Exhibit 10.2






              KERR-McGEE CORPORATION 2002 LONG TERM INCENTIVE PLAN
              ----------------------------------------------------


<PAGE>


              KERR-McGEE CORPORATION 2002 LONG TERM INCENTIVE PLAN
              ----------------------------------------------------


                                TABLE OF CONTENTS
                                -----------------


Article                                                              Page
-------                                                              ----

I                 Purpose.............................................1

II                Definitions.........................................1

III               Administration......................................3

IV                Eligibility.........................................4

V                 Maximum Shares Available............................4

VI                Stock Options.......................................5

VII               Stock Appreciation Rights...........................7

VIII              Restricted Stock Plan...............................8

IX                Performance Plan....................................9

X                 Adjustment Upon Changes in Stock ..................10

XI                Change in Control..................................11

XII               Miscellaneous......................................12

XIII              Amendment and Termination..........................14

XIV               Duration of the Plan...............................14


                                       i


              KERR-McGEE CORPORATION 2002 LONG TERM INCENTIVE PLAN
              ----------------------------------------------------


                                    Article I

                                     Purpose
                                     -------

         The purpose of the Kerr-McGee Corporation 2002 Long Term Incentive Plan
(the "Plan") is to provide incentive  opportunities  for Non-Employee  Directors
and key  employees,  and to align their  personal  financial  interest  with the
Company's  stockholders.  The Plan includes provisions for stock options,  stock
and performance related awards.

                                   Article II

                                   Definitions
                                   -----------

         (a) "Award" shall mean the award which a Performance  Plan  Participant
is entitled to receive under the Performance Plan.

         (b) "Board" or "Board of  Directors"  shall mean the Board of Directors
of the Company.

         (c) "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended
from time to time.

         (d)  "Company"  shall mean  Kerr-McGee  Corporation  and any  successor
corporation by merger or otherwise.

         (e)  "Committee"  shall mean a committee  of two (2) or more members of
the Board appointed by the Board of Directors to administer the Plan pursuant to
Article III herein.  A person may serve on the Committee  only if he or she is a
"Non-Employee Director" for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and satisfies the requirements of an "outside director"
for purposes of Code section 162(m).

         (f)  "Employee"  shall  mean any  person  employed  by the  Company,  a
Subsidiary or Limited Liability Company on a full-time salaried basis, including
Officers and  Non-Employee  Directors  thereof.  The term  "Employee"  shall not
include a person hired as an independent contractor, leased employee, consultant
or a  person  otherwise  designated  by the  Company  at the time of hire as not
eligible to participate in the Plan,  even if such person is determined to be an
"employee" by any governmental or judicial authority.

         (g) "Fair Market  Value" of Stock shall mean the average of the highest
price and the lowest price at which Stock shall have been sold on the applicable
date as reported in the Wall Street Journal as New York Stock Exchange Composite
Transactions  for that date. In the event that the applicable  date is a date on
which there were no such sales of Stock,  the Fair Market Value of Stock on such
date shall be the mean of the highest  price and the lowest price at which Stock
shall have been sold on the last trading day preceding such date.

         (h) "Incentive  Stock Option" or "ISO" shall mean an Option grant which
meets or complies with the terms and  conditions set forth in Section 422 of the
Code and applicable regulations.

         (i)  "Indicators  of  Performance"  shall mean the criteria used by the
Committee to evaluate the Company's performance with respect to Restricted Stock
granted as  performance-based  compensation  under Article VIII, Section 8.1 and
each  Performance  Period for Awards as  described  in Article IX,  Section 9.2,
including: the Company's Pretax Income, Net Income, Earnings Per Share, Revenue,
Expenses,  Return on Assets, Return on Equity, Return on Investment,  Net Profit
Margin,   Operating  Profit  Margin,   Cash  Flow,  Total  Stockholder   Return,
Capitalization,  Liquidity, Reserve Adds or Replacement, Finding and Development
Costs,  Production Volume,  Results of Customer  Satisfaction  Surveys and other
measures  of  Quality,   Safety,   Productivity,   Cost  Management  or  Process
Improvement or other measures the Committee approves. Such performance goals may
be  determined  solely  by  reference  to  the  performance  of the  Company,  a
Subsidiary,  a Limited  Liability  Company or a  division  or unit of any of the
foregoing, or based upon comparisons of any of the performance measures relative
to other  companies.  In  establishing  a  performance  goal,  the Committee may
exclude the impact of any event or  occurrence  which the  Committee  determines
should  appropriately be excluded such as, for example, a restructuring or other
nonrecurring  charge,  an event either not directly related to the operations of
the Company or not within the reasonable control of the Company's management, or
a change in accounting  standards required by U.S. generally accepted accounting
principles.

