KERR-McGEE CORPORATION

              EXECUTIVE DEFERRED COMPENSATION PLAN

        (Amended and Restated effective January 1, 1996)


                     KERR-McGEE CORPORATION
              EXECUTIVE DEFERRED COMPENSATION PLAN
        (Amended and Restated effective January 1, 1996)

                        TABLE OF CONTENTS


     I.   Establishment and Purpose

    1.1   Establishment . . . . . . . . . . . . . . . .     1
    1.2   Purpose . . . . . . . . . . . . . . . . . . .     1
    1.3   Effective Date of Plan. . . . . . . . . . . .     1

    II.   Definitions

    2.1   Account . . . . . . . . . . . . . . . . . . .     1
    2.2   Affiliate . . . . . . . . . . . . . . . . . .     1
    2.3   Base Salary . . . . . . . . . . . . . . . . .     2
    2.4   Beneficiary . . . . . . . . . . . . . . . . .     2
    2.5   Committee . . . . . . . . . . . . . . . . . .     2
    2.6   Company . . . . . . . . . . . . . . . . . . .     2
    2.7   Credited Interest . . . . . . . . . . . . . .     2
    2.8   Deferral Amount . . . . . . . . . . . . . . .     2
    2.9   Deferral Payment Date . . . . . . . . . . . .     2
   2.10   Deferral Year . . . . . . . . . . . . . . . .     2
   2.11   Disability or Disabled. . . . . . . . . . . .     2
   2.12   Eligible Employee . . . . . . . . . . . . . .     3
   2.13   Employee. . . . . . . . . . . . . . . . . . .     3
   2.14   ERISA . . . . . . . . . . . . . . . . . . . .     3
   2.15   Incentive Award . . . . . . . . . . . . . . .     3
   2.16   Participant . . . . . . . . . . . . . . . . .     3
   2.17   Plan. . . . . . . . . . . . . . . . . . . . .     3
   2.18   Plan Year . . . . . . . . . . . . . . . . . .     3

   III.   Eligibility and Participation

    3.1   Eligibility . . . . . . . . . . . . . . . . .     3
    3.2   Participation and Classification
          of Participants . . . . . . . . . . . . . . .     3

    IV.   Deferral Amount Elections

    4.1   Deferral Amount . . . . . . . . . . . . . . .     4
    4.2   Election of Deferral Amount . . . . . . . . .     4
    4.3   Deferral Amount Election Forms. . . . . . . .     4

     V.   Payment of Benefits

    5.1   Time of Payment . . . . . . . . . . . . . . .     4
    5.2   Method of Payment . . . . . . . . . . . . . .     5
    5.3   Death Benefit . . . . . . . . . . . . . . . .     5
    5.4   Consolidation of Payments . . . . . . . . . .     6
    5.5   Beneficiary Designations. . . . . . . . . . .     6


                              - i -

    VI.   Accounts and Credited Interest

    6.1   Participant Accounts. . . . . . . . . . . . .     6
    6.2   Adjustment of Accounts. . . . . . . . . . . .     7
    6.3   Credited Interest . . . . . . . . . . . . . .     7
    6.4   Vesting . . . . . . . . . . . . . . . . . . .     8
    6.5   Account Statements. . . . . . . . . . . . . .     8

   VII.   Administration of the Plan

    7.1   Administration. . . . . . . . . . . . . . . .     8
    7.2   Compensation and Expenses . . . . . . . . . .     8
    7.3   Claims Review Procedures. . . . . . . . . . .     8
    7.4   Finality of Determinations. . . . . . . . . .     9
    7.5   Indemnification . . . . . . . . . . . . . . .     9

  VIII.   Provision For Benefits

    8.1   Provision For Benefits. . . . . . . . . . . .    10

    IX.   Amendment, Termination, or Merger

    9.1   Amendment and Termination . . . . . . . . . .    10
    9.2   Merger, Consolidation or Acquisition. . . . .    10

     X.   General Provisions

   10.1   Effect on Other Plans . . . . . . . . . . . .    10
   10.2   Nonalienation . . . . . . . . . . . . . . . .    10
   10.3   Incompetency. . . . . . . . . . . . . . . . .    11
   10.4   Effect of Mistake . . . . . . . . . . . . . .    11
   10.5   Plan Not an Employment Contract . . . . . . .    11
   10.6   Tax Withholding . . . . . . . . . . . . . . .    11
   10.7   Severability. . . . . . . . . . . . . . . . .    12
   10.8   Applicable Law. . . . . . . . . . . . . . . .    12


                             - ii -


                     KERR-McGEE CORPORATION
              EXECUTIVE DEFERRED COMPENSATION PLAN
        (Amended and Restated effective January 1, 1996)

                            Article I

                    Establishment and Purpose

     1.1  Establishment.  Kerr-McGee Corporation, a corporation
organized under the laws of the state of Delaware ("Company"),
hereby establishes a deferred compensation plan for Eligible
Employees to be known as the Kerr-McGee Corporation Executive
Deferred Compensation Plan ("Plan").

     1.2  Purpose.  The Plan shall provide Eligible Employees
the ability to defer payment of Base Salary and Incentive Awards
granted by the Company.  The Plan is intended to provide such
Eligible Employees with a degree of flexibility in their
financial planning.

     1.3  Effective Date of Plan.  The Plan was initially
effective as of January 1, 1991, and was subsequently amended
and restated effective February 1, 1994.  The Plan applies only
to the Eligible Employees who are actively employed by the
Company on or after December 31, 1990.


                           Article II

                           Definitions

     Pronouns and other similar words used herein in the
masculine or neuter gender shall be read in the appropriate
gender. The singular form of words shall be read as plural where
appropriate.  Where capitalized words or phrases appear in the
Plan, they shall have the meaning set forth below.

     2.1  "Account" means the recordkeeping account maintained
in the name of a Participant to which Deferral Amounts and
Credited Interest are recorded pursuant to the provisions of
Article VI.

     2.2  "Affiliate" means:

     (a)  any corporation other than the Company (i.e., either
a subsidiary corporation or an affiliated or associated
corporation of the Company), which together with the Company is
a member of a "controlled group of corporations" within the
meaning of Section 414(b) of the Internal Revenue Code;

     (b)  any organization that is under "common control" with
the Company as determined under Section 414(c) of the Internal
Revenue Code; or

     (c)  any organization which together with the Company is a
member of an "affiliated service group" within the meaning of
Section 414(m) of the Internal Revenue Code.

     2.3  "Base Salary" means the salary, excluding any
extraordinary compensation, an Eligible Employee is paid from
the Company beginning on and after March 27, 1994.

     2.4  "Beneficiary" means the person, persons, trust, or
other entity designated by a Participant to receive benefits, if
any, under this Plan at such Participant's death pursuant to
Section 5.5.

     2.5  "Committee" means the Executive Compensation Committee
or such other Committee as may be appointed by the Board of
Directors of Kerr-McGee Corporation from time to time.

     2.6  "Company" means Kerr-McGee Corporation and its
Affiliates.

     2.7  "Credited Interest" means the amounts credited to a
Participant's Account pursuant to Section 6.3.

     2.8  "Deferral Amount" means the portion of an Eligible
Employee's Incentive Award and Base Salary which he elects to
defer pursuant to Article IV.  Deferral Amounts shall be
referred to by reference to the Plan Year in which the Incentive
Award and Base Salary deferred under this Plan would otherwise
have been paid.

     2.9  "Deferral Payment Date" means the date, specified by
an Eligible Employee on his Deferral Amount election form, on
which a Deferral Amount shall be paid or commence being paid.
An Eligible Employee shall designate from the following Deferral
Payment Dates on his Deferral Amount election form with respect
to each Deferral Year:

     (a)  "Early Distribution Date" means the first business day
of April of the fifth Plan Year following the applicable
Deferral Year; and

     (b)  "Normal Distribution Commencement Date" means as soon
as administratively feasible following the earlier of the date
on which the Participant terminates employment as an Employee
for any reason or the date the Participant is determined by the
Committee to be Disabled.

     2.10 "Deferral Year" means the Plan Year in which an
Incentive Award or Base Salary for which an Eligible Employee
makes a Deferral Amount election which would have been paid
absent such election.

     2.11 "Disability or Disabled" means a mental or physical
condition which qualifies the Participant as being disabled  for
purposes of any of the plans or programs of the employer that
employs the Participant under which benefits, compensation, or
awards are contingent upon a finding of disability or, in the
opinion of the Committee, causes the Participant to be unable to
perform his usual duties for the employer.

     2.12 "Eligible Employee" means an Employee who is
designated by the Committee as belonging to a "select group of
management or highly compensated employees", as such phrase is
defined under ERISA; is an executive of the Company employed in
salary grade 28 or above; is a resident of the United States; is
paid on the Company's United States payroll; and is employed by
the Company on December 31 preceding the applicable Deferral
Year.

     2.13 "Employee" means an individual who is an employee of
the Company or an Affiliate.

     2.14 "ERISA" means the  Employee Retirement Income Security
Act of 1974, as amended.

     2.15 "Incentive Award" means any award to an Eligible
Employee under the Company's Annual Incentive Compensation Plan
as it may be amended or modified from time to time or any
successor plan ("AICP").

     2.16 "Participant" means an Eligible Employee who has
become a Participant under the Plan pursuant to Section 3.2.

     2.17 "Plan" means this Kerr-McGee Corporation Executive
Deferred Compensation Plan, as amended from time to time.

     2.18 "Plan Year" means the 12-month period beginning each
January 1 and ending on the succeeding December.

                  Eligibility and Participation

     3.1  Eligibility.  All Eligible Employees shall be eligible
to participate in the Plan.  All determinations as to an
Employee's status as an Eligible Employee shall be made by the
Committee.  The determinations of the Committee shall be final
and binding on all Employees.  The Committee shall provide each
Eligible Employee with notice of his status as an Eligible
Employee under this Plan and permit such Eligible Employee the
opportunity to make the Deferral Amount election pursuant to
Article IV.  Such notice may be given at such time and in such
manner as the Committee may determine.

     3.2  Participation and Classification of Participants.
Each Eligible Employee who has a Deferral Amount credited to his
Account under this Plan shall be a Participant.  An Eligible
Employee shall continue as a Participant as long as there is a
balance credited to his Account.


                           Article IV

                    Deferral Amount Elections

     4.1  Deferral Amount.  An Eligible Employee shall elect to
defer none, all, or any portion of any Incentive Award that may
be  awarded by the Company.  The amount deferred shall be
specified as a percentage of any Incentive Award granted to an
Eligible Employee in a Deferral Year; provided, no Deferral
Amount shall be less than $5,000.  Effective March 27, 1994, an
Eligible Employee may also elect to defer any portion of his
biweekly Base Salary up to 25% as long as such deferral does not
reduce such Eligible Employee's Base Salary to an amount less
than the amount which is permitted under Section 401(a)(17) of the
Internal Revenue Code of 1986, as amended from time to time.
Incentive Award or Base Salary deferrals are made in 1%
increments, rounded to the nearest whole dollar.

     4.2  Election of Deferral Amount.  An Eligible Employee
must file a Deferral Amount election form each Plan Year.
Except as may be permitted by the Internal Revenue Code or the
regulations adopted thereunder, the election shall apply to the
Deferral Year which commences immediately following the Plan
Year in which the election is made and to the Base Salary and
all Incentive Awards granted to the Eligible Employee by the
Company with respect to such Deferral Year. Incentive Awards
made with respect to a Deferral Year must be awarded by the
Company during such Deferral Year and be designated by the
Company having been made with respect to such Deferral Year.

          If an Eligible Employee does not file a Deferral
Amount election form during a Plan Year, such Eligible Employee
will be deemed to have elected not to defer receipt of any
Incentive Awards or Base Salary attributable to the Deferral
Year immediately following the Plan Year.

     4.3  Deferral Amount Election Forms.  All Deferral Amount
elections shall be made on the Deferral Amount election form.
The Deferral Amount election form shall specify the Deferral
Amount, Deferral Payment Date, the form of payment, if
applicable, and the Eligible Employee's designated Beneficiary
to receive any death benefit applicable to such Deferral
Amounts.  Other than the designation of Beneficiary and the
method of payment to Beneficiaries, all Deferral Amount
elections shall be irrevocable once the Deferral Year has
commenced.

                            Article V

                       Payment of Benefits

     5.1  Time of Payment.  Each Deferral Amount election form
filed by an Eligible Employee shall specify the Deferral Payment
Date on which benefit payments are to be made or commence with
respect to the Deferral Amount covered by such election.  An
Eligible Employee shall have the option of designating an Early
Distribution Date that will apply if employment continues until
the Early Distribution Date.  If an Eligible Employee fails to
make an effective Deferral Payment Date designation or
terminates employment, his Deferral Payment Date for the
Deferral Amount subject to the election shall be the Eligible
Employee's Normal Distribution Commencement Date.  Except as
provided in Section 5.3, all benefit payments shall be made to
the Participant on the Deferral Payment Date specified in his
applicable Deferral Amount election form.

     5.2  Method of Payment.  If an Eligible Employee elects an
Early Distribution Date, the method of payment is in the form of
a lump sum.  However, if an Eligible Employee elects Normal
Distribution Commencement Date on a Deferral Amount election
form, such Eligible Employee must specify on the Deferral Amount
election form the method of payment for the Deferral Amount
covered by such election.  An Eligible Employee may designate
payment in the form of a single lump sum payment or in the form
of annual installment payments payable for 5, 10 or 15 years.
Annual installment payments shall be paid once a year, with the
first annual installment payment being paid on the Participant's
Normal Distribution Commencement Date and each subsequent annual
installment paid on the first business day of April of each
subsequent year until all installment payments have been paid.
Annual installment payment amounts shall be determined by
reference to the balance, as of the Participant's Normal
Distribution Commencement Date, in the subaccount of the
Participant's Account which represents the Deferral Amount to be
paid in installments. After commencement of installment
payments, a Participant's Account and subaccounts comprising
such Account shall continue to be adjusted in the same manner as
set forth at Section 6.3.

       If the Eligible Employee fails to make an effective
designation as to the method of payment, payment shall be made
in the form of a single lump sum payment on the Participant's
Normal Distribution Commencement Date.

       The Committee, in its sole discretion, may elect to
accelerate any installment payment if a Participant's Normal
Distribution Commencement Date is determined with reference to
the date the Participant is deemed Disabled, or a Participant is
deemed Disabled but had previously elected an Early Distribution
Date.

     5.3  Death Benefit.  If a Participant dies with a balance
credited to his Account, such balance shall be paid to his
Beneficiary designated on the applicable Deferral Amount
election form.  The then current balance of each Account or
subaccount payable to a designated Beneficiary shall be paid
under the method of payment designated for the payment of such
amount or under the method of payment separately designated for
payment of benefits to such Beneficiary, as provided in Section
5.5.  The Committee, in its sole discretion, may elect to
accelerate payment of any portion of the unpaid balance of any
Account.  Each Beneficiary of a deceased Participant who is
eligible to receive death benefit payments under this Section
shall have the amounts to be paid to such Beneficiary allocated
to a subaccount in the name of the Beneficiary under the
deceased Participant's Account.  Such subaccount shall be
adjusted from time to time as provided in Article VI.

     5.4  Consolidation of Payments.  In any case where a
Participant or Beneficiary is receiving more than one benefit
payment during a Plan Year, the Committee may, in its sole
discretion, elect to consolidate such payments into a lesser
number of payments.

     5.5  Beneficiary Designations.  A Participant shall
designate a Beneficiary who, upon his death, shall receive
payments that otherwise would have been paid to him under the
Plan.  All Beneficiary designations shall be in writing.  Any
such designation shall be effective only if and when delivered
to the Committee during the lifetime of the Participant.  The
Participant may specify on the Beneficiary designation form the
method of payment to the designated Beneficiary.  The designated
method of payment must be a method permitted under Section 5.3.
A Participant may change a designated Beneficiary or
Beneficiaries or change a designated method of payment to a
Beneficiary by filing a new Beneficiary designation form.

       If a designated Beneficiary of a Participant predeceases
the Participant, the designation of such Beneficiary shall be
void. If a designated Beneficiary to whom benefits under the
Plan remain unpaid dies after the Participant and the
Participant failed to specify a contingent Beneficiary on the
appropriate Beneficiary designation form, the remainder of such
death benefit payments shall be paid to such Beneficiary's
estate.  If a Participant fails to designate a Beneficiary with
respect to any death benefit payments or if such designation is
ineffective, in whole or in part, any payment that otherwise
would have been paid to such Participant shall be paid to his
surviving spouse or, if none, to his estate.

                           Article VI

                 Accounts and Credited Interest

     6.1  Participant Accounts.  The Committee shall maintain,
or cause to be maintained, a bookkeeping Account for each
Participant for the purpose of accounting for the Participant's
interest under the Plan.  The Committee shall maintain within
each Participant's Account such Deferral Amount subaccounts as
may be necessary to identify each separate Deferral Amount, and
Credited Interest allowable thereto, by reference to the
Deferral Year to which each Deferral Amount relates.  The
combination of the subaccounts maintained in the name of a
Participant shall comprise the Participant's Account.  In
addition  to the foregoing bookkeeping subaccounts maintained
for each Participant, the Committee shall maintain, or cause to
be maintained, such other accounts, subaccounts, records or
books as it deems necessary to properly provide for the
maintenance of Accounts and to carry out the intent and purposes
of the Plan.

     6.2  Adjustment of Accounts.  Each Participant's Account
shall be adjusted to reflect all Deferral Amounts credited to
his Account, all Credited Interest and other earnings credited
to his Account as provided by Section 6.3, and all benefit
payments charged to his Account.  A Participant's Deferral
Amount shall be credited to such Participant's Account as of the
date on which the amount being deferred would have become
payable to the Participant absent the deferral election, or on
such other date as the Committee specifies, and shall be
credited to the applicable subaccount within such Account by
reference to the applicable Deferral Year.  Credited Interest
and other earnings shall be credited to Participant Accounts
pursuant to Section 6.3.  Charges to a Participant's Account to
reflect benefit payments shall be made as of the date of any
such payment and shall be charged to the applicable subaccount
within such Account.  As of any relevant date, the balance
standing to the credit of a Participant's Account, and each
separate subaccount comprising such Account, shall be the
respective balance in such Account and the component subaccounts
as of the close of business on such date after all applicable
credits and charges have been posted.

     6.3  Credited Interest.  Each Participant's Account shall
be credited with Credited Interest on the balance in such
Account. Credited Interest shall be allocated to the appropriate
subaccount balances within such Account.  Credited Interest
shall be credited to Accounts on a quarterly basis at the end of
each calendar quarter and on and after April 1, 1995, to a
Participant's account through the Participant's Normal
Distribution Commencement Date.  Credited Interest shall be
adjusted each Plan Year.  The Credited Interest rate for each
quarterly date during a Plan Year shall be the highest of the
twelve month certificate of deposit rates quoted by Chase
Manhattan Bank, Citibank, or Morgan Guaranty Bank on December 1
immediately preceding the Plan Year for which Credited Interest
is to be computed.  The Committee shall make all determinations
with respect to the applicable Credited Interest rate in effect
from time to time and the crediting of such Credited Interest to
Accounts.  Such determinations shall be final and binding on all
interested parties.

       A review of earnings in the Plan shall be performed on an
annual basis.  Half of the Earnings identified for the time
period under review that exceed the Credited Interest stipulated
above shall be allocated to Participant Accounts on a prorata
basis.

     6.4  Vesting.  Subject to the conditions and limitations on
payment of benefits under the Plan, a Participant shall have a
fully vested and nonforfeitable beneficial interest in the
balance standing to the credit of his Account as of any relevant
date.

     6.5  Account Statements.  The Committee shall provide each
Participant with a statement of the status of his Account under
the Plan.  The Committee shall provide such statement annually
or at such other times as the Committee may determine.  Such
statement shall be in the format prescribed by the Committee.

                           Article VII

                   Administration of the Plan

     7.1  Administration.  The Plan shall be administered by the
Committee.  A majority of the members of the Committee shall
constitute a quorum.  The acts of a majority of a quorum of the
Committee at a meeting or acts approved in writing by a majority
of the Committee without a meeting shall be the acts of the
Committee. The Committee shall have the authority to make such
rules as it deems necessary to administer the Plan, to interpret
the Plan, to decide questions arising under the Plan, and to
take such other action as may be appropriate to carry out the
purposes of the Plan. The Committee is authorized to employ
attorneys, accountants or any other agents or delegate specified
duties to employees of the Company as it shall deem proper in
the discharge of its duties. The Committee shall be the "plan
administrator", and the Company shall be the "named fiduciary"
as such terms are defined in ERISA.

     7.2  Compensation and Expenses.  A member of the Committee
may receive compensation from the Company for services as a
member of the  Committee.  Any member of the Committee may
receive reimbursement by the Company for expenses properly and
actually incurred.  All expenses of the Committee shall be paid
by the Company.  Such expenses shall include any expenses
incident to the functioning of the Committee or the Plan,
including, but not limited to, fees of actuaries, accountants,
legal counsel and other specialists, and other costs of
administering the Plan.

     7.3  Claims Review Procedures.

     (a)  Denial of Claim.  If a claim for benefits is wholly or
partially denied, the claimant shall be given notice in writing
of the denial within a reasonable time after the receipt of the
claim, but not later than 90 days after the receipt of the
claim.  However, if special circumstances require an extension,
written notice of the extension shall be furnished to the
claimant before the termination of the 90-day period.  In no
event shall the extension exceed a period of 90 days after the
expiration of the initial 90-day period.  The notice of the
denial shall contain the following information written in a
manner that may be understood by a claimant:

     (1)  the specific reasons for the denial;

     (2)  specific reference to pertinent Plan provisions on
which the denial is based;

     (3)  a description of any additional material or
information necessary for the claimant to perfect his claim and
an explanation of why such material or information is necessary;

     (4)  an explanation that a full and fair review by the
Committee of the denial may be requested by the claimant or his
authorized representative by filing a written request for a
review with the Committee within 60 days after the notice of the
denial is received; and

     (5)  if a request for a review is filed, the claimant or
his authorized representative may review pertinent documents and
submit issues and comments in writing within the 60-day period
described in Section 7.3(a) (4).

     (b)  Decision After Review.  The decision of the Committee
with respect to the review of the denial shall be made promptly,
but not later than 60 days after the Committee receives the
request for the review.  However, if special circumstances
require an extension of time, a decision shall be rendered not
later than 120 days after the receipt of the request for review.
A written notice of the extension shall be furnished to the
claimant prior to the expiration of the initial 60-day period.
The claimant shall be given a copy of the decision, which shall
state, in a manner calculated to be understood by the claimant,
the specific reasons for the decision and specific references to
the pertinent Plan  provisions on which the decision is based.

     7.4  Finality of Determinations.  All determinations of the
Committee as to any matter arising under the Plan, including
questions of construction  and interpretation shall be final,
binding and conclusive upon all interested parties.

     7.5  Indemnification.  To the extent permitted by law and
the Company's bylaws, the members of the Committee, its agents,
and the officers, directors and employees of the Company shall
be indemnified and held harmless by the Company from and against
any and all loss, cost, liability or expense that may be imposed
upon or may be reasonably incurred by them in connection with or
resulting from any claim, action, suit or proceeding to which
they may be a party or in which they may be involved by reason
of any action taken or failure to act under the Plan and against
and from any and all amounts paid by them in settlement with the
Company's written approval or paid by them in satisfaction of a
judgment in any such action, suit or proceeding. The foregoing
provision shall not be applicable to any person if the loss,
cost, liability or expense is due to such person's gross
negligence or willful misconduct.

                          Article VIII

                     Provision For Benefits

     8.1  Provision For Benefits.  Benefits provided by this
Plan shall constitute general obligations of the Company.  No
amount of any benefit under this Plan shall be set aside or held
in trust, and no recipient shall have a right to be paid from
any particular asset of the Company; provided, this Section
shall not be construed to prevent the Committee from directing
a transfer of funds to a grantor trust as defined at Sections
671 through 679 of the Internal Revenue Code of 1986, as
amended, for the purpose of paying all or any part of a Plan
benefit.

                           Article IX

                Amendment, Termination, or Merger

     9.1  Amendment and Termination.  The Board of Directors of
the Company may amend, modify or terminate the Plan at any time
and in any manner.  In the event of a termination of the Plan,
no further Deferral Amount elections shall be made under the
Plan. Amounts which are then payable or which become payable
under the terms of the Plan shall be paid as scheduled under the
provisions of the Plan.

     9.2  Merger, Consolidation or Acquisition.  In the event of
a merger, consolidation or acquisition where the Company is not
the surviving corporation and unless the successor or acquiring
corporation elects to continue and  carry on the Plan, the Plan
shall terminate at the time of such event.  Any successor or
acquiring corporation may elect to accelerate payments under the
Plan.

                            Article X

                       General Provisions

     10.1 Effect on Other Plans.  Deferred Amounts shall not be
considered as part of a Participant's compensation for the
purpose of any qualified employee pension plans maintained by
the Company.  However, such amounts may be taken into account
under all other employee benefit plans maintained by the Company
in the year in which such amounts would have been payable absent
the deferral election; provided, such amounts shall not be taken
into account if their inclusion would jeopardize the
tax-qualified status of the plan to which they relate.

     10.2 Nonalienation.  Except as provided in Section 206(d)
of ERISA, no benefit payable at any time under the Plan shall be
subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, garnishment, or encumbrance of any kind.
Any attempt to alienate, sell, transfer, assign, pledge, or
otherwise encumber any such benefit, whether presently or
hereafter payable, shall be void.  No benefit payable under the
Plan shall in any manner be liable for or subject to the debts
or liabilities of any Participant or Beneficiary entitled to any
benefit, except as may be provided in a qualified domestic
relations order under Section 206(d) of ERISA.  The Committee
shall establish procedures to determine whether an order is a
qualified domestic relations order and to administer
distributions under such qualified domestic relations orders.

     10.3 Incompetency.  Any person receiving or claiming
benefits under the Plan shall be conclusively presumed to be
mentally competent until the date on which the Committee
receives a written notice, in an acceptable form and manner,
that such person is incompetent and a guardian or other person
legally vested with the care of his estate has been appointed.
If the Committee finds that any person to whom a benefit is
payable under the Plan is unable to care for his affairs because
of any disability or infirmity and no legal guardian of such
person's estate has been appointed, any payment due may be paid
to the spouse, a child, a parent, a sibling, or to any person
deemed by the Committee to have incurred expense for such person
otherwise entitled to payment.  Any such payment so made shall
be a  complete discharge of any liability therefor under the
Plan.  If a guardian of the estate of any person receiving or
claiming benefits under the Plan shall be appointed by a court
of competent jurisdiction, benefit payments shall be made to
such guardian, provided proper proof of appointment and
continuing qualification is furnished in the form and manner
acceptable to the Committee.  Any such payment so made shall be
a complete discharge of any liability therefor under the Plan.

     10.4 Effect of Mistake.  If, in the sole opinion of the
Committee, a material mistake or misstatement as to the
eligibility of a Participant or the amount of benefit payments
made or to be made to or with respect to a Participant occurs,
the Committee shall, if possible, cause an adjustment to be made
so as to correct such mistake and provide the correct amount of
benefit payments with respect to such Participant.

     10.5 Plan Not an Employment Contract.  This Plan is not an
employment contract and does not confer on any person the right
to be continued in employment.  All Employees remain subject to
change of salary, transfer, change of job, discipline, layoff,
discharge or any other change of employment status.

     10.6 Tax Withholding.  The Company or other payor may
withhold from a benefit payment or Deferral Amount any federal,
state or local taxes required by law to be withheld with respect
to such payment or Deferral Amount.

     10.7 Severability.  If any provision of the Plan is held
invalid or illegal for any reason, any illegality or invalidity
shall not affect the remaining provisions of the Plan, and the
Plan shall be construed and enforced as if the illegal or
invalid provision had never been contained therein.  The Company
shall have the privilege and opportunity to correct and remedy
such questions of illegality or invalidity by amendment.

     10.8 Applicable Law.  The Plan shall be governed and
construed in accordance with the laws of the State of Oklahoma,
except to the extent such laws are preempted by any applicable
federal law.  No reference to ERISA in the Plan shall be
construed to mean that the Plan is subject to any particular
provisions of ERISA.

     IN WITNESS WHEREOF, the Company has caused this instrument
to be executed by its duly authorized officers, effective as of
January 1, 1996.



                                          KERR-McGEE CORPORATION



ATTEST:                               By:(John C. Linehan)
                                          John C. Linehan
                                          Senior Vice President and
                                          Chief Financial Officer


(Don Hager)
 Don Hager, Assistant Secretary


Signature Page for Kerr-McGee Corporation Executive Deferred
Compensation Plan, amended and restated effective January 1,
1996.