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AMENDMENT
NO. 1 TO THE
KERR-McGEE
CORPORATION
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
AMENDED
AND RESTATED EFFECTIVE AS OF FEBRUARY 26, 1999
WHEREAS,
the Kerr-McGee Corporation Supplemental Executive Retirement Plan (the "Plan")
was amended and restated in its entirety as of February 26, 1999;
WHEREAS,
by the terms of Section 9.1 of the Plan, the Company is authorized to amend
the
Plan; and
WHEREAS,
the Company desires to amend the Plan to revise the treatment of bonus payments
in the benefit formula under the Plan;
NOW,
THEREFORE,
the Plan is amended as follows, effective September 13, 2005:
1. The
final sentence of Section 2.14 is hereby revised to read as
follows:
"The
foregoing notwithstanding, (1) Final Average Monthly Pay shall exclude all
compensation received or deferred after a Participant's Normal Retirement Date,
and (2) if an individual becomes a Participant in the Plan after September
13,
2005, and receives more than three bonuses during the 36-month period used
to
calculate Final Average Monthly Pay, only the three largest bonuses shall be
used in such calculation."
IN
WITNESS WHEREOF, KERR-MCGEE CORPORATION
has, on its behalf and on behalf of its participating affiliates, caused this
amendment to be executed by its duly authorized officers this 19th
day of October, 2005.
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ATTEST:
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KERR-McGEE
CORPORATION
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/s/
John F. Reichenberger
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/s/
Frances G. Heartwell
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John
F. Reichenberger
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Frances
G. Heartwell
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Assistant
Secretary
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Vice
President, Human Resources
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H:\014390\00007\SERP-AMD
1 (FAP)-3.DOC