         (j)  "Limited  Liability  Company"  or "LLC"  shall  mean  any  Limited
Liability  Company in which the Company or a Subsidiary owns fifty percent (50%)
or more of the Limited Liability Company.

         (k)  "Non-Employee  Director"  shall  mean any  person  duly  elected a
director of Kerr-McGee Corporation who is not an employee of the Company.

         (l) "Option" or "Stock  Option"  shall mean a right  granted  under the
Plan to an Optionee  to purchase a stated  number of shares of Stock at a stated
exercise price.

         (m) "Optionee" shall mean an Employee or Non-Employee  Director who has
received a Stock Option granted under the Plan.

         (n)  "Performance  Period"  shall  mean  a  period  established  by the
Committee   of  not  less   than  one   year,   at  the   conclusion   of  which
performance-based   compensation  will  become  vested  and   nonforfeitable  or
settlement will be made with a Performance  Plan Participant with respect to the
Award.

         (o) "Performance Plan Participant"  shall mean any eligible Employee so
designated by the Committee.

         (p)  "Restricted  Stock"  shall mean Stock which is issued  pursuant to
Article VIII of the Plan.

         (q)  "Restriction  Period" shall mean that period of time as determined
by the  Committee  during  which  Restricted  Stock is  subject  to such  terms,
conditions and restrictions as shall be assigned by the Committee.

         (r)  "Retirement"  shall mean retirement of an Employee after attaining
age and service  requirements  of the Company pension plan in which the employee
participates.  For this purpose,  "service" for U.S. Employees shall be measured
under the rules for determining vesting service under the Kerr-McGee Corporation
Retirement Plan for U.S.  Employees.  "Retirement"  for  Non-Employee  Directors
shall mean termination from service on the Board.

         (s) "Stock" shall mean the common stock of the Company.

         (t) "Stock  Appreciation  Right" or "SAR" shall mean a right granted in
connection with an Option in accordance with Article VII of the Plan.

         (u) "Subsidiary" shall mean any corporation (other than the Company) in
which the Company,  a Subsidiary or a Limited  Liability  Company of the Company
owns  fifty  percent  (50%) or more of the total  combined  voting  power of all
classes  of stock,  provided  that,  with  regard to  Incentive  Stock  Options,
"Subsidiary" shall have the meaning provided under section 424(f) of the Code.

         (v) "Total  Disability" and "Totally Disabled" shall normally have such
meaning as that defined under the Company's  group insurance plan covering total
disability and determinations of Total Disability  normally shall be made by the
insurance  company  providing  such  coverage on the date on which the employee,
whether or not eligible for benefits under such insurance plan,  becomes Totally
Disabled.  In the absence of such  insurance plan or in the event the individual
is a Non-Employee Director, the Committee shall make such determination.

                                   Article III

                                 Administration
                                 --------------

         3.1 The  Committee.  The Plan shall be  administered  by the  Committee
which initially shall be a subcommittee of the Executive  Compensation Committee
of the Board.  Subject to such  approvals  and other  authority as the Board may
reserve to itself from time to time, the Committee  shall,  consistent  with the
provisions of the Plan,  from time to time establish such rules and  regulations
and appoint such agents as it deems appropriate for the proper administration of
the Plan, and make such determinations  under, and such  interpretations of, and
take  such  steps in  connection  with the  Plan or the  Options  or SARs or the
Restricted  Stock  Plan  or  the  Performance  Plan  as it  deems  necessary  or
advisable.

