KERR MCGEE CORP, 8-K, 2000-02-04

KERR MCGEE CORP
8-K, 2000-02-04
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

-----------------

Date of Report (date of earliest event reported): February 4, 2000

KERR-MCGEE CORPORATION
(Exact name of registrant as specified in its charter)

-----------------

<TABLE>
<CAPTION>
Delaware 1-3939 73-0311467
------------------------------- ------------------------ ------------------------
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employee
Incorporation) Identification Number)
</TABLE>

Kerr-McGee Center, Oklahoma City, Oklahoma 73125
(Address of Principal Executive Offices, Zip Code)

(405) 270-1313
----------------------------------------------------
(Registrant's telephone number, including area code)

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Item 5.

On January 21, 2000, Kerr-McGee Corporation (the "Company") announced
the offering of approximately 9 million shares of common stock and $300 million
of 10-year convertible subordinated debentures. In addition, a 15%
over-allotment will be exercisable by the underwriters in both offerings.

Lehman Brothers Inc. and Goldman, Sachs & Co. are the underwriters for
the debenture offering and Lehman Brothers Inc., Goldman, Sachs & Co., ABN AMRO
Incorporated, Credit Suisse First Boston Corporation, Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Salomon
Smith Barney Inc. are the underwriters for the common stock offering.

Item 7.

Exhibits

The following exhibits are filed as part of this report.

1.1* Form of Common Stock Underwriting Agreement, among the Company, Lehman
Brothers Inc. and Goldman, Sachs & Co., as representatives for the
underwriters.

1.2* Form of Convertible Subordinated Debenture Underwriting Agreement among
the Company and Lehman Brothers Inc. and Goldman, Sachs & Co.

4.1* Fifth Supplemental Indenture, between the Company and Citibank, N.A.

4.2* Form of Convertible Subordinated Debenture due 2010 (incorporated
herein by reference from Exhibit 4.1).

25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Citibank, N.A.

- ------------
* Filed herewith.

<PAGE> 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

By: /s/ DEBORAH A. KITCHENS
-------------------------------------
Name: Deborah A. Kitchens
Title: Vice President, Controller and Chief
Accounting Officer

Dated: February 4, 2000

<PAGE> 4

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1.1* Form of Common Stock Underwriting Agreement, among the Company, Lehman
Brothers Inc. and Goldman, Sachs & Co., as representatives for the
underwriters.

1.2* Form of Convertible Subordinated Debenture Underwriting Agreement among
the Company and Lehman Brothers Inc. and Goldman, Sachs & Co.

4.1* Fifth Supplemental Indenture, between the Company and Citibank, N.A.

4.2* Form of Convertible Subordinated Debenture due 2010 (incorporated
herein by reference from Exhibit 4.1).

25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Citibank, N.A.
</TABLE>

- ------------
* Filed herewith.

<PAGE> 1

EXHIBIT 1.1

KERR-MCGEE CORPORATION

COMMON STOCK

-----------------

UNDERWRITING AGREEMENT

February ___, 2000

Lehman Brothers Inc.
Goldman, Sachs & Co.
As Representatives of the several
Underwriters named in Schedule I
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285

Ladies and Gentlemen:

Kerr-McGee Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
shares of the Company's common stock (the "Firm Shares") and, at the
election of the Underwriters, up to additional shares of the Company's
common stock (the "Optional Shares") (the Firm Shares and the Optional Shares
which the Underwriters elect to purchase pursuant to Section 2 hereof are herein
collectively referred to as the "Shares").

1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

(a) Two registration statements on Form S-3 (File Nos. 333-76951 and
333-94091) in respect of various debt and equity securities of the Company,
including the Shares, have been filed with the Securities and Exchange
Commission (the "Commission"), pursuant to Rule 415 under the Securities
Act of 1933, as amended (the "Act"); such registration statements and any
post-effective amendment thereto, each in the form heretofore delivered to
the Representatives, and, excluding exhibits thereto, but including all
documents incorporated by reference in the base prospectus included in the
later such registration statement, have been declared effective by the
Commission in such form; no other document with respect to such
registration statements or document incorporated by reference therein has
heretofore been filed with the Commission; and no stop order suspending the
effectiveness of such registration statements or any post-effective
amendment thereto has been issued and no proceeding for that purpose has
been

