EXHIBIT 10.4


              KERR-McGEE CORPORATION 2000 LONG TERM INCENTIVE PLAN




              KERR-McGEE CORPORATION 2000 LONG TERM INCENTIVE PLAN


                                TABLE OF CONTENTS


Article                                                   Page

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

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

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

IV                Eligibility.................................3

V                 Maximum Shares Available....................3

VI                Stock Options...............................4

VII               Stock Appreciation Rights...................6

VIII              Restricted Stock Plan.......................7

IX                Performance Plan............................7

X                 Adjustment Upon Changes in Stock ...........8

XI                Change in Control...........................9

XII               Miscellaneous..............................10

XIII              Amendment and Termination..................11

XIV               Duration of the Plan.......................12





              KERR-McGEE CORPORATION 2000 LONG TERM INCENTIVE PLAN


                                    Article I

                                     Purpose

         The purpose of the 2000 Kerr-McGee Corporation 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" 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.

         (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 employee directors thereof.

         (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 each Performance
Period as described in Article IX, Section (b) of this Plan.

         (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  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 as defined in a policy approved
by the Company.

         (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.

         (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, the Committee shall make such
determination.

                                   Article III

                                 Administration

         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.

         Each  determination,  interpretation,  or  other  action  made or taken
pursuant to the Plan by the Committee  and/or the Board shall be final and shall
be binding and conclusive for all purposes and upon all persons.

                                   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,  SAR's,  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
unissued shares or issued shares of the Company,  but grants of Restricted Stock
shall be made in  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 Long Term  Performance  Plan  shall not
exceed, in the aggregate,  two million five hundred thousand  (2,500,000) shares
of which no more may be granted, as follows:

         (a)      Restricted Stock for Performance Awards     450,000 shares
                  to Employees

         (b)      Stock Options and Restricted Stock to       300,000 shares
                  Non-Employee Directors, but no more
                  than 75,000 shares to Restricted Stock

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

         (a)      Grant of Options.

                  (i) The Committee may, at any time and from time to time prior
         to  December  31,  2009,  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.

                  (ii)  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.

         (b)      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.

         (c) 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.

         (d)  Termination  of Employment.  An Option shall  terminate and may no
longer be exercised three months after the Optionee ceases to be an Employee for
any reason other than Total  Disability,  death or Retirement.  If an Optionee's
employment is terminated by reason of Total Disability or Retirement the vesting
provision will lapse and such Option may be exercised within the period,  not to
exceed four years following such termination,  specified by the Committee in the
instrument  evidencing  the Option.  If the Optionee 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 one year  after the  Optionee's  death or the term of the
option, 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.  In no event may an Option be exercised to any
extent by anyone after the expiration or termination of the Option.

         (e)      Payment for Shares.

                  (i) 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  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, (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.

                  (ii)  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.

         (f) Annual Maximum Performance. Options granted to any one Optionee may
not exceed one hundred  fifty  thousand  (150,000)  shares of stock per calendar
year.

         (g)  Deferral of Gain.  Optionees  may elect to defer the gain from the
exercise of a Stock  Option  under the terms and  conditions  of the  Kerr-McGee
Corporation Executive Deferred Compensation Plan.

                                   Article VII

                            Stock Appreciation Rights

         (a) 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.

         (b)      Exercise.

                  (i) 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.

                  (ii) 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.

                  (iii) 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.

         (c)      Expiration or Termination.

                  (i)  Subject  to   (c)(ii),   each  SAR  and  all  rights  and
         obligations  thereunder  shall expire on a date to be determined by the
         Committee.

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



                                  Article VIII

                              Restricted Stock Plan

         (a) 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.

         (b)  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  (e),  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.

                  (i)  Termination  of  Employment.  The Committee may establish
         such rules  concerning the  termination of employment of a recipient of
         Restricted Stock prior to the expiration of the applicable  Restriction
         Period as it may deem appropriate from time to time.

                  (ii) 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.

         (c)      The Committee  shall not grant  Restricted  Stock in excess of
six  hundred  fifty  thousand (650,000)  shares  of Stockduring the term of this
Agreement.

                                   Article IX

                                Performance Plan

         (a) 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.

         (b) 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.  Indicators of Performance  may include,  but shall not be
limited to, various  financial and operating  measures,  and may be based on the
Company's performance compared to one or more selected companies during the same
Performance Period or may be related solely to the Company's  performance during
the Performance  Period, or a combination of such indicators.  The Committee may
take into consideration,  and make appropriate adjustments for, events occurring
during the  Performance  Period which the Committee  concludes have affected the
performance  of the Company or any  selected  company with respect to any of the
Indicators of Performance.

         (c) Award  Adjustment.  Subject to the terms of the Plan, the Committee
may make adjustments in Awards to Performance Plan Participants.

         (d)  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 combination  thereof.  Recipients of Awards
are not required to provide consideration other than the rendering of service.

         (e) Partial  Performance  Period  Participation.  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.

                                    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.


                                   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  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

         (a) 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.

         (b) Except as provided in Section (c) of this Article XII, 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.

         (c) 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 Section (c),  "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 Section (b) of this Article XII. 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
Section (d) of Article VI 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 Section (d) of
Article VI.

         (d) 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.

         (e) 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.

         (f) All administrative  expenses  associated with the administration of
the Plan shall be borne by the Company.

         (g) 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.

         (h) 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.

         (i) 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.

                                  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, or change  Plan  provisions  relating  to
establishment  of the exercise  prices under  Options  granted,  (ii) extend the
duration  of the Plan  beyond the date  approved  by the  stockholders  or (iii)
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 1,  2000.  If not sooner
terminated  by the  Board,  this Plan shall  terminate  on April 30,  2010,  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:
                                     William E. Bradford
                                     Director and Chair of the
                                     Executive Compensation Committee