Exhibit 10.12

                              CONTINUITY AGREEMENT

         This Agreement (the "Agreement") is dated as of January 11, 2000 by and
between  Kerr-McGee  Corporation,  a Delaware  corporation (the "Company"),  and
Robert M. Wohleber (the "Executive").

         WHEREAS,  the  Company's  Board of Directors  considers  the  continued
services of key  executives  of the Company to be in the best  interests  of the
Company and its stockholders; and

         WHEREAS,  the Company's Board of Directors  desires to assure,  and has
determined  that it is appropriate  and in the best interests of the Company and
its  stockholders  to  reinforce  and  encourage  the  continued  attention  and
dedication  of key  executives  of the  Company  to their  duties of  employment
without  personal  distraction  or conflict of interest in  circumstances  which
could arise from the occurrence of a change in control of the Company; and

         WHEREAS, the Company's Board of Directors has authorized the Company to
enter into  continuity  agreements  with those key executives of the Company and
any of its  respective  subsidiaries  (all of such  entities,  together with the
Company, are hereinafter  referred to as an "Employer"),  such agreements to set
forth  the  severance  compensation  which  the  Company  agrees  under  certain
circumstances to pay such executives; and

         WHEREAS,  the  Executive is a key executive of an Employer and has been
designated  as an  executive  to  be  offered  such  a  continuity  compensation
agreement with the Company.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive agree as follows:

         1. Term. This Agreement shall become  effective on the date hereof (the
"Effective  Date") and  remain in effect  until the third  anniversary  thereof;
provided,  however,  that  this  Agreement  shall  automatically  renew  for  an
additional year on each successive  anniversary of the Effective Date, unless an
Employer  informs  the  Executive,  in  writing,  at least 180 days prior to the
renewal date,  that this  Agreement  shall not be renewed.  The foregoing  shall
constitute the "Term" of this Agreement for purposes hereof.

         2. Change in Control.  No  compensation  or other  benefit  pursuant to
Section 4 hereof shall be payable under this  Agreement  unless and until either
(i) a Change in Control  of the  Company  (as  hereinafter  defined)  shall have
occurred  while the  Executive  is employed by an Employer  and the  Executive's
employment by an Employer  thereafter  shall have  terminated in accordance with
Section 3 hereof or (ii) the  Executive's  employment by an Employer  shall have
terminated in accordance with Section 3(a)(ii) hereof prior to the occurrence of
the Change in Control.  For  purposes of this  Agreement,  a "Change in Control"
shall be deemed to have occurred when, during the Term of this Agreement:

                  (a) any person ("Person") as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as used in
Section 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d)
of the  Exchange  Act but  excluding  the  Company  and any  subsidiary  and any
employee  benefit plan  sponsored or maintained by the Company or any subsidiary
(including any trustee of such plan acting as trustee),  directly or indirectly,
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act),  of  securities  of the Company  representing  25% or more of the combined
voting power of the Company's then outstanding securities (other than indirectly
as a result of the Company's redemption of its securities); or

                  (b)  the   consummation   of  any  merger  or  other  business
combination  of the  Company,  sale  of 50% or  more  of the  Company's  assets,
liquidation  or  dissolution  of the  Company or  combination  of the  foregoing
transactions (the "Transactions") other than a Transaction immediately following
which the  shareholders  of the  Company  and any  trustee or  fiduciary  of any
Company employee benefit plan immediately  prior to the Transaction own at least
60%  of  the  voting  power,  directly  or  indirectly,  of  (A)  the  surviving
corporation in any such merger or other business combination;  (B) the purchaser
of or successor to the Company's assets; (C) both the surviving  corporation and
the purchaser in the event of any combination of Transactions; or (D) the parent
company  owning  100% of  such  surviving  corporation,  purchaser  or both  the
surviving corporation and the purchaser, as the case may be; or

                  (c) within any twenty-four month period,  the persons who were
directors  immediately  before the  beginning  of such  period  (the  "Incumbent
Directors") shall cease (for any reason other than death) to constitute at least
a majority of the Board or the board of directors of a successor to the Company.
For this  purpose,  any director who was not a director at the beginning of such
period shall be deemed to be an Incumbent  Director if such director was elected
to the Board by, or on the  recommendation  of or with the approval of, at least
two-thirds of the directors who then  qualified as Incumbent  Directors (so long
as such  director was not  nominated by a person who  commenced or threatened to
commence an election  contest or proxy  solicitation by or on behalf of a Person
(other than the Board) or who has entered  into an  agreement to effect a Change
in Control or expressed an intention to cause such a Change in Control); or

                  (d) a majority  of the  members of the Board of  Directors  in
office  immediately  prior to a  proposed  transaction  determine  by a  written
resolution that such proposed transaction,  if taken, will be deemed a Change in
Control and such proposed transaction is consummated.

         3.       Termination of Employment; Definitions.

                  (a) Termination  without  Cause  by  the  Company  or for Good
Reason by the Executive.