<PAGE> 2

initiated or, to the knowledge of the Company, threatened by the Commission
(the base prospectus included in the later such registration statement or
filed with the Commission pursuant to Rule 424(b) under the Act, as
supplemented to reflect the preliminary terms of the offering of the
Shares, is hereinafter called a "Preliminary Prospectus"; the various parts
of each such registration statement, including all exhibits thereto and (i)
the information contained in the form of base prospectus included in the
later such registration statement, as supplemented to reflect the final
terms of the offering of the Shares, filed with the Commission pursuant to
Rule 424(b) under the Act in accordance with Section 5(a) hereof and (ii)
the documents incorporated by reference in such base prospectus at the time
such part of the later such registration statement became effective, each
as amended at the time such part of the later such registration statement
became effective, are hereinafter collectively called the "Registration
Statement"; such base prospectus, as supplemented to reflect the final
terms of the offering of the Shares, in the form first filed pursuant to
Rule 424(b) under the Act, is hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Act, as of the date of
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any documents filed
after the date of such Preliminary Prospectus or Prospectus, as the case
may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; and any reference to any
amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement);

(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act, and the rules and regulations of
the Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
the Representatives expressly for use therein;

(c) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any

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<PAGE> 3

further documents so filed and incorporated by reference in the Prospectus
or any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
the Representatives expressly for use therein;

(d) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
by an Underwriter through the Representatives expressly for use therein;

(e) The Company and its subsidiaries taken as a whole have not sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock (except for
capital stock issued upon exercise of stock options or pursuant to employee
benefit plans) or a material increase in the consolidated long-term debt of
the Company or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Prospectus;

(f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
full corporate power and authority to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, or
is subject to no material liability or disability by reason of the failure
to be so qualified in

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<PAGE> 4

any such jurisdiction; and each significant subsidiary (as such term is
defined in Rule 405 under the Act), each such significant subsidiary being
identified on Annex A hereto and being called herein a "Significant
Subsidiary," has been duly incorporated or organized, as the case may be,
and is validly existing in good standing under the laws of its jurisdiction
of organization;

(g) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable; the Shares have been duly and validly authorized and upon
payment and delivery in accordance with the provisions of this Agreement,
will be duly and validly issued, fully paid and non-assessable and will
conform in all material respects to the description of the Shares contained
in the Prospectus; and all of the issued shares of capital stock,
membership interests or partnership interests, as the case may be, of each
Significant Subsidiary have been duly and validly authorized and issued,
are fully paid and non-assessable and (except for directors' qualifying
shares and except as otherwise set forth in the Prospectus) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;

(h) The issue and sale of the Shares and the compliance by the Company
with all of the provisions of this Agreement and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company
or any of its Significant Subsidiaries is a party or by which the Company
or any of its Significant Subsidiaries is bound or to which any of the
property or assets of the Company or any of its Significant Subsidiaries is
subject, nor will such action result in any violation of the provisions of
the Certificate of Incorporation or By-laws of the Company or any statute
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its Significant
Subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of
the Shares or the consummation by the Company of the transactions
contemplated by this Agreement, except the registration under the Act of
the Shares and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws
in connection with the purchase and distribution of the Shares by the
Underwriters;

(i) Neither the Company nor any of its Significant Subsidiaries is in
violation of its Certificate of Incorporation or By-laws (or similar
constituent document) or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound, except if such default could not reasonably be
expected to have a material

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<PAGE> 5

adverse effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole;

(j) The statements set forth in the Prospectus under the caption
"Description of Common Stock," insofar as they purport to constitute a
summary of the terms of the Shares, and under the caption "Certain United
States Federal Income Tax Considerations," insofar as they purport to
describe the provisions of the laws and documents referred to therein, are
accurate, complete and fair;

(k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject, which could reasonably be expected, either
individually or in the aggregate, to have a material adverse effect on the
general affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as a
whole; and, to the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others;

(l) The Company is not and, after giving effect to the offering and sale
of the Shares, will not be an "investment company," as such term is defined
in the Investment Company Act of 1940, as amended (the "Investment Company
Act");

(m) Arthur Andersen LLP, who has certified certain financial statements
of the Company and its subsidiaries, and PricewaterhouseCoopers LLP, who
has certified certain financial statements of Oryx Energy Company, are each
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;

