Second Supplement to Kerr-McGee Corporation Supplemental Executive Retirement Plan for Former Oryx Energy Participants

Summary

This agreement supplements the Kerr-McGee Corporation Supplemental Executive Retirement Plan, specifically for former participants of the Oryx Energy Company Executive Retirement Plan as of December 31, 1999. It details the merger of the Oryx plan into the Kerr-McGee plan, ensuring that affected individuals, including David A. Hager and Patricia L. Horsfall, receive retirement benefits based on the more favorable terms of either plan. The agreement also outlines benefit calculation methods, vesting, and the company's right to amend or terminate the supplement.

EX-10.8 2 exhibit108.htm SECOND SUPPLEMENT TO SERP Second Supplement to SERP

EXHIBIT 10.8

AMENDED AND RESTATED

SECOND SUPPLEMENT TO THE

KERR-McGEE CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 26, 1999

(As it applies to Participants who were Participants in the

Oryx Energy Company Executive Retirement Plan

As of December 31, 1999)

(Adopted March 8, 2005)

(A) Applicability of Second Supplement

(1)

This Second Supplement to the Kerr-McGee Corporation Supplemental Executive Retirement Plan (the “Second Supplement”) forms a part of the Kerr-McGee Corporation Supplemental Executive Retirement Plan as in effect on and after February 26, 1999 (“Plan”). The provisions of this Second Supplement shall apply only to those Participants who were Participants in the Oryx Energy Company Executive Retirement Plan ("Oryx Plan") as of December 31, 1999 ("Former Oryx Participants") who became Participants in the Plan effective January 1, 2000 (hereinafter referred to as "Second Supplement Participants”).

(2)

There shall be no duplication of benefits provided under the Plan and this Second Supplement, and the actuarially equivalent benefits payable under one shall be inclusive of the actuarially equivalent benefits payable under the other unless specifically provided otherwise in the provisions of the Plan or this Second Supplement.

(3)

All terms used in this Second Supplement shall have the meanings assigned to them in the provisions of the Plan, unless a different meaning is plainly required by the context.

(B) Merger of Oryx Plan into the Plan Effective January 1, 2000

(1)

The Oryx Plan had previously been sponsored by Oryx Energy Company (“Oryx”). Oryx was merged with the Company effective February 26, 1999 (the “Merger”). Due to the Merger, the Company assumed the Oryx Plan and obligations thereunder including those to the Former Oryx Participants.

(2)

The Company believes that it would be in the best interest of the Oryx Plan, the Plan and the Participants therein that the Oryx Plan be merged and continued in the Plan effective January 1, 2000.

(3)

The effective date of the merger of the Oryx Plan into the Plan shall be January 1, 2000.

(4)

The following and only the following are Former Oryx Participants who became Participants in the Plan as Second Supplement Participants effective January 1, 2000:

David A. Hager

Patricia L. Horsfall

(5)

Upon merger of the Oryx Plan into the Plan effective January 1, 2000, there shall be no further benefit accruals pursuant to the terms of the Oryx Plan, and benefits for all Second Supplement Participants shall accrue thereafter in accordance with the terms of the Plan. Following the merger, all benefits earned under the Oryx Plan prior to January 1, 2000, and benefits earned pursuant to the Plan from and after such date will be paid in accordance with the terms of the Plan and this Second Supplement.

(C) Benefits Applicable to Second Supplement Participants

(1)

A Second Supplement Participant will be entitled to receive the benefits and only such benefits as would be payable under the terms of the Oryx Plan if such plan as in effect on December 31, 1999, including amendments through Amendment Seven, had continued without change on and after January 1, 2000. Second Supplement Participants became fully vested under the Oryx Plan effective February 26, 1999, in accordance with Section 6.04 of the Oryx Plan as a result of a Change of Control as defined in the Oryx Plan.

(2)

The benefit under the Plan applicable to a Second Supplement Participant shall be paid in the form of a lump sum as soon as practicable, as determined by the Committee, following the occurrence of the event which makes the benefit payable and shall be determined in accordance with Section 3.06 of the Oryx Plan using the interest and mortality assumptions that would apply to such Participant at such time for such purpose under the Kerr-McGee Corporation Retirement Plan. The provisions of Section 5.1 of the Plan are not applicable to the benefits of a Second Supplement Participant determined under this Plan.

(D) Benefits for David A. Hager

Notwithstanding subsection (C) above, effective March 8, 2005, David A. Hager's benefits under the Plan at any time will be based on the greater of:

(1)

the benefit determined for Hager in accordance with (C) above, or

(2)

the benefit determined for Hager under the terms of the Plan proper (Articles I through IX). For purposes of determining this benefit, all of Hager's service with and compensation from Oryx shall be considered service with and compensation from the Company.

(E) Right to Amend or Terminate Second Supplement.

The provisions of Section 9.1 of the Plan with respect to amendment and termination thereof shall apply with equal force to this Second Supplement.

IN WITNESS WHEREOF, KERR-MCGEE CORPORATION has, on its behalf and on behalf of its participating affiliates, caused this amendment to be executed on this 8^th day of March, 2005.

ATTEST:	KERR-McGEE CORPORATION

/s/ John F. Reichenberger John F. Reichenberger Assistant Secretary	/s/ William E. Bradford William E. Bradford Lead Director