                           (i)  The   Executive   shall   be   entitled  to  the
compensation  provided for in Section 4 hereof,  if  within  two  years  after a
Change  in  Control,  the  Executive's  employment  by  an   Employer  shall  be
terminated (A)  by  an  Employer  for any reason other than (I) the  Executive's
Disability or Retirement,  (II) the Executive's death or (III) for Cause, or (B)
by the Executive with Good Reason (all terms are as hereinafter defined), unless
such termination occurs with the Executive's  prior  written  consent  expressly
waiving the rights provided hereunder.

                           (ii)  In addition, the Executive shall be entitled to
the compensation provided for in Section 4 hereof if,  (A) in the event that  an
agreement  is signed  which,  if  consummated,  would  result  in  a  Change  of
Control  and,  within  12 months thereafter, the Executive is terminated without
Cause by the Company (other than on account of Executive's  Death or Disability)
or terminates employment  with Good Reason  prior to the Change in  Control, (B)
such termination is at the request  or  instigation  of the  acquiror  or merger
partner or  otherwise  in connection with the anticipated Change in Control, and
(C) within said 12 month period, such Change in Control actually occurs.

                  (b) Disability.  For purposes of this Agreement,  "Disability"
shall  mean the  Executive's  absence  from  the  full-time  performance  of the
Executive's  duties (as such duties existed  immediately  prior to such absence)
for 180 consecutive business days, when the Executive is disabled as a result of
incapacity due to physical or mental illness.

                  (c) Retirement.  For purposes of this Agreement,  "Retirement"
shall mean the Executive's voluntary termination of employment pursuant to late,
normal or early  retirement  under a pension plan  sponsored by an Employer,  as
defined in such plan, but only if such retirement  occurs prior to a termination
by an Employer without Cause or by the Executive for Good Reason.

                  (d)      Cause.  For purposes of this Agreement, "Cause" shall
mean:

                           (i)      the  willful  and  continued  failure of the
Executive to perform substantially all of his or her  duties  with  an  Employer
(other than any such failure resulting from incapacity due to physical or mental
illness),  after a written demand  for  substantial performance is  delivered to
such  Executive  by  the  Board  of Directors (the "Board") of the Company which
specifically  identifies  the  manner  in  which  the  Board  believes  that the
Executive has not substantially performed his or her duties;

                           (ii)     the  willful  engaging  by  the Executive in
gross misconduct which is materially and demonstrably injurious to  the  Company
or any Employer; or

                           (iii)    the conviction of, or plea of guilty or nolo
contendere to, a felony.

                  Termination  of the  Executive  for  Cause  shall  be  made by
delivery  to the  Executive  of a  copy  of a  resolution  duly  adopted  by the
affirmative  vote of not less than a three-fourths  majority of the non-employee
Directors  of the Company or of the  ultimate  parent of the entity which caused
the Change in Control (if the Company has become a  subsidiary)  at a meeting of
such  Directors  called and held for such  purpose,  after 30 days prior written
notice  to the  Executive  specifying  the basis  for such  termination  and the
particulars  thereof and a reasonable  opportunity  for the Executive to cure or
otherwise  resolve the behavior in question prior to such meeting,  finding that
in the reasonable judgment of such Directors,  the conduct or event set forth in
any of clauses (i) through  (iii) above has  occurred  and that such  occurrence
warrants the Executive's termination.

                  (e) Good Reason. For purposes of this Agreement, "Good Reason"
shall  mean the  occurrence,  within the Term of this  Agreement,  of any of the
following  without the Executive's  written consent expressly waiving the rights
provided hereunder:

                           (i)      any  material  and adverse diminution in the
Executive's duties or  responsibilities  with  the  Company  (or  any  affiliate
thereof)  from  those  in  effect  immediately  prior  to the Change in Control;
provided,  however,  that no such  diminution shall be  deemed  to  exist solely
because  of  changes  in Executive's  duties,  responsibilities  or  titles as a
consequence  of  the  Company ceasing  to  be  a  company  with  publicly-traded
securities  or  becoming  a wholly-owned subsidiary of another company;

                           (ii)     any reduction in the Executive's annual base
salary or any adverse change in bonus opportunity or participation in cash bonus
programs in effect immediately prior to the Change in Control;

                           (iii)    any requirement that Executive be based at a
location  more  than 35 miles from the location at which the Executive was based
immediately  prior  to  the  Change in Control (or a substantial increase in the
amount  of  travel  Executive  is  required to do because of a relocation of the
executive offices);

                           (iv)     any  failure  by  the Company to obtain from
any  successor  to  the  Company  an  agreement  reasonably  satisfactory to the
Executive to assume and perform this Agreement, as contemplated by Section 10(a)
hereof; or

                           (v)      during  the  thirty-day  period  immediately
following  the  first  anniversary  of  the  Change  in  Control,  the voluntary
termination of employment by the Executive for any reason or no reason at all;

                           (vi)     any  amendment, reduction  or termination of
any  benefit plan, program or arrangement,  which has the effect of causing  the
Executive  to  have  benefits  which  are  not  substantially  similar,  in  the
aggregate, to  those benefits provided to the Executive immediately prior to the
Change in Control.