(n) This Agreement has been duly authorized, executed and delivered by
the Company;

(o) Neither the Company nor any subsidiary is a "holding company" or a
"public utility," as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act");

(p) The Company and its subsidiaries possess all material licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole,
whether or not arising from transactions in the ordinary course of

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<PAGE> 6

business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto);

(q) The Company and its subsidiaries (i) are in compliance with any and
all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received and are in compliance with all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) have
not received notice of any actual or potential liability for the
investigation or remediation of any disposal or release of hazardous or
toxic substances or wastes, pollutants or contaminants, except where such
non-compliance with Environmental Laws, failure to receive required
permits, licenses or other approvals, or liability would not, individually
or in the aggregate, have a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole,
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto);

(r) Except as set forth in the Prospectus and except as set forth in
Annex B attached hereto, neither the Company nor any of its subsidiaries
has been named as a "potentially responsible party" under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as
amended;

(s) In the ordinary course of its business, the Company periodically
reviews the effect of Environmental Laws on the business, operations and
properties of the Company and its subsidiaries, in the course of which it
identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for
clean-up, closure of properties or compliance with Environmental Laws, or
any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties), and on the
basis of such review, the Company has reasonably concluded that such
associated costs and liabilities would not, singly or in the aggregate,
have a material adverse effect on the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as a whole, whether or not arising
from transactions in the ordinary course of business, except as set forth
in or contemplated in the Prospectus (exclusive of any supplement thereto);
and

(t) The subsidiaries listed on Annex A attached hereto are the only
significant subsidiaries of the Company as defined by Rule 405 under the
Act.

2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $_________, the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto, and (b) in

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the event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares as provided below, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the same purchase price set forth
in clause (a) of this Section 2, that portion of the Optional Shares as to which
such election shall have been exercised (to be adjusted by the Representatives
so as to eliminate fractional shares) determined by multiplying the total amount
of Optional Shares with respect to which such election shall have been exercised
by a fraction, the numerator of which is the maximum number of Optional Shares
which such Underwriter is entitled to purchase as set forth opposite the name of
such Underwriter in Schedule I hereto and the denominator of which is the
maximum number of Optional Shares which all of the Underwriters are entitled to
purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at
their election up to Optional Shares, at the same purchase price set
forth in clause (a) of the first paragraph of this Section 2, for the sole
purpose of covering sales of Shares in excess of the number of Firm Shares. Any
such election to purchase Optional Shares may be exercised by written notice
from the Representatives to the Company, given within a period of 30 calendar
days after the date of this Agreement, setting forth the number of Optional
Shares to be purchased and the date on which such Optional Shares are to be
delivered, as determined by the Representatives but in no event earlier than the
First Time of Delivery or, unless the Representatives and the Company otherwise
agree in writing, earlier than two or later than ten business days after the
date of such notice.

3. Upon the authorization by the Representatives of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus.

4. (a) Certificates in definitive form for the Shares to be purchased by
each Underwriter hereunder, in such authorized denominations and registered in
such names as the Representatives may request upon at least forty-eight hours'
prior notice to the Company, shall be delivered by or on behalf of the Company
to the Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by wire
transfer of federal (same-day) funds to the account specified by the Company to
the Representatives at least forty-eight hours in advance. The time and date of
such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
New York City time, on _________, 2000, or at such other time and date as you
and the Company may agree upon in writing, and, with respect to the Optional
Shares, 9:30 a.m., New York City time, on the date specified by the
Representatives in the written notice given by them of the Underwriters'
election to purchase the Optional Shares, or at such other time and date as the
Representatives and the Company may agree upon in writing. Such time and date
for delivery of the Firm Shares is herein called the "First Time of Delivery,"
such time and date for delivery of the Optional Shares, if not the First Time of
Delivery, is herein called the "Second Time of Delivery," and each such time and
date for delivery is herein called a "Time of Delivery".