         3.2 Authority of the Committee.  Subject to the provisions  herein, the
Committee  shall have the full power to determine  the size and types of Option,
SAR and  Restricted  Stock  grants  and  Awards,  to  determine  the  terms  and
conditions  of such grants and Awards in a manner  consistent  with the Plan, to
construe and interpret  the Plan and any  agreement or  instrument  entered into
under the Plan,  to  establish,  amend or waive  rules and  regulations  for the
Plan's administration,  and to amend the terms and conditions of any outstanding
Option,  SAR or  Restricted  Stock  grant or Award to the extent  such terms and
conditions  are within the sole  discretion  of the Committee as provided in the
Plan and subject to the limitations and restrictions  otherwise applicable under
the  Plan  including   those   contained  in  Article  XIII  which  among  other
restrictions  prohibits the  repricing of options  without  further  shareholder
approval.  Further,  the Committee shall make all other determinations which may
be necessary or advisable  for the  administration  of the Plan. As permitted by
law, the Committee may delegate its authority hereunder.  The Committee may take
any  action  consistent  with the terms of the Plan  which the  Committee  deems
necessary to comply with any  government  laws or regulatory  requirements  of a
foreign  country,  including,  but not  limited  to,  modifying  the  terms  and
conditions  governing  any  Options,   SARs,  Restricted  Stock  or  Awards,  or
establishing  any local country  plans as sub-plans to this Plan,  each of which
may be attached as an appendix hereto.

         3.3  Decisions  Binding.   All  determinations  and  decisions  of  the
Committee  as to  any  disputed  question  arising  under  the  Plan,  including
questions  of  construction  and  interpretation,  shall be final,  binding  and
conclusive upon all parties.


                                   Article IV

                                   Eligibility
                                   -----------

         Those  Employees who, in the judgment of the Committee,  may contribute
to the profitability and growth of the Company, and all Non-Employee  directors,
shall be eligible  to receive  Options,  SARs,  grants of  Restricted  Stock and
Awards under the Plan.


                                    Article V

                            Maximum Shares Available
                            ------------------------

         The Stock to be distributed under the Plan may be either authorized and
issued  shares or unissued  shares of the Company,  including but not limited to
shares held as treasury shares.  The maximum amount of Stock which may be issued
under  the  Plan in  satisfaction  of  exercised  Options  or  SARs,  issued  as
Restricted Stock or issued under the Performance  Plan shall not exceed,  in the
aggregate,  seven million (7,000,000) shares of which no more may be granted, as
follows:

         (a)  Restricted  Stock  and  Performance  Awards
              to Employees                                   1,750,000 shares

         (b) Stock Options and Restricted  Stock to
             Non-Employee Directors, but no more than
             100,000 shares to Restricted Stock                300,000 shares

Under  the Plan,  no  Employee  shall be  awarded,  during  the term of the Plan
Restricted  Stock  covering  more than  400,000  shares  of Stock.  No more than
1,750,000  Options may be granted to a single  employee  during the term of this
Plan.

         Stock  subject  to an Option  which  for any  reason  is  cancelled  or
terminated  without having been exercised,  or Stock awarded as Restricted Stock
which is  forfeited,  shall again be  available  for grants and Awards under the
Plan.  Stock  not  issued  because  the  holder  of  any  Option  exercises  the
accompanying SAR shall not again be subject to award by the Committee.

                                   Article VI

                                  Stock Options
                                  -------------

         6.1 Grant of Options.

         (a) The  Committee  may, at any time and from time to time prior to May
13, 2012,  grant  Options under the Plan to eligible  Employees or  Non-Employee
Directors,  for such  numbers of shares and having  such terms as the  Committee
shall designate,  subject however,  to the provisions of the Plan. The Committee
will also determine the type of Option granted (e.g.  ISO,  nonstatutory,  other
statutory  Options  as from  time to time  may be  permitted  by the  Code) or a
combination of various types of Options. Options designated as ISOs shall comply
with all the provisions of Section 422 of the Code and  applicable  regulations.
The aggregate  Fair Market Value  (determined at the time the Option is granted)
of Stock with  respect to which  ISOs are  exercisable  for the first time by an
individual during a calendar year under all plans of the Company, any Subsidiary
and any LLC  shall not  exceed  $100,000.  The date on which an Option  shall be
granted shall be the date of the Committee's  authorization  of such grant.  Any
individual  at any one time and from time to time may hold more than one  Option
granted under the Plan or under any other Stock plan of the Company.

         (b) Each Option shall be evidenced by a Stock Option  Agreement in such
form and containing such  provisions  consistent with the provisions of the Plan
as the Committee from time to time shall approve.