                  Notwithstanding the foregoing, in the event Executive provides
the Company with a Notice of  Termination  (as defined below)  referencing  this
Section 3(e) (with the exception of Section 3(e)(v)),  the Company shall have 30
days thereafter in which to cure or resolve the behavior otherwise  constituting
Good Reason.  Any good faith  determination by Executive that Good Reason exists
shall be presumed correct and shall be binding upon the Company.

                  (f) Notice of  Termination.  Any purported  termination of the
Executive's  employment  (other  than on account of  Executive's  death) with an
Employer, if such termination occurs after the occurrence of a Change in Control
or  under  circumstances  specified  under  Section  3(a)(ii)  above,  shall  be
communicated by a Notice of Termination to the Executive, if such termination is
by an Employer, or to an Employer, if such termination is by the Executive.  For
purposes of this Agreement,  "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for termination of the Executive's  employment  under
the  provisions  so indicated;  provided,  however,  that in  connection  with a
termination for Good Reason under Section 3(e)(v), no details shall be necessary
other than  reference  to such  Section.  For  purposes  of this  Agreement,  no
purported  termination  of  Executive's  employment  with an  Employer  shall be
effective without such a Notice of Termination having been given.

         4.       Compensation Upon Termination After a Change in Control.

                  Subject to  Section 9 hereof,  if within two years of a Change
in Control,  the  Executive's  employment by an Employer  shall be terminated in
accordance  with  Section  3(a)  (the  "Termination"),  the  Executive  shall be
entitled to the following payments and benefits:

                  (a)  Severance.  The Company  shall pay or cause to be paid to
the  Executive a cash  severance  amount equal to (i) three (3) times the sum of
(A) the Executive's annual base salary on the date of the Change in Control (or,
if higher,  the annual base salary in effect  immediately prior to the giving of
the Notice of Termination)  and (B) the higher of: (x) the average of the actual
bonuses  earned by the Executive in respect of the three years prior to the year
in which the  Change in  Control  occurs  under the  Company's  incentive  award
program,  or (y) the Executive's target bonus for the year of Termination,  plus
(ii) in lieu of continuation  of any of the Executive's  perquisites as provided
to the Executive prior to the Change in Control (or, if greater,  at the time of
Termination),  a cash payment equal to 7 percent of the Executive's  annual base
salary as in effect on the date of the Change in  Control  for each of the three
(3) years following the date of Termination. This cash severance amount shall be
payable in a lump sum.

                  (b)      Additional Payments and Benefits. The Executive shall
also be entitled to:

                           (i)      a  lump sum cash payment equal to the sum of
(A) the  Executive's accrued but unpaid  annual  base  salary  through  the date
of  Termination,  (B) the unpaid portion,  if any, of bonuses  previously earned
by the Executive pursuant to the  Company's  Executive  incentive award program,
plus the pro rata portion of the bonus  to be paid  for  the  year  in which the
date  of  Termination  occurs (calculated  through the date of Termination), and
(C) an amount, if any, equal to compensation  previously deferred (excluding any
qualified plan deferral) and  any  accrued  vacation pay, in each case,  in full
satisfaction  of  Executive's rights thereto.

                           (ii)     a  lump  sum  cash  payment  equal   to  the
aggregate sum of (A) additional pension contributions  in an amount equal to the
Company's  contributions  under  the Company's  401(k) plan,  profit  sharing or
other savings  pension plans (or such other qualified and  nonqualified  defined
contribution pension plans as then  in  effect)  for  the  three (3) year period
following  the date of  Termination  (the "Separation Period") (based on assumed
rates of Executive's contributions at the level of participation in effect as of
the  last  date  Executive was permitted to participate); and (B) the difference
between  the  discounted  present  value (i.e., lump  sum value) of the  annuity
benefit  the  Executive  is entitled to  receive under the  Company's  qualified
and  nonqualified  defined  benefit  retirement  programs in which the Executive
is a participant calculated through the date of Termination  and the  discounted
present  value  (i.e.,  lump sum value) of  the  annuity  benefit  the Executive
would be entitled  to  receive under such retirement programs  calculated  after
adding an  additional five years of credit to age and service up to a maximum of
age 65 as if the  executive had  been  paid  at  the  rate used to calculate the
payments under Section 4(a),  provided that  the  additional credits  added with
respect to each  retirement  program  shall  not exceed five years when added to
any  additional  credits  already  provided by the terms of the such programs in
respect of the Termination covered hereby.

                           (iii)    continued  medical, dental, vision, and life
insurance coverage (excluding accident, death, and disability insurance) for the
Executive  and  the  Executive's eligible  dependents  or,  to the  extent  such
coverage  is  not  commercially available,  such  other arrangements  reasonably
acceptable to the Executive, on the same basis as in effect prior to the  Change
in Control or the  Executive's Termination, whichever  is  deemed to provide for
more substantial benefits, for a period ending  on the earlier of (A) the end of
the  Separation  Period or (B) the  commencement  of  comparable coverage by the
Executive with a subsequent employer;

                           (iv)     unless  it   would   adversely   affect  the
Company's  ability to use pooling of interest  accounting in a Change in Control
transaction  in  which  such  accounting  is intended to be used, immediate 100%
vesting   of  all  outstanding  stock  options,  stock  appreciation rights  and
restricted stock granted or issued by any Employer to the extent not  previously
vested on or following the Change of Control; and

                           (v)      all  other  accrued  or  vested  benefits in
accordance with the terms of the applicable plan (with an offset for any amounts
paid under Section  4(b)(i)(C), above).