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(b) The Shares and the documents to be delivered at each Time of Delivery
by or on behalf of the parties hereto pursuant to Section 7 hereof, including
the cross-receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(l) hereof, will be delivered at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York
10017-3954 (the "Closing Location"). A meeting will be held at the Closing
Location at 3:00 p.m., New York City time, on the New York Business Day next
preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4(b), "New
York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by the Representatives and
to file such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus prior to
the last Time of Delivery which reasonably shall be disapproved of by the
Representatives promptly after reasonable notice thereof; to advise the
Representatives, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed with
the Commission and to furnish the Representatives with copies thereof; to file
promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for
so long as the delivery of a prospectus is required in connection with the
offering or sale of the Shares; to advise the Representatives, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any Preliminary Prospectus or
prospectus or suspending any such qualification, promptly to use its best
efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as the Representatives may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Shares, provided that in connection therewith the Company
shall

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<PAGE> 9

not be required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to furnish the
Representatives with copies of the Prospectus as amended and supplemented in New
York City in such quantities as the Representatives may reasonably request, and,
if the delivery of a prospectus is required at any time prior to the expiration
of nine months after the time of issue of the Prospectus in connection with the
offering or sale of the Shares and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to comply with
the Act or the Exchange Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance; and in case any Underwriter is required
to deliver a prospectus in connection with sales of Shares at any time nine
months or more after the time of issue of the Prospectus, upon the request of
the Representatives but at the expense of such Underwriter, to prepare and
deliver to such Underwriter as many copies as it may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

(e) During the period beginning from the date hereof and continuing to and
including the date 90 days after the date of this Agreement, not to offer, sell,
or otherwise dispose of any shares of the Company's common stock or any
securities that are convertible into or exchangeable or exercisable for any such
shares of common stock or enter into any derivative transaction with similar
effect as a sale of such common stock (other than (i) the issuance of shares of
common stock by the Company under employee incentive plans or upon exercise of
options issued under employee incentive plans, (ii) the sale to the Underwriters
of the convertible subordinated debentures of the Company pursuant to the
contemporaneous offering described in the Prospectus or (iii) the issuance of
common stock upon conversion of such convertible subordinated debentures),
without the prior written consent of the Designated Underwriter. The Designated
Underwriter shall be either Lehman Brothers Inc. or Goldman, Sachs & Co., the
identity of such firm to be determined by the Representatives promptly upon such
consent being sought by the Company;

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<PAGE> 10

(f) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement in the manner specified in the Prospectus under the
caption "Use of Proceeds"; and

(g) To use its best efforts to list, subject to notice of issuance, the
Shares on The New York Stock Exchange.

6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the Blue Sky survey, closing documents (including
any compilations thereof) and any other documents in connection with the
offering, purchase, sale and delivery of the Shares; (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey; (iv) the cost of
preparing the certificates representing the Shares; and (v) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Shares by them, and any
advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
no stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the reasonable satisfaction of the Representatives;

(b) Vinson & Elkins L.L.P., counsel for the Underwriters, shall have
furnished to the Representatives such written opinion, dated such Time of
Delivery, with respect to the incorporation of the Company, the validity of the
Shares, the Registration Statement, the Prospectus and other related matters as
the Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
render such opinion;

-10-

<PAGE> 11

(c) Simpson Thacher & Bartlett, counsel for the Company, shall have
furnished to the Representatives their written opinion, dated such Time of
Delivery, in form and substance satisfactory to the Representatives, to the
effect that:

(i) The Company and Kerr-McGee Oil & Gas Corporation have each been
duly incorporated and are each validly existing and in good standing as
corporations under the laws of the State of Delaware and have full
corporate power and authority to conduct their respective business as
described in the Prospectus as amended or supplemented;

(ii) This Agreement has been duly authorized, executed and delivered by
the Company;

(iii) The Shares being issued at such Time of Delivery have been duly
and validly authorized and, upon payment and delivery in accordance with
this Agreement, will be validly issued, fully paid and non-assessable;

(iv) The statements made in the Prospectus under the caption
"Description of Common Stock," insofar as they purport to constitute
summaries of certain terms of the documents referred to therein, constitute
accurate summaries of the terms of such documents in all material respects;

(v) The statements made in the Prospectus under the caption "Certain
United States Federal Income Tax Considerations," insofar as they purport
to constitute summaries of matters of United States federal tax law and
regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects; and

(vi) The Company is not an "investment company," or a company
"controlled" by an "investment company" within the meaning of and subject
to regulation under the Investment Company Act.