         6.2 Exercise Price. The price at which shares of Stock may be purchased
under an Option  shall not be less  than  100% of the Fair  Market  Value of the
Stock on the date the Option is granted.

         6.3 Option  Period.  The period during which an Option may be exercised
shall be  determined  by the  Committee,  provided  that such period will not be
longer  than ten years  from the date on which the Option is granted in the case
of ISOs,  and ten  years and one day in the case of other  Options.  The date or
dates on which  installment  portion(s) of an Option may be exercised during the
term of an Option shall be  determined by the Committee and may vary from Option
to Option.  The  Committee may also  determine to  accelerate  the time at which
installment portion(s) of an outstanding Option may be exercised.

         6.4 Termination of Service. An Option shall terminate and may no longer
be  exercised  three  months  after the  Optionee  ceases to be an  Employee  or
Non-Employee  Director  for any reason  other than  Total  Disability,  death or
Retirement.  If an  Employee's  employment  is  terminated  by  reason  of Total
Disability or Retirement  all Options will vest and may be exercised  within the
period not to exceed the lesser of four years following such  termination or the
remaining  term of the Option award.  If a  Non-Employee  Director's  service is
terminated by reason of Total  Disability or  Retirement,  all Options will vest
upon  separation  from  service to the Company and may be  exercised  within the
remainder  of the Option's  term.  If the Optionee is an Employee of the Company
and dies while in the employ of the  Company,  a  Subsidiary  or LLC,  or within
three months after the termination of such  employment,  the vesting  provisions
will lapse and such  Option  may,  within  the  lesser of four  years  after the
Optionee's  death or the remaining term of the Option award, be exercised by the
legal  representative of the Optionee's estate, or if it has been distributed as
part of the estate, by the person or persons to whom the Optionee's rights under
the  Option  shall  pass by  will  or by the  applicable  laws  of  descent  and
distribution.  If the Optionee is a Non-Employee  Director who dies while in the
service of the Company,  all Options will vest and such Options may be exercised
within the  remainder of the term of the Option by the legal  representative  of
the Optionee's  estate,  or if it has been distributed as part of the estate, by
the person or persons to whom the Optionee's  rights under the Option shall pass
by will or by the applicable laws of descent and  distribution.  In no event may
an  Option  be  exercised  to any  extent by  anyone  after  the  expiration  or
termination of the Option.

         6.5 Payment for Shares.

         (a) The  exercise  price of an Option  shall be paid to the  Company in
full at the time of exercise at the election of the Optionee (1) in cash, (2) in
shares of Stock having a Fair Market Value equal to the aggregate exercise price
of the Option and satisfying  such other  requirements  as may be imposed by the
Committee, (3) in shares of Restricted Stock (including restricted stock granted
under a similar  plan of the  Company)  having a Fair Market  Value equal to the
aggregate exercise price of the Option and satisfying such other requirements as
may be imposed by the Committee, (4) partly in cash and partly in such shares of
Stock or Restricted  Stock  (including  restricted stock granted under a similar
plan of the Company), (5) to the extent permitted by the Committee,  through the
withholding  of shares of Stock  (which  would  otherwise  be  delivered  to the
Optionee)  with an aggregate Fair Market Value on the exercise date equal to the
aggregate  exercise  price  of  the  Option  or  (6)  through  the  delivery  of
irrevocable  instructions  to a broker to  deliver  promptly  to the  Company an
amount equal to the aggregate  exercise  price of the Option.  The Committee may
limit the extent to which shares of Stock or shares of  Restricted  Stock may be
used in exercising  Options.  No Optionee  shall have any rights to dividends or
other  rights of a  stockholder  with  respect to shares of Stock  subject to an
Option until the Optionee  has given  written  notice of exercise of the Option,
paid in full for such  shares of Stock and, if  applicable,  has  satisfied  any
other conditions imposed by the Committee pursuant to the Plan.

         (b) If shares of Restricted Stock are used to pay the exercise price of
an Option,  an equal number of shares of Stock  delivered  to the Optionee  upon
exercise  of an  Option,  shall  be  subject  to the same  restrictions  for the
remainder of the Restriction Period.



                                   Article VII

                            Stock Appreciation Rights
                            -------------------------

         7.1 Grant.  The  Committee  may affix SARs to an Option,  either at the
time of its initial granting to the Optionee or at a later date. The addition of
such SARs must be  accomplished  prior to the  completion  of the period  during
which the Option may be exercised and such  exercise  period may not be extended
beyond that which was  initially  established.  The  Committee may establish SAR
terms and conditions at the time such SAR is established.

         7.2 Exercise.

         (a) A SAR shall be exercisable at such time as may be determined by the
Committee  and a SAR shall be  exercisable  only to the extent  that the related
Option  could be  exercised.  Upon the  exercise of a SAR,  that  portion of the
Option underlying the SAR will be considered as having been  surrendered.  A SAR
shall be  automatically  exercised at the end of the last  business day prior to
the stated  expiration date of the unexercised  portion of the related Option if
on such date the Fair Market Value of Stock  exceeds the Option  exercise  price
per share.

         (b) The Committee may impose any other  conditions upon the exercise of
a SAR,  consistent  with the Plan,  which it deems  appropriate.  Such rules and
regulations  may govern the right to exercise SARs granted prior to the adoption
or amendment of such rules and regulations as well as SARs granted thereafter.

         (c) Upon the exercise of a SAR,  the Company  shall give to an Optionee
an amount (less any applicable  withholding  taxes)  equivalent to the excess of
the Fair Market Value of the shares of Stock for which the right is exercised on
the date of such  exercise  over the  exercise  price of such  shares  under the
related  Option.  Such amount shall be paid to the Optionee either in cash or in
shares of Stock or both as the Committee shall determine. Such determination may
be made at the time of the  granting  of the SAR and may be  changed at any time
thereafter.  No  fractional  shares of Stock  shall be issued and the  Committee
shall determine  whether cash shall be given in lieu of such fractional share or
whether such fractional share shall be eliminated.

         7.3 Expiration or Termination.

         (a) Subject to Article VII, Section 7.3(b), each SAR and all rights and
obligations thereunder shall expire on a date to be determined by the Committee.

         (b) A SAR  shall  terminate  and may no longer  be  exercised  upon the
exercise, termination, cancellation or expiration of the related Option.


                                  Article VIII

                              Restricted Stock Plan
                              ---------------------

         8.1 Terms of Grant.  At the time of making a grant of Restricted  Stock
or making payment of an Award in Restricted Stock to an Employee or Non-Employee
Director,  the Committee  shall  establish a Restriction  Period and assign such
terms,  conditions and other  restrictions  to the Restricted  Stock as it shall
determine  applicable to the Restricted Stock to be issued in settlement of such
grant or Award. The Committee may designate whether  Restricted Stock granted to
an employee is "performance-based  compensation" as that term is used in section
162(m) of the Code. The vesting of any such Restricted  Stock may be conditioned
on the  achievement  of Indicators of  Performance  during a Performance  Period
established by the Committee.

         8.2 Restricted Stock - Rights.  Restricted Stock will be represented by
a Stock  certificate  registered in the name of the Restricted  Stock recipient.
Such certificate,  accompanied by a separate duly endorsed stock power, shall be
deposited with the Company. The recipient shall be entitled to receive dividends
during the  Restriction  Period and shall have the right to vote such Restricted
Stock  and all  other  stockholder's  rights,  with the  exception  that (i) the
recipient will not be entitled to delivery of the Stock  certificate  during the
Restriction Period, (ii) the Company will retain custody of the Restricted Stock
during the  Restriction  Period  and (iii) a breach of the terms and  conditions
established  by the  Committee  pursuant to the Award will cause a forfeiture of
the Restricted Stock.  Subject to Article VI, Section 6.5,  Restricted Stock may
be  used  to  exercise  Options.  The  Committee  may,  in  addition,  prescribe
additional restrictions, terms and conditions upon or to the Restricted Stock.

         8.3  Termination  of Service.  The Committee  may establish  such rules
concerning the  termination of service of a recipient of Restricted  Stock prior
to  the  expiration  of  the  applicable  Restriction  Period  as  it  may  deem
appropriate from time to time provided,  if an Employee or Non-Employee Director
terminates  service  by reason of Total  Disability,  death or  Retirement,  the
Restriction  Period will continue and applicable  restrictions  will lapse as if
such Employee or Non-Employee  Director had continued in service of the Company.
In the event of  termination a  Non-Employee  Director due to Total  Disability,
death or  Retirement,  the Committee  may choose to provide a different  vesting
schedule for unvested Restricted Stock.

         8.4 Restricted Stock  Agreement.  Each grant of, or payment of an Award
in,  Restricted Stock shall be evidenced by a Restricted Stock Agreement in such
form  and  containing  such  terms  and  conditions  not  inconsistent  with the
provisions of the Plan as the Committee from time to time shall approve.


                                   Article IX

                                Performance Plan
                                ----------------

         9.1 Administrative  Procedure.  The Committee shall designate Employees
as Performance  Participants to become eligible to receive Awards under the Plan
and shall establish  Performance  Periods under the Performance  Plan,  provided
that, as calculated by the Committee, (1) the Fair Market Value of Stock or cash
covered by all Awards  granted  under the Plan during a calendar  year shall not
exceed 1.5% of the average  cash flow for the Company for the three fiscal years
immediately  preceding the grant, and (2) the Fair Market Value of Stock or cash
covered by all awards granted to an individual  under the Plan during a calendar
year shall not exceed .5% of the average cash flow for the Company for the three
fiscal years immediately preceding the grant.

         9.2 Indicators of Performance. The Committee shall establish Indicators
of Performance  applicable to the Performance Period.  Indicators of Performance
are  utilized to  determine  amount and timing of Awards,  and may vary  between
Performance  Periods and different  Awards.  The Indicators of  Performance  may
include such measures as the Company's Pretax Income,  Net Income,  Earnings Per
Share,  Revenue,  Expenses,  Return  on  Assets,  Return  on  Equity,  Return on
Investment,  Net Profit Margin,  Operating  Profit Margin,  Operating Cash Flow,
Total   Stockholder   Return,   Capitalization,   Liquidity,   Reserve  Adds  or
Replacement,  Finding and Development  Costs,  Results of Customer  Satisfaction
Surveys and other measures of Quality, Safety, Productivity,  Cost Management or
Process Improvement or other measures the Committee  approves.  Such performance
goals may be determined solely by reference to the performance of the Company, a
Subsidiary,  a Limited  Liability  Company or a  division  or unit of any of the
foregoing, or based upon comparisons of any of the performance measures relative
to other  companies.  The  Committee may also exclude the impact of any event or
occurrence which the Committee  determines should appropriately be excluded such
as, for example, a restructuring or other  nonrecurring  charge, an event either
not  directly  related  to the  operations  of the  Company  or not  within  the
reasonable  control  of the  Company's  management,  or a change  in  accounting
standards required by U. S. generally accepted accounting principles.

         9.3 Award  Adjustment.  Subject to the terms of the Plan, the Committee
may make downward adjustments in Awards to Performance Plan Participants.

         9.4  Performance  Awards.  Awards  may be in the  form  of  performance
shares,  which are units valued by  reference to shares of stock or  performance
units,  which are units valued by  reference  to financial  measures or property
other than stock and shall be  subject  to such terms and  conditions  and other
restrictions  as the  Committee  shall  assign.  At the time of making grants of
Awards,  the Committee  shall  establish  such terms and  conditions as it shall
determine  applicable  to such  Awards.  Awards may be paid out in cash,  Stock,
Restricted Stock, other property or a combination thereof.  Recipients of Awards
are not required to provide consideration other than the rendering of service.

         9.5 Partial  Performance  Period  Participation.  Subject to applicable
restrictions under section 162(m) of the Code, the Committee shall determine the
extent to which an Employee shall  participate in a partial  Performance  Period
because of becoming  eligible to be a  Performance  Plan  Participant  after the
beginning  of  such  Performance   Period.  In  the  event  a  Performance  Plan
Participant is involuntarily  terminated without cause or terminates  employment
due to death,  Total Disability or Retirement,  after completing at least 50% of
the Performance  Period for an Award, such Performance Plan Participant shall be
entitled to a pro rata portion of the Award if the Indicators of Performance are
met, payable in accordance with procedures established by the Committee.


                                    Article X

                        Adjustment Upon Changes In Stock
                        --------------------------------

         The  number  of shares of Stock  which may be issued  pursuant  to this
Plan,  the  number of shares  covered  by each  outstanding  Option,  the Option
exercise price per share, the number of shares granted as Restricted  Stock, and
the number of shares  representing a Performance Plan Participant's  Award under
the  Performance  Plan,  shall  be  adjusted  proportionately,   and  any  other
appropriate adjustments shall be made, for any increase or decrease in the total
number of issued and  outstanding  Stock (or change in kind)  resulting from any
change in the Stock or Options through a merger, consolidation,  reorganization,
recapitalization,  subdivision  or  consolidation  of  shares  or other  capital
adjustment or the payment of a Stock  Dividend or other increase or decrease (or
change in kind) in such shares. In the event of any such adjustment,  fractional
shares shall be  eliminated.  Appropriate  adjustment  shall also be made by the
Committee  in the terms of SARs to  reflect  the  foregoing  changes.  Except as
otherwise  determined by the Committee,  no change shall be made to an Incentive
Stock  Option  under  this  Article  X to  the  extent  it  would  constitute  a
"modification" under section 424(h)(3) of the Code.


                                   Article XI

                                Change In Control
                                -----------------

         Notwithstanding anything to the contrary in the Plan, in the event of a
Change in Control:

                  (i) If during a Restriction Period(s) applicable to Restricted
         Stock issued under the Plan, all restrictions imposed hereunder on such
         Restricted  Stock shall lapse effective as of the date of the Change in
         Control;

                  (ii) If during a Performance  Period(s) applicable to an Award
         granted  under  the Plan,  a  Participant  shall  earn no less than the
         number of performance shares or performance units which the participant
         would have earned if the Performance Period(s) had terminated as of the
         date of the Change in Control; or

                  (iii) Any outstanding  Options or SAR that are not exercisable
         shall  become  exercisable  effective  as of the  date of a  Change  in
         Control. If an Optionee's  employment is terminated within 24 months of
         the  effective  date of a Change in  Control,  to the  extent  that any
         Option was  exercisable  at the time of the  Optionee's  termination of
         employment,  such Option may be exercised  within four years  following
         the date of termination of employment.

         For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred if :

         (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  shareholder  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 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.


                                   Article XII

                                  Miscellaneous
                                  -------------

         12.1 Effect on Other  Plans.  Except as  otherwise  required by law, no
action  taken  under the Plan shall be taken into  account  in  determining  any
benefits under any pension, retirement,  thrift, profit sharing, group insurance
or other benefit plan maintained by the Company or any Subsidiaries, unless such
other plan specifically provides for such inclusion.

         12.2 Transfer Restrictions.  Except as provided in Article XII, Section
12.3, no Option or SAR, grant of Restricted Stock or Award under this Plan shall
be transferable other than by will or the laws of descent and distribution.  Any
Option or SAR shall be exercisable (i) during the lifetime of an Optionee,  only
by the  Optionee  or,  to the  extent  permitted  by the Code,  by an  appointed
guardian or legal  representative  of the Optionee,  and (ii) after death of the
Optionee,  only by the  Optionee's  legal  representative  or by the  person who
acquired the right to exercise such Option or SAR by bequest or  inheritance  or
by reason of the death of the Optionee.

         12.3  Transfer  of  Options.  The  Committee  may,  in its  discretion,
authorize  all or a portion of the Options to be granted to an Optionee to be on
terms which permit  transfer by such  Optionee to an immediate  family member of
the Optionee  who  acquires  the options  from the Optionee  through a gift or a
domestic  relations  order.  For  purposes of this Article  XII,  Section  12.3,
"family member" includes any child, stepchild,  grandchild,  parent, stepparent,
grandparent,   spouse,  sibling,   mother-in-law,   father-in-law,   son-in-law,
daughter-in-law,    brother-in-law   or   sister-in-law,    including   adoptive
relationships,  trusts for the exclusive  benefit of these persons and any other
entity owned solely by these persons,  provided that the Stock Option  Agreement
pursuant to which such Options are granted must be approved by the Committee and
must expressly  provide for  transferability  in a manner  consistent  with this
Section and provided  further that subsequent  transfers of transferred  options
shall be prohibited  except those in accordance with Article XII,  Section 12.2.
Following  transfer,  any such options shall  continue to be subject to the same
terms and  conditions  as were  applicable  immediately  prior to transfer.  The
events of  termination  of  employment  of Article VI,  Section 6.4 hereof shall
continue to be applied with respect to the original  Optionee,  following  which
the options shall be exercisable  by the  Transferee  only to the extent and for
the periods specified in Article VI, Section 6.4.

         12.4  Withholding  Taxes.  The Company shall have the right to withhold
from any settlement hereunder any federal, state, or local taxes required by law
to be  withheld,  or  require  payment  in the  amount of such  withholding.  If
settlement  hereunder is in the form of Stock, such withholding may be satisfied
by the withholding of shares of Stock by the Company,  unless the Optionee shall
pay to the Company an amount sufficient to cover the amount of taxes required to
be  withheld,  and such  withholding  of shares does not violate any  applicable
laws, rules or regulations of federal, state or local authorities.

         12.5  Transfer  of  Employment.  Transfer  of  employment  between  the
Company, a Subsidiary or Limited Liability Company, or between Limited Liability
Companies and  Subsidiaries  shall not constitute  termination of employment for
the  purpose  of the  Plan.  Whether  any  leave  of  absence  shall  constitute
termination  of  employment  for the purposes of the Plan shall be determined in
each case by the Committee.

         12.6 Administrative  Expenses.  All administrative  expenses associated
with the administration of the Plan shall be borne by the Company.

         12.7 Titles and  Headings.  The titles and  headings of the articles in
this  Plan  are for  convenience  of  reference  only  and in the  event  of any
conflict,  the text of the Plan,  rather  than such  titles or  headings,  shall
control.

         12.8 No  Guarantee  of  Continued  Employment.  No grant or Award to an
Employee under the Plan or any provisions thereof shall constitute any agreement
for or guarantee of continued employment by the Company and no grant or Award to
a  Non-Employee  Director  shall  constitute  any  agreement for or guarantee of
continuing as a Non-Employee Director.

         12.9 Committee Duties and Powers.  The Committee shall have such duties
and powers as may be  necessary  to discharge  its  responsibilities  under this
Plan,  including,  but not limited to, the ability to construe and interpret the
Plan and resolve any ambiguities with respect to any of the terms and provisions
hereof as written and as applied to the operation of the Plan.

         12.10 Proceeds.  The proceeds  received by the Company from the sale of
Stock  under the Plan shall be added to the  general  funds of the  Company  and
shall be used for corporate purposes as the Board shall direct.

         12.11  Governing  Law.  The Plan shall be  governed  and  construed  in
accordance  with the laws of  Oklahoma,  except to the extent  that  federal law
applies.

         12.12  Deferral of Gain.  Employees who are eligible to  participate in
the Kerr-McGee Corporation Executive Deferred Compensation Plan (the "EDCP") may
elect to defer the gain from the exercise of a Stock Option,  Stock Appreciation
Rights or lapse of Restricted Stock to the EDCP.

                                  Article XIII

                            Amendment And Termination
                            -------------------------

         The Board may at any time  terminate or amend this Plan in such respect
as it shall  deem  advisable,  provided,  the  Board  may not,  without  further
approval  of the  stockholders  of the  Company,  amend  the  Plan  so as to (i)
increase  the  number  of shares  of Stock  which may be issued  under the Plan,
except as provided  for in Article X; (ii) change  Plan  provisions  relating to
establishment  of the exercise  prices under Options  granted;  (iii) extend the
duration  of the Plan  beyond the date  approved  by the  stockholders;  or (iv)
increase  the maximum  dollar  amount of ISOs which an  individual  Optionee may
exercise  during  any  calendar  year  beyond  that  permitted  in the  Code and
applicable  rules and  regulations of the Treasury  Department.  No amendment or
termination  of the Plan  shall,  without  the  consent of the  Optionee or Plan
participant,  alter or impair any of the rights or obligations under any Options
or other rights theretofore granted such person under the Plan.

                                   Article XIV

                              Duration Of The Plan
                              --------------------

         The  effective  date of this Plan shall be May 14, 2002.  If not sooner
terminated by the Board,  this Plan shall terminate on May 13, 2012, but Options
and other  rights  theretofore  granted  and any  Restriction  Period may extend
beyond that date, and the terms of the Plan shall continue to apply.

                                           KERR-McGEE CORPORATION



                                           By:/s/Matthew R. Simmons
                                              ---------------------------------
                                               Matthew R. Simmons
                                               Director and Chair of the
                                               Executive Compensation Committee