                  All lump  sum  payments  under  this  Section  4 shall be paid
within  15  business  days  after  Executive's  date of  Termination,  provided,
however,  that such payment shall be made 30 days after Termination in the event
that  the  Company  requires  the  Executive  to sign a  release  at the time of
Termination.  Discounted  present  value (i.e.,  lump sum value) for purposes of
subsection  (ii) above shall be calculated  using a discount factor equal to one
percentage point below the rate of interest,  per annum,  publicly  announced by
The Chase  Manhattan  Bank,  N.A.  as its prime rate in effect at its  principal
office  in New York  City,  and  using the  actuarial  factors  set forth in the
defined benefit retirement program.

                  (c)   Outplacement.   If  so  requested   by  the   Executive,
outplacement services shall be provided by a professional  outplacement provider
selected by Executive;  provided, however, that such outplacement services shall
be provided the Executive at an aggregate  total cost to the Company of not more
than ten (10) percent of such Executive's annual base salary.

                  (d)      Withholding.  Payments and benefits provided pursuant
to  this  Section 4 shall  be  subject to any applicable payroll and other taxes
required to be withheld.

         5.       Compensation   Upon   Termination   for  Death, Disability  or
Retirement.

         If  an  Executive's  employment  is  terminated  by  reason  of  Death,
Disability or Retirement prior to any other termination, Executive will receive:

                  (a) the  sum of (i)  Executive's  accrued  but  unpaid  salary
through the date of  Termination,  (ii) the pro rata portion of the  Executive's
target bonus for the year of Executive's Death or Disability (calculated through
the  date of  Termination),  and  (iii)  an  amount  equal  to any  compensation
previously deferred and any accrued vacation pay; and

                  (b) other accrued or vested  benefits in  accordance  with the
terms of the  applicable  plan (with an offset for any  amounts  paid under item
(a)(iii), above).

         6.       Excess Parachute Payments.

                           (a) (i) If  it  is determined (as hereafter provided)
that  any  payment or distribution  by the Company or any Employer to or for the
benefit   of   the  Executive,  whether  paid  or  payable  or  distributed   or
distributable  pursuant  to the terms of this Agreement or otherwise pursuant to
or  by  reason  of  any other agreement,  policy, plan,  program or arrangement,
including  without  limitation  any  stock option, stock  appreciation  right or
similar right, or the lapse or termination of any restriction on or the  vesting
or  exercisability  of any  of the  foregoing  (a "Severance Payment"), would be
subject to the excise tax  imposed by Section 4999 of the Code (or any successor
provision thereto) by  reason of being "contingent on a change in  ownership  or
control"  of the Company, within the meaning of Section 280G of the Code (or any
successor  provision  thereto) or  to  any similar tax imposed by state or local
law, or any interest or penalties  with respect to such  excise  tax  (such  tax
or  taxes,  together   with  any  such  interest  and   penalties, are hereafter
collectively referred to as  the "Excise Tax"),  then  the Executive  shall   be
entitled  to receive an  additional  payment or payments (a "Gross-Up  Payment")
in an amount such that, after  payment by the Executive of all taxes  (including
any  interest or  penalties imposed with respect to such taxes),  including  any
Excise  Tax,  imposed  upon  the Gross-Up  Payment,  the  Executive  retains  an
amount  of  the  Gross-Up  Payment  equal  to  the Excise Tax  imposed  upon the
Severance Payments.

                           (ii)     Subject to the provisions of Section 6(a)(i)
hereof, all determinations required  to be made under this Section 6,  including
whether an Excise Tax is  payable  by  the  Executive  and  the  amount  of such
Excise  Tax and  whether  a  Gross-Up Payment is required and the amount of such
Gross-Up  Payment,  shall be made by the nationally recognized firm of certified
public  accountants  (the "Accounting  Firm") used  by the Company  prior to the
Change  in  Control  (or,  if  such  Accounting  Firm  declines  to  serve,  the
Accounting  Firm  shall  be a nationally  recognized  firm of  certified  public
accountants  selected  by  the  Executive).  The   Accounting   Firm   shall  be
directed  by  the  Company   or  the  Executive   to  submit   its   preliminary
determination  and  detailed supporting calculations to both the Company and the
Executive within 15 calendar days after the Termination Date, if applicable, and
any  other  such  time  or  times  as  may  be  requested  by the Company or the
Executive.  If the Accounting  Firm  determines that any  Excise  Tax is payable
by the  Executive,  the  Company  shall pay  the required  Gross-Up  Payment to,
or for the benefit of, the Executive within five business  days after receipt of
such  determination  and  calculations.  If the Accounting Firm  determines that
no  Excise  Tax  is payable by the Executive,  it shall,  at the same time as it
makes  such  determination,  furnish  the  Executive with an opinion that he has
substantial  authority not to report any  Excise Tax on his/her federal,  state,
local income or other tax return. Any determination by the Accounting Firm as to
the amount of  the  Gross-Up Payment  shall be binding upon the Company  and the
Executive  absent a  contrary  determination  by the Internal  Revenue  Services
or  a  court  of  competent  jurisdiction;  provided,  however,  that  no   such
determination  shall eliminate or reduce the Company's obligation to provide any
Gross-Up Payment that shall be due as a result of such  contrary  determination.
As a result of the uncertainty in the application of Section  4999  of  the Code
(or   any   successor   provision   thereto)   and   the  possibility of similar
uncertainty  regarding state or local tax law at the time of  any  determination
by the  Accounting  Firm  hereunder,  it is possible that Gross-Up Payments that
will   not   have  been  made  by  the  Company   should  have  been  made   (an
"Underpayment"), consistent with the calculations required to be made hereunder.
In  the  event   that  the  Company  exhausts  or fails to  pursue  its remedies
pursuant  to Section  6(a)  hereof  and  the  Executive  thereafter  is required
to make a payment of any Excise Tax, the Executive  shall  direct the Accounting
Firm to determine the amount of the Underpayment that has occurred and to submit
its determination  and  detailed supporting calculations to both the Company and
the Executive as promptly as possible.  Any such Underpayment  shall be promptly
paid  by  the  Company  to,  or  for  the benefit of, the Executive  within five
business days after receipt of such determination and calculations.

                           (iii)    The federal, state and local income or other
tax returns filed by the Executive  (or any filing  made by a  consolidated  tax
group  which  includes  the  Company)   shall  be  prepared   and   filed  on  a
consistent   basis  with  the determination  of the Accounting Firm with respect
to the Excise Tax payable  by the  Executive.  The  Executive  shall make proper
payment  of  the  amount  of any Excise Tax, and at the request of the  Company,
provide to the Company true and correct  copies (with any amendments) of his/her
federal  income  tax  return  as  filed  with  the Internal  Revenue Service and
corresponding  state  and  local  tax  returns,  if relevant,  as filed with the
applicable  taxing  authority,  and such other documents reasonably requested by
the  Company,  evidencing   such  payment.  If   prior  to  the  filing  of  the
Executive's  federal  income  tax  return,  or corresponding  state or local tax
return,  if relevant,  the  Accounting  Firm determines  that the  amount of the
Gross-Up Payment  should be  reduced,  the Executive  shall within five business
days pay to the Company the amount of such reduction.

                           (iv)     The  Company  and  the  Executive shall each
provide  the  Accounting  Firm  access  to and copies of any books,  records and
documents in the possession of the Company or the Executive, as the case may be,
reasonably  requested by  the Accounting Firm, and otherwise  cooperate with the
Accounting   Firm  in  connection  with  the  preparation  and  issuance  of the
determination  contemplated  by Section  6(a) hereof.

                           (v)      The fees and expenses of the Accounting Firm
for  its  services  in  connection  with  the  determinations  and  calculations
contemplated  by  Sections  6(a)(ii)  and  (iv)  hereof  shall be  borne  by the
Company.  If such  fees and  expenses  are initially  advanced by the Executive,
the  Company  shall  reimburse  the  Executive the full  amount of such fees and
expenses  within  five  business  days  after  receipt  from the  Executive of a
statement  therefor and  reasonable  evidence of his/her payment thereof.

                  (b) In the event that the Internal Revenue Service claims that
any payment or benefit  received  under this  Agreement  constitutes  an "excess
parachute  payment,"  within the meaning of Section  280G(b)(1) of the Code, the
Executive shall notify the Company in writing of such claim.  Such  notification
shall be given as soon as  practicable  but no later than 10 business days after
the Executive is informed in writing of such claim and shall apprise the Company
of the nature of such claim and the date on which such claim is  requested to be
paid.  The Executive  shall not pay such claim prior to the expiration of the 30
day period  following the date on which the  Executive  gives such notice to the
Company  (or such  shorter  period  ending on the date that any payment of taxes
with respect to such claim is due).  If the Company  notifies  the  Executive in
writing  prior to the  expiration of such period that it desires to contest such
claim,  the  Executive  shall (i) give the  Company any  information  reasonably
requested  by the  Company  relating  to such  claim;  (ii) take such  action in
connection with contesting such claim as the Company shall reasonably request in
writing  from  time to  time,  including  without  limitation,  accepting  legal
representation  with respect to such claim by an attorney reasonably selected by
the Company and reasonably  satisfactory to the Executive;  (iii) cooperate with
the Company in good faith in order to effectively  contest such claim;  and (iv)
permit the Company to  participate  in any  proceedings  relating to such claim;
provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including,  but not limited to, additional interest and penalties and
related  legal,  consulting or other similar fees)  incurred in connection  with
such  contest  and  shall  indemnify  and hold  the  Executive  harmless,  on an
after-tax basis, for and against any Excise Tax or other tax (including interest
and penalties with respect thereto)  imposed as a result of such  representation
and payment of costs and expenses.