In addition, such counsel shall state that they have not independently
verified the accuracy, completeness or fairness of the statements made or
included in the Registration Statement, the Prospectus or the Exchange Act
documents incorporated therein and that they take no responsibility therefor,
except as and to the extent set forth in paragraphs (iv) and (v) above. In the
course of the preparation by the Company of the Registration Statement and the
Prospectus (excluding the Exchange Act documents incorporated therein), such
counsel shall state that they participated in conferences with certain officers
and employees of the Company, with representatives of Arthur Andersen LLP and
with counsel to the Company. Such counsel may state that they did not
participate in the preparation of the Exchange Act documents incorporated
therein or review such documents prior to their filing with the Commission.
Based upon such counsel's examination of the Registration Statement, Prospectus
and Exchange Act documents incorporated therein and such counsel's
investigations made in connection with the preparation of the Registration
Statement, and the Prospectus (excluding the Exchange Act documents incorporated
therein) and such counsel's participation in the conferences referred to

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<PAGE> 12

above, (i) such counsel shall state that they are of the opinion that the
Registration Statement as of its effective date, and the Prospectus, as of its
date, complied as to form in all material respects with the requirements of the
Act and the applicable rules and regulations of the Commission thereunder and
that the Exchange Act documents incorporated therein complied as to form when
filed in all material respects with the requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case such counsel need express no opinion with respect to the financial
statements or other financial data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act documents
incorporated therein and (ii) such counsel had no reason to believe that the
Registration Statement, as of its effective date (including the Exchange Act
documents incorporated therein on file with the Commission on such effective
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus (including the Exchange
Act documents incorporated therein) as of its date contained, or, as of such
Time of Delivery, contains, any untrue statement of a material fact or omitted
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that in each case such counsel need express no belief with
respect to the financial statements or other financial data contained or
incorporated by reference in the Registration Statement, the Prospectus or the
Exchange Act documents incorporated therein.

In rendering the foregoing opinion, Simpson Thacher & Bartlett may state
that such opinion is limited to the federal laws of the United States, the laws
of the State of New York and the General Corporation Law of the State of
Delaware, and that they are expressing no opinion as to the effect of the laws
of any other jurisdiction. In addition, such counsel may state that they have
relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by them to be responsible;

(d) Gregory F. Pilcher, Vice President, General Counsel and Secretary of
the Company, shall have furnished to the Representatives his written opinion,
dated such Time of Delivery, in form and substance satisfactory to the
Representatives, to the effect that:

(i) The Company has an authorized capitalization as set forth in the
Prospectus as amended or supplemented, and all of the issued shares of
capital stock of the Company (including the Shares being issued at such
Time of Delivery) have been duly and validly authorized and issued and are
fully paid and non-assessable;

(ii) The Company has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification or is subject to no material
liability or disability by reason of the failure to be so qualified in any
such jurisdiction;

(iii) Each Significant Subsidiary of the Company (other than Kerr-McGee
Oil & Gas Corporation) has been duly incorporated or organized, as the case
may be, and is

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<PAGE> 13

validly existing in good standing under the laws of its jurisdiction of
organization; and all of the issued shares of capital stock, membership
interests or partnership interests, as the case may be, of each Significant
Subsidiary have been duly and validly authorized and issued, are fully paid
and non-assessable, and (except for directors' qualifying shares and except
as otherwise set forth in the Prospectus) are owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities or
claims;

(iv) To such counsel's knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which could
reasonably be expected, either individually or in the aggregate, to have a
material adverse effect on the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, considered as a whole; and, to such counsel's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;

(v) The issue and sale of the Shares being issued and delivered at such
Time of Delivery and the compliance by the Company with all of the
provisions of this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any material indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such counsel to which
the Company or any of its Significant Subsidiaries is a party or by which
the Company or any of its Significant Subsidiaries is bound or to which any
of the property or assets of the Company or any of its Significant
Subsidiaries is subject, nor will such actions result in any violation of
the provisions of the Certificate of Incorporation or By-laws of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of
its Significant Subsidiaries or any of their properties; and

(vi) No consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Shares being issued and delivered at
such Time of Delivery or the consummation by the Company of the
transactions contemplated by this Agreement, except such as have been
obtained under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and distribution of the
Shares by the Underwriters.

(e) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at such Time of Delivery, Arthur Andersen LLP
and PricewaterhouseCoopers LLP shall have furnished to the Representatives
letters, dated the respective dates of delivery thereof, in form and substance

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<PAGE> 14

satisfactory to the Representatives, to the effect set forth in Annex C and
Annex D hereto, respectively;

(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in the
Prospectus there shall not have been any change in the capital stock or
long-term debt of the Company and its subsidiaries considered as a whole, or any
change, or any development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Prospectus, the effect of
which, in any such case described in clause (i) or (ii), is in the judgment of
the Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares on
the terms and in the manner contemplated in the Prospectus;

(g) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;

(h) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in this clause (iv) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares on the terms and in the manner contemplated in the Prospectus;

(i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;

(j) The Shares shall be duly listed, subject to notice of issuance, on The
New York Stock Exchange;

(k) The directors and executive officers of the Company listed in Schedule
II shall have entered into a written agreement in the form of Annex E hereto
(each such agreement, a "Lock-up Agreement"), and executed originals of each
Lock-up Agreement shall have been delivered to the Representatives; and

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<PAGE> 15

(l) The Company shall have furnished or caused to be furnished to the
Representatives at such Time of Delivery certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company herein at and as of such Time of Delivery, as to
the performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth in
subsections (a) and (f) of this Section and as to such other matters as the
Representatives may reasonably request.

8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any other
prospectus relating to the Shares or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, any such amendment or
supplement, or any other prospectus relating to the Shares in reliance upon and
in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, any
amendment or supplement thereto, or any other prospectus relating to the Shares,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, the Registration
Statement, the Prospectus, any such amendment or supplement, or any other
prospectus relating to the Shares in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect

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<PAGE> 16

thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.

(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discount received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent

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<PAGE> 17

such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company (including any
person who, with his or her consent, is named in the Registration Statement as
about to become a director of the Company) and to each person, if any, who
controls the Company within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Shares on the terms contained herein at such
Time of Delivery. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to the
Representatives to purchase such Shares on such terms. In the event that, within
the respective prescribed periods, the Representatives notify the Company that
they have so arranged for the purchase of such Shares, or the Company notifies
the Representatives that it has so arranged for the purchase of such Shares, the
Representatives or the Company shall have the right to postpone such Time of
Delivery for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the Company agrees to
file promptly any amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this

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<PAGE> 18

Section with like effect as if such person had originally been a party to this
Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by the Representatives and
the Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the aggregate
number of all the Shares, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery) of the Shares of such defaulting Underwriter or Underwriters for which
such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by the Representatives and
the Company as provided in subsection (a) above, the aggregate amount of Shares
which remains unpurchased exceeds one-eleventh of the aggregate amount of all
the Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligation of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares
are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters for all out-of-pocket expenses approved in
writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares, but the Company shall then be under no further
liability to any Underwriter except as provided in Sections 6 and 8 hereof.

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<PAGE> 19

12. In all dealings hereunder, the Representatives shall act on behalf of
the Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose herein.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail or
facsimile transmission to the Representatives c/o Lehman Brothers, Inc., 3 World
Financial Center, 200 Vesey Street, New York, New York 10285; and if to the
Company shall be delivered or sent by mail or facsimile transmission to the
address of the Company set forth in the Registration Statement, Attention:
General Counsel; provided, however, that any notice to an Underwriter pursuant
to Section 8(c) hereof shall be delivered or sent by mail or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.

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<PAGE> 20

If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company, one for each of the Underwriters, and one for
each counsel, counterparts hereof, and upon the acceptance hereof by each of the
Representatives, this letter and such acceptance hereof shall constitute a
binding agreement between each of the Underwriters and the Company.

Very truly yours,

KERR-McGEE CORPORATION

By:
--------------------------------------
Name:
Title:

Accepted as of the date hereof:

LEHMAN BROTHERS INC.

By:
--------------------------------
Name:
Title:

GOLDMAN, SACHS & CO.

By:
--------------------------------
(Goldman, Sachs & Co.)

As Representatives of the several Underwriters
named in Schedule I hereto

Signature Page to Underwriting Agreement
(Common Stock)

<PAGE> 21

SCHEDULE I

UNDERWRITERS

<TABLE>
<CAPTION>
MAXIMUM
NUMBER OF
NUMBER OPTIONAL
OF FIRM SHARES
SHARES WHICH
TO BE MAY BE
PURCHASED PURCHASED
--------- ---------
<S> <C> <C>
UNDERWRITER

Lehman Brothers Inc. ..........................................................
Goldman, Sachs & Co............................................................
ABN AMRO Incorporated..........................................................
Credit Suisse First Boston Corporation.........................................
Deutsche Bank Securities Inc...................................................
J.P. Morgan Securities Inc.....................................................
Banc of America Securities LLC.................................................
Salomon Smith Barney Inc.......................................................
---------- ----------
Total........................................................ 9,000,000 1,350,000
========== ==========
</TABLE>

SCHEDULE I - PAGE 1

<PAGE> 22

SCHEDULE II

OFFICERS AND DIRECTORS SIGNING LOCK-UP AGREEMENTS

Luke R. Corbett
Tom J. McDaniel
William E. Bradford
Sylvia A. Earle
David C. Genever-Watling
Martin C. Jischke
William C. Morris
John J. Murphy
Leroy C. Richie
Matthew R. Simmons
Farah M. Walters
Ian L. White-Thomson
Robert M. Wohleber
Gregory F. Pilcher
Kenneth W. Crouch
Michael G. Webb
W. Peter Woodward
George D. Christiansen
Julius C. Hilburn
Deborah A. Kitchens
John M. Rauh
Jean B. Wallace

SCHEDULE II - PAGE 1

<PAGE> 23

ANNEX A

SIGNIFICANT SUBSIDIARIES

Kerr-McGee Oil & Gas Corporation

Kerr-McGee (G.B.) Limited

Kerr-McGee Chemical LLC

Kerr-McGee Oil & Gas Onshore LP

Kerr-McGee L.P. Corporation

ANNEX A - PAGE 1

<PAGE> 24

ANNEX B

ENVIRONMENTAL DISCLOSURES

The Company and/or its subsidiaries has been named a "potentially
responsible party" in connection with sites located in the following
jurisdictions:

Milwaukee, Wisconsin
West Chicago, Illinois (Residential Areas)
West Chicago, Illinois (Reed-Keppler Park)
Chicago, Illinois (Lindsey Light II)
Soda Springs, Idaho
California (Operating Industries, Inc.)
Double Eagle, Oklahoma
Lakeview, Oregon
Picketville, Florida
Rouse Drum, Florida
Brunswick, Georgia
Toledo, Ohio
Vermillion Parish, Louisiana (PAB Oil Site)
Manville, New Jersey

ANNEX B - PAGE 1

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ANNEX C

MATTERS TO BE ADDRESSED IN COMFORT LETTERS OF ARTHUR ANDERSEN LLP

Arthur Andersen LLP shall furnish letters to the Underwriters, dated the
respective date of delivery thereof, in form and substance satisfactory to the
Underwriters, confirming that they are independent certified public accountants
with respect to the Company and its subsidiaries within the meaning of the Act
and the Exchange Act and the respective applicable rules and regulations adopted
by the Commission thereunder and that they have performed a review of the
unaudited interim financial information of the Company for the three-month and
nine-month periods ended September 30, 1999, and as at September 30, 1999, in
accordance with the Statement on Auditing Standards No. 71, and stating in
effect that:

(i) in their opinion the audited financial statements and financial
statement schedules included or incorporated in the Registration Statement and
the Prospectus and reported on by them comply in form in all material respects
with the applicable accounting requirements of the Act and the Exchange Act and
the related rules and regulations adopted by the Commission;

(ii) on the basis of a reading of the latest unaudited financial statements
made available by the Company and its subsidiaries; their limited review, in
accordance with standards established under Statement on Auditing Standards No.
71, of the unaudited interim financial information for the three-month and
nine-month periods ended September 30, 1999, and as at September 30, 1999;
carrying out certain specified procedures (but not an examination in accordance
with generally accepted auditing standards) which would not necessarily reveal
matters of significance with respect to the comments set forth in such letter; a
reading of the minutes of the meetings of the directors and audit committee of
the Company and its subsidiaries; and inquiries of certain officials of the
Company who have responsibility for financial and accounting matters of the
Company and its subsidiaries as to transactions and events subsequent to
December 31, 1998, nothing came to their attention which caused them to believe
that:

(1) any unaudited financial statements included or incorporated by
reference in the Registration Statement and the Prospectus do not comply as
to form in all material respects with applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and the related rules and
regulations adopted by the Commission; and said unaudited financial
statements are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the
audited financial statements of the Company included or incorporated by
reference in the Registration Statement and the Prospectus;

(2) with respect to the period subsequent to September 30, 1999,
there were any changes, at a specified date not more than five days prior
to the date of the letter, in the long-term debt of the Company and its
subsidiaries or, capital stock of the Company,

ANNEX C - PAGE 1

<PAGE> 26

or decreases in the stockholders' equity or net current assets of the
Company, as compared with the amounts shown on the September 30, 1999
unaudited consolidated condensed balance sheet included or incorporated in
the Registration Statement and the Kerr-McGee Prospectus, or for the period
from October 1, 1999 to such specified date there were any decreases, as
compared with the corresponding period in the preceding year in
consolidated sales, net income or net income per share of the Company and
its subsidiaries, except in all instances for changes or decreases set
forth in such letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless said
explanation is not deemed necessary by the Underwriters;

(3) the information included or incorporated by reference in the
Registration Statement and the Prospectus in response to Regulation S-K,
Item 301 (Selected Financial Data), Item 302 (Supplementary Financial
Information) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
conformity with the applicable disclosure requirements of Regulation S-K.

(iii) they have performed certain other specified procedures as a result of
which they determined that certain information of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement and the Prospectus and in
Exhibit 12 to the Registration Statement, including the information set forth
under the captions "Selected Financial and Operating Data of Kerr-McGee" in the
Prospectus and "Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividend Requirements" in the
Prospectus, the information included or incorporated by reference in Items 1, 2,
6 and 7 of the Company's Annual Report on Form 10-K, incorporated by reference
in the Registration Statement and the Prospectus, agrees with the accounting
records of the Company and its subsidiaries, excluding any questions of legal
interpretation.

References to the Prospectus in this Annex C include any amendment or
supplement thereto at the date of the letter.

ANNEX C - PAGE 2

<PAGE> 27

ANNEX D

MATTERS TO BE ADDRESSED IN COMFORT LETTERS OF

PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP shall furnish letters to the Underwriters, dated
the respective date of delivery thereof, in form and substance satisfactory to
the Underwriters, confirming that they are independent certified public
accountants with respect to Oryx Energy Company within the meaning of the Act
and the Exchange Act and the respective applicable rules and regulations adopted
by the Commission thereunder and stating in effect that, in their opinion, the
audited financial statements of Oryx Energy Company referred to in their report
dated February 26, 1999, which is incorporated by reference in the Registration
Statement and the Prospectus, comply in form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and the
related rules and regulations adopted by the Commission.

ANNEX D - PAGE 1

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ANNEX E

LOCK-UP AGREEMENT

[Date]

Lehman Brothers Inc.
Goldman, Sachs & Co.
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285

Ladies and Gentlemen:

The undersigned have been informed that Kerr-McGee Corporation (the
"Company") proposes to issue shares of its common stock (the
"Shares"). The undersigned have been informed that the Company has prepared a
preliminary prospectus regarding the Shares and will enter into an underwriting
agreement with respect to the Shares (the "Underwriting Agreement") with Lehman
Brothers Inc. and Goldman, Sachs & Co. (the "Underwriters"), as representatives
on behalf of the underwriters named in such Underwriting Agreement.

To facilitate the sale of the Shares, to be purchased thereunder and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned hereby irrevocably confirms, covenants and agrees for the benefit of
the Company and the Underwriters that, except as set forth herein, the
undersigned will not, directly, or indirectly, offer, sell, or otherwise dispose
of any shares of the Company's common stock registered in the name of or
beneficially owned by the undersigned on the date hereof within the meaning of
the Securities Exchange Act of 1934 or any securities convertible into or
exchangeable or exercisable for any such shares of common stock (collectively,
the "Exchangeable Securities"), or enter into any derivative transaction with
similar effect as a sale of such common stock, for a period of 90 days after the
date of the Underwriting Agreement, without the prior written consent of the
Underwriter designated pursuant to the Underwriting Agreement.

Notwithstanding the foregoing, