,  (iii) if such security
is not so listed on a United States national or regional securities exchange, as
reported by the Nasdaq Stock  Market,  (iv) if such security is not so reported,
the  last  quoted bid price for such security in the over-the-counter  market as
reported by the National Quotation Bureau or similar organization or (v) if such
security is not so quoted,  the average of the mid-point of the last bid and ask
prices  for such  security  from each of at least  three  nationally  recognized
investment  banking firms  selected for this purpose by the Company.  A "Trading
Day" is defined as a Business  Day on which the  security  the Closing  Price of
which is being  determined  (i) is not suspended from trading on any national or
regional securities  exchange or association or  over-the-counter  market at the
close of business  and (ii) has traded at least once on the national or regional
securities  exchange  or  association  or  over-the-counter  market  that is the
primary  market for the trading of such  security.  "Business Day" means any day
that  is  not a  Saturday,  a  Sunday  or a  day  on  which  the  NYSE,  banking
institutions or trust companies in The City of New York, New York are authorized
or obligated by law or executive order to close.

                Interest  on this DECS will be  payable,  and  delivery of Devon
Common Stock (or, at the  Company's  option,  the cash  equivalent of such Devon
Common Stock and/or such other consideration as permitted or required herein and
in the Indenture) in exchange for the principal  amount of this DECS at Maturity
will be made upon surrender of this DECS, at the office or agency of the Company
maintained  for that purpose in the City of New York,  New York,  and payment of
interest on (and, if the Company elects not to deliver Devon Common Stock and/or
other Reported Securities upon exchange at Maturity, the cash equivalent thereof
payable  upon  exchange for the  principal  amount of) this DECS will be made in
such coin or currency of the United  States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
at the option of the Company  payment of interest may be made by check mailed to
the persons in whose names the DECS are  registered  on the Regular  Record Date
with respect to the relevant Interest Payment Date. Initially, such office shall
be the principal  corporate trust office of the Trustee in New York City,  which
is located at 111 Wall Street, 5th Floor, New York, New York 10005.

                Reference is hereby made to the further  provisions of this DECS
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as of set forth at this place.

                Unless  the  certificate  of  authentication   hereon  has  been
executed by manual  signature by the Trustee  referred to on the reverse hereof,
this DECS shall not be entitled to any benefit under the Indenture,  or be valid
or obligatory for any purpose.

                 "DECS" and "Debt  Exchangeable  for Common  Stock" are  service
marks of Salomon Smith Barney Inc.


                IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal by the manual or facsimile  signatures of
its officers thereunto duly authorized.

                                                KERR-McGEE CORPORATION

                                                By:________________________


                                                Attest:

                                                By:________________________


Dated: August 9, 1999

        [CORPORATE SEAL]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the series of Debt Securities  issued under the within  mentioned
Indenture.

Date of Authentication:

CITIBANK, N.A.,
  as Trustee


By:______________________
   Authorized Signatory




                               [Reverse of DECS]

                             KERR-McGEE CORPORATION

                  5-1/2% Exchangeable Note Due August 2, 2004

         (Subject to Exchange at Maturity into Shares of Common Stock,
             Par Value $.10 Per Share, of Devon Energy Corporation)


                This  DECS is one of a duly  authorized  issue  of  notes of the
Company of the series  designated 5-1/2% Exchangeable  Notes due August 2, 2004,
(herein  called  the  "DECS"),   limited  in  aggregate   principal   amount  to
$330,348,375  issued and to be issued under an  Indenture  dated as of August 1,
1982,  between the Company and  Citibank,  N.A., as Trustee  (herein  called the
"Trustee",  which term includes any successor  trustee under the Indenture),  as
supplemented by the First Supplemental  Indenture dated a of May 7, 1996 and the
Second Supplemental  Indenture thereto dated August 2, 1999 (said Indenture,  as
so supplemented, herein and as it may be further supplemented from time to time,
called the  "Indenture"),  to which  Indenture and all  indentures  supplemental
thereto  reference  is hereby made for a  statement  of the  respective  rights,
limitations of rights,  duties,  obligations  and  immunities  thereunder of the
Company,  the Trustee  and the Holders of the DECS,  and of the terms upon which
the DECS are, and are to be, authenticated and delivered.

                The DECS may not be redeemed  prior to Stated  Maturity  and are
not entitled to the benefit of any sinking fund.

                The provisions  contained in the Indenture for defeasance of the
Company's  obligations  and  discharge  of  the  entire  principal  of  all  the
Securities of any series upon compliance by the Company with certain  conditions
set forth therein will not be applicable to the DECS.  Certain other  provisions
contained in the  Indenture  pertaining  to  satisfaction  and  discharge of the
Indenture  upon deposit of funds with the Trustee shall apply to the DECS in the
manner set forth in the Second Supplemental Indenture referred to above.

                If an Event of Default with  respect to the DECS,  as defined in
the Indenture,  shall occur and be continuing,  the principal of all DECS may be
declared due and payable and therefore will result in the mandatory  exchange of
the  principal  amount  thereof for Devon  Common  Stock (or,  at the  Company's
option,  cash and/or such other  consideration as permitted or required herein),
all in the manner and with the effect provided in the Indenture.

                The  Indenture  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the  Company  with  respect  to the DECS and the  rights  of the
Holders  of each  series  of the DECS  under  the  Indenture  at any time by the
Company  and the  Trustee  with the  consent  of the  Holders of not less than a
majority in aggregate  principal amount of the Outstanding DECS of the series to
be affected  thereby.  The Indenture  also contains  provisions  permitting  the
Holders of specified  percentages in aggregate  principal  amount of the DECS of
any series at the time Outstanding,  on behalf of the Holders of all the DECS of
such series,  to waive compliance by the Company with certain  provisions of the
Indenture and certain past defaults  under the Indenture and their  consequences
with  respect to such  series.  Any such consent or waiver by the Holder of this
DECS  shall be  conclusive  and  binding  upon such  Holder  and upon all future
Holders of this DECS and of any DECS  issued upon the  registration  of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this DECS.

                 Holders of DECS may not enforce  their  rights  pursuant to the
Indenture or the DECS except as provided in the Indenture.  No reference  herein
to the Indenture  and no provision of this DECS or of the Indenture  shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the  principal of and interest on this DECS at the times,  place,  and rate,
and in the manner herein prescribed.

                As provided in the Indenture and subject to certain  limitations
therein set forth,  this DECS is  transferable  on the Security  Register of the
Company,  upon surrender of this DECS for registration of transfer at the office
of the Company maintained for such purpose in the Borough of Manhattan, the City
and State of New York, duly endorsed,  or accompanied by a written instrument of
transfer in form  satisfactory  to the Company and the Security  Registrar  duly
executed,  by the Holder  hereof or such Holder's attorney  duly  authorized  in
writing,  and thereupon one or more new DECS of like aggregate  principal amount
of such  denominations  as are authorized for DECS and of a like Stated Maturity
and with like terms and conditions  will be issued in the name of the designated
transferee or transferees.

                 The DECS are issuable in registered  form without  coupons,  in
denominations  of $1,000 and any amounts in excess  thereof.  As provided in the
Indenture  and  subject  to certain  limitations  therein  set  forth,  DECS are
exchangeable  for other DECS of like  aggregate  principal  amount and of a like
Stated Maturity and with like terms and  conditions,  as requested by the Holder
surrendering the same.

                No service charge shall be made for any registration of transfer
or exchange of DECS, but the Company may require  payment of a sum sufficient to
cover any tax or other  governmental  charge  that may be imposed in  connection
therewith.

                The  Company,  the  Trustee  and any agent of the Company or the
Trustee may treat the Person in whose name this DECS is  registered as the owner
hereof for all  purposes,  whether or not this DECS be overdue,  and neither the
Company,  the  Trustee  nor any such agent  shall be  affected  by notice to the
contrary.

                 All terms used in this DECS which are defined in the  Indenture
shall have the meanings assigned to them therein.

                 THIS DECS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND  CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                              -------------------

                                 ABBREVIATIONS

                The following abbreviations, when used in the inscription on the
face of the within  DECS,  shall be construed as though they were written out in
full according to applicable laws or regulations.


TEN COM - as tenants in common -
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
         common

UNIF GIFT MIN ACT
___________Custodian___________
(Cust)                  (Minor)
Under Uniform Gifts to Minors Act
_________________________________
   (State)

                Additional abbreviations may also be used though
                             not in the above list
                             ----------------------

          FOR VALUE RECEIVED the undersigned hereby sells, assigns and
                                 transfers unto


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE      _______________________






               (Name and Address of Assignee, including zip code,
                        must be printed or typewritten)



the within DECS, and all rights thereunder,  hereby irrevocably constituting and
appointing Attorney to transfer said DECS on the books of the Company, with full
power of substitution in the premises.

        Dated:
                                             Signature

                 NOTICE:  The signature to this  assignment must correspond with
the name as it  appears  upon the face of the within  DECS in every  particular,
without alteration or enlargement or any change whatever.