                  (c)  The  Company  shall  control  all  proceedings  taken  in
connection  with such contest  and, at its sole option,  may pursue or forgo any
and all administrative appeals,  proceedings,  hearings and conferences with the
taxing  authority in respect of such claim and may, at its sole  option,  either
direct the  Executive to pay the tax claimed and sue for a refund or contest the
claim in any  permissible  manner,  and the Executive  agrees to prosecute  such
contest to a determination  before any  administrative  tribunal,  in a court of
initial  jurisdiction and in one or more appellate  courts, as the Company shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive on an interest-free basis, and shall indemnify and hold
the Executive harmless,  on an after-tax basis, from any Excise Tax or other tax
(including  interest and penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and provided,  further,  that if the Executive is required to extend the statute
of  limitations  to enable the Company to contest such claim,  the Executive may
limit this extension solely to such contested  amount.  The Company's control of
the  contest  shall be  limited  to issues  with  respect  to which a  corporate
deduction  would be  disallowed  pursuant  to  Section  280G of the Code and the
Executive shall be entitled to settle or contest,  as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing  authority.  In
addition,  no position may be taken nor any final resolution be agreed to by the
Company  without the  Executive's  consent if such position or resolution  could
reasonably be expected to adversely  affect the Executive  (including  any other
tax position of the Executive unrelated to matters covered hereby).

                  (d) If,  after  the  receipt  by the  Executive  of an  amount
advanced by the Company in connection  with the contest of the Excise Tax claim,
the Executive becomes entitled to receive any refund with respect to such claim,
the  Executive  shall  promptly  pay to the  Company  the amount of such  refund
(together  with any interest  paid or credited  thereon  after taxes  applicable
thereto);  provided,  however,  if the amount of that refund  exceeds the amount
advanced  by the  Company or it is  otherwise  determined  for any  reason  that
additional  amounts could be paid to the Named Executive  without  incurring any
Excise Tax,  any such  amount will be promptly  paid by the Company to the named
Executive  (or shall be  applied  to reduce  any  amount  that  Executive  would
otherwise  be  required  to pay the  Company).  If,  after  the  receipt  by the
Executive of an amount  advanced by the Company in connection with an Excise Tax
claim, a  determination  is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the  Executive
in  writing of its intent to  contest  the  denial of such  refund  prior to the
expiration of 30 days after such  determination,  such advance shall be forgiven
and  shall  not  be  required  to  be  repaid  and  shall  be  deemed  to  be in
consideration for services rendered after the date of the Termination.

         7. Expenses.  In addition to all other amounts payable to the Executive
under this  Agreement,  the Company  shall pay or reimburse  the  Executive  for
reasonable legal fees (including without limitation, any and all court costs and
reasonable attorneys' fees and expenses) incurred by the Executive in connection
with or as a result of any claim, action or proceeding brought by the Company or
the Executive  with respect to or arising out of this Agreement or any provision
hereof; provided,  however, that the Company shall have no obligation to pay any
such legal fees, if (i) in the case of an action brought by the  Executive,  the
Company is successful in establishing with the court that the Executive's action
was frivolous or otherwise  without any reasonable  legal or factual  basis;  or
(ii) in  connection  with any such claim,  action or  proceeding  arising out of
Section 12 of this Agreement.

         8.       Obligations Absolute; Non-Exclusivity of Rights; Joint Several
Liability.

                  (a) The obligations of the Company to make the payments to the
Executive,  and to make the arrangements,  provided for herein shall be absolute
and  unconditional  and shall not be  reduced  by any  circumstances,  including
without limitation any set-off, counterclaim, recoupment, defense or other right
which the Company may have against the Executive or any third party at any time.

                  (b)  Nothing  in this  Agreement  shall  prevent  or limit the
Executive's continuing or future participation in any benefit,  bonus, incentive
or other plan or program  provided by the Company or any other  Employer and for
which the Executive may qualify,  nor shall anything herein limit or reduce such
rights as the  Executive may have under any  agreements  with the Company or any
other Employer.

                  (c) Each entity  included in the  definition of "Employer" and
any  successors or assigns shall be joint and severally  liable with the Company
under this Agreement.

         9.       Not an Employment Agreement; Effect On Other Rights.

                  (a) This  Agreement is not, and nothing herein shall be deemed
to create, a contract of employment  between the Executive and the Company.  The
Company may  terminate  the  employment  of the  Executive by the Company at any
time, subject to the terms of this Agreement and/or any employment  agreement or
arrangement between the Company and the Executive that may then be in effect.

                  (b) This Agreement  supersedes all prior  agreements  covering
change in control or any other  subject  matter  covered by this  Agreement  and
Executive  hereby  represents  that the  Executive  has no other oral or written
representations,  understandings  or  agreements  with the Company or any of its
officers,  directors or  representatives  covering  any such subject  matter and
agrees that any and all prior written agreements relating to such subject matter
shall be terminated  effective as of the date of execution of this Agreement and
shall be of no further force or effect.

                  Amounts  which are vested  benefits or which the  Executive is
otherwise  entitled to receive  under any Company plan or program of the Company
or any other Employer shall be payable in accordance  with such plan or program,
except as explicitly modified by this Agreement.

