AMENDMENT NO. 1 TO THE KERR-McGEE CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 26, 1999

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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 19^th day of October, 2005.

ATTEST:	KERR-McGEE CORPORATION
/s/ John F. Reichenberger	/s/ Frances G. Heartwell
John F. Reichenberger	Frances G. Heartwell
Assistant Secretary	Vice President, Human Resources