KERR-McGEE CORPORATION 1998 LONG TERM INCENTIVE PLAN



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                     KERR-McGEE CORPORATION 1998 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.........................................     8

X            Adjustment Upon Changes In Stock.........................     8

XI           Change In Control........................................     9

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

XIII         Amendment And Termination................................    12

XIV          Duration Of The Plan.....................................    12






                     KERR-McGEE CORPORATION 1998 LONG TERM INCENTIVE PLAN


                                    Article I

                                     Purpose


        The purpose of the 1998 Kerr-McGee  Corporation Long Term Incentive Plan
(the "Plan") is to provide  incentive  opportunities  for 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 X, 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) "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.

        (l)  "Optionee"  shall mean an Employee  who has received a Stock Option
granted under the Plan.

        (m)  "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.

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

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

        (p) "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.

        (q) "Retirement"  shall mean retirement as defined  in a policy approved
by the Company.

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

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

        (t) "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.

        (u) "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 Stock Appreciation Rights 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,  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 three hundred thousand (2,300,000) shares
of which no more than 650,000 shares may be granted as 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, 2007,  grant Options under the Plan to eligible  Employees,
        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 to the
extent that the Option was exercisable at the time of the Optionee's  Retirement
or Total  Disability,  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, to the extent that the Option was exercisable at the time of
the Optionee's  death,  such Option may, within the lesser of one year after the
Optionee's  death or the term of the option,  be  exercised  by the  executor or
administrator 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,  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  Stock  during  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  that are not  exercisable  shall
        become exercisable effective as of the date of a Change in Control.

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

        (a) Any  "Person",  as such term is used in Sections  13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than
the Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company,  or any corporation owned,  directly or indirectly,
by the  stockholders  of the Company in  substantially  the same  proportions as
their ownership of stock of the Company),  is or becomes the "Beneficial  Owner"
(as defined in Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of
securities of the Company  representing 25% or more of the combined voting power
of the Company's then outstanding securities;

        (b) During any period of 24 months (not  including  any period  prior to
the  execution  of this  Agreement),  individuals  who at the  beginning of such
period  constitute  the Board,  and any new director  (other than (1) a director
designated  by a person who has entered  into an  agreement  with the Company to
effect a transaction  described in clause (a), (c) or (d) of this Article, (2) a
director designated by any Person (including the Company) who publicly announces
an intention to take or to consider taking actions  (including,  but not limited
to, an actual or threatened proxy contest) which if consummated would constitute
a Change in  Control  or (3) a  director  designated  by any  Person  who is the
Beneficial  Owner,  directly  or  indirectly,   of  securities  of  the  Company
representing  10% or  more  of  the  combined  voting  power  of  the  Company's
securities  whose  election  by the  Board or  nomination  for  election  by the
Company's  stockholders  was approved by a vote of at least  two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose  election or  nomination  for  election  was  previously  so
approved cease for any reason to constitute at least a majority thereof;

        (c) The stockholders of the Company approve a merger or consolidation of
the Company with any other  corporation other than (1) a merger or consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than 50% of the combined  voting power of the voting  securities of
the Company or such surviving entity  outstanding  immediately after such merger
or consolidation and (2) after which no Person holds 25% or more of the combined
voting power of the then outstanding securities of the Company or such surviving
entity; or

        (d)  The  stockholders  of  the  Company  approve  a  plan  of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all of the Company's assets.

                                   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 Corporation
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.

        (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 XI, 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

        This Plan became effective  January 1, 1998. If not sooner terminated by
the Board, this Plan shall terminate on December 31, 2007, 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:_____________________________
                                          John J. Murphy
                                          Director and Chair of the
                                          Executive Compensation Committee