         10.      Successors; Binding Agreement, Assignment.

                  (a) The Company shall require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business of the Company,  by agreement to  expressly,
absolutely and unconditionally assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.  Failure of the Company to obtain such
agreement prior to the  effectiveness of any such succession shall be a material
breach of this  Agreement  and shall  entitle the  Executive  to  terminate  the
Executive's  employment  with the  Company  or such  successor  for Good  Reason
immediately  prior  to or at any time  after  such  succession.  As used in this
Agreement,  "Company"  shall mean (i) the Company as hereinbefore  defined,  and
(ii) any  successor  to all the stock of the Company or to all or  substantially
all of the Company's business or assets which executes and delivers an agreement
provided for in this Section 10(a) or which  otherwise  becomes bound by all the
terms and provisions of this Agreement by operation of law, including any parent
or subsidiary of such a successor.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  should  die  while  any  amount  would be  payable  to the  Executive
hereunder if the  Executive  had  continued to live,  all such  amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to the  Executive's  estate or  designated  beneficiary.  Neither this
Agreement  nor any right  arising  hereunder  may be  assigned or pledged by the
Executive.

         11.  Notice.  For  purpose  of this  Agreement,  notices  and all other
communications provided for in this Agreement or contemplated hereby shall be in
writing and shall be deemed to have been duly given when  personally  delivered,
delivered by a nationally  recognized  overnight delivery service or when mailed
United States certified or registered mail,  return receipt  requested,  postage
prepaid, and addressed, in the case of the Company, to the Company at:

                           Kerr-McGee Corporation
                           123 Robert S. Kerr Avenue
                           P.O. Box 25861
                           Oklahoma City, Oklahoma 73125
                           Attention:  Chief Executive Officer
                           (with a copy to General Counsel)

and in the case of the Executive, to the Executive at the address set  forth  on
the execution page at the end hereof.

         Either  party may  designate  a different  address by giving  notice of
change of address in the manner provided above, except that notices of change of
address shall be effective only upon receipt.

         12.  Confidentiality.

                  (a) The  Executive  shall  retain  in  confidence  any and all
confidential  information  concerning  the Company and its  respective  business
which is now  known or  hereafter  becomes  known to the  Executive,  except  as
otherwise  required by law and except  information (i) ascertainable or obtained
from public  information,  (ii)  received by the Executive at any time after the
Executive's employment by the Company shall have terminated,  from a third party
not  employed by or otherwise  affiliated  with the Company or (iii) which is or
becomes known to the public by any means other than a breach of this Section 12.
Upon the  Termination  of  employment,  the Executive  will not take or keep any
proprietary  or  confidential  information  or  documentation  belonging  to the
Company.

                  (b) The Executive  acknowledges  and agrees that the Company's
remedies at law for a breach or  threatened  breach of any of the  provisions of
this Section 12 would be inadequate and, in recognition of this fact,  Executive
agrees that, in the event of such a breach or threatened  breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
cease making any payments or providing  any benefit  otherwise  required by this
Agreement  during the  pendency of any  dispute  involving  such  Section and to
obtain  equitable  relief  in  the  form  of  specific  performance,   temporary
restraining  order,  temporary or permanent  injunction  or any other  equitable
remedy which may then be available.  Upon the  resolution  of such dispute,  any
payments or benefits  required by this Agreement which were suspended during the
pendency of the dispute  shall be paid or  provided  to the  Executive  if it is
determined that no breach of this Section 12 occurred.

         This paragraph 12 shall survive the termination of this Agreement.

         13.      Release. In the event that the Company requests a release from
the Executive, in  the form attached hereto as Exhibit A, then as a condition to
providing any payments or  benefits  under  this  Agreement, the Executive shall
deliver such release.

         14.  Miscellaneous.  No  provision  of this  Agreement  may be amended,
altered,  modified,  waived or  discharged  unless such  amendment,  alteration,
modification,  waiver  or  discharge  is  agreed  to in  writing  signed  by the
Executive and such officer of the Company as shall be specifically designated by
the  Committee or by the Board of Directors of the Company.  No waiver by either
party, at any time, of any breach by the other party of, or of compliance by the
other party with,  any condition or provision of this  Agreement to be performed
or complied  with by such other party shall be deemed a waiver of any similar or
dissimilar  provision or  condition of this  Agreement or any other breach of or
failure to comply with the same  condition  or  provision at the same time or at
any  prior  or  subsequent  time.  No  agreements  or  representations,  oral or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party which are not expressly set forth in this Agreement.

         15.  Severability.  If  any  one or  more  of the  provisions  of  this
Agreement shall be held to be invalid,  illegal or unenforceable,  the validity,
legality and enforceability of the remaining  provisions of this Agreement shall
not be affected  thereby.  To the extent permitted by applicable law, each party
hereto waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.

         16.  Governing Law; Venue. The validity,  interpretation,  construction
and performance of this Agreement  shall be governed  exclusively by the laws of
the State of Delaware  without giving effect to its conflict of laws rules.  For
purposes  of  jurisdiction  and venue,  the  Company  and each  Employer  hereby
consents  to  jurisdiction  and venue in any suit,  action  or  proceeding  with
respect to this Agreement in any court of competent jurisdiction in the state in
which Executive  resides at the commencement of such suit,  action or proceeding
and waives any objection,  challenge or dispute as to such jurisdiction or venue
being proper.

         17.      Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each  of  which  shall  be  an original and all of which shall be
deemed to constitute one and the same instrument.



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                        KERR-MCGEE CORPORATION



                                        By:
                                        Luke R. Corbett
                                        Chairman and Chief Executive Officer





                                        Robert M. Wohleber
                                        4201 W. Memorial Road, Apt. 4208
                                        Oklahoma City, OK  73134




                                                                      Exhibit A

                                     RELEASE

         [___________]  ("Executive"),  for and in consideration of the payments
and benefits that Executive shall receive under this Agreement,  hereby executes
the following General Release ("Release") and agrees as follows:

         1. Executive,  on behalf of Executive,  Executive's agents,  assignees,
attorneys,  successors,  assigns,  heirs and  executors,  to, and Executive does
hereby  fully and  completely  forever  release the Company and its  affiliates,
predecessors  and  successors  and all of their  respective  past and/or present
officers, directors,  partners, members, managing members, managers, Executives,
agents, representatives,  administrators, attorneys, insurers and fiduciaries in
their individual  and/or  representative  capacities  (hereinafter  collectively
referred  to as the  "Releasees"),  from any and all  causes of  action,  suits,
agreements,   promises,   damages,   disputes,    controversies,    contentions,
differences,   judgments,   claims,  debts,  dues,  sums  of  money,   accounts,
reckonings,  bonds,  bills,  specialties,   covenants,   contracts,   variances,
trespasses,  extents,  executions  and  demands  of any kind  whatsoever,  which
Executive  or  Executive's  heirs,  executors,  administrators,  successors  and
assigns ever had, now have or may have against the  Releasees or any of them, in
law, admiralty or equity,  whether known or unknown to Executive,  for, upon, or
by reason of, any matter, action, omission, course or thing whatsoever occurring
up to  the  date  this  Release  is  signed  by  Executive,  including,  without
limitation,  in connection with or in relationship to Executive's  employment or
other service  relationship with the Company or its affiliates,  the termination
of any such employment or service  relationship  and any applicable  employment,
compensatory  or  equity   arrangement   with  the  Company  or  its  respective
affiliates;  provided that such released  claims shall not include any claims to
enforce  Executive's  rights  under,  or with  respect  to, this  Release  (such
released claims are collectively referred to herein as the "Released Claims").

         2.  Notwithstanding  the  generality of clause (1) above,  the Released
Claims include,  without  limitation,  (a) any and all claims under Title VII of
the Civil Rights Act of 1964, the Age  Discrimination in Employment Act of 1967,
the Civil  Rights  Act of 1971,  the Civil  Rights  Act of 1991,  the Fair Labor
Standards  Act,  the  Executive  Retirement  Income  Security  Act of 1974,  the
Americans with  Disabilities  Act, the Family and Medical Leave Act of 1993, and
any and all other federal, state or local laws, statutes,  rules and regulations
pertaining  to  employment  or  otherwise,  and  (b)  any  claims  for  wrongful
discharge,  breach of contract,  fraud,  misrepresentation  or any  compensation
claims,  or any other claims under any statute,  rule,  regulation  or under the
common law, including compensatory damages,  punitive damages,  attorney's fees,
costs, expenses and all claims for any other type of damage or relief.

         3. This means that, by signing this Release,  the Executive  shall have
waived any right to which the  Executive may have had to bring a lawsuit or make
any claim against the releasees  based on any acts or omissions of the releasees
up to the date of the signing of this Release.

         4.  Executive   represents   that  he  has  read  carefully  and  fully
understands  the terms of this Release,  and that  Executive has been advised to
consult  with an  attorney  and  have had the  opportunity  to  consult  with an
attorney  prior to  signing  this  Release.  Executive  acknowledges  that he is
executing this Release  voluntarily  and knowingly and that he has not relied on
any  representations,  promises or  agreements  of any kind made to Executive in
connection with Executive's decision to accept the terms of this Release,  other
than those set forth in this Release.  Executive acknowledges that Executive has
been given at least twenty-one (21) days to consider whether  Executive wants to
sign  this  Release  and that the Age  Discrimination  in  Employment  Act gives
Executive  the right to revoke this  Release  within  seven (7) days after it is
signed, and Executive  understands that he will not receive any payments due him
under this Release until such seven (7) day revocation  period (the  "Revocation
Period") has passed and then, only if Executive has not revoked this Release. To
the extent  Executive has executed this Release within less than twenty-one (21)
days after its delivery to Executive,  Executive  hereby  acknowledges  that his
decision to execute this Release prior to the expiration of such twenty-one (21)
day period was entirely voluntary.



                                            KERR-MCGEE CORPORATION




-------------------------                   ------------------------------
Executive                                   Title:
                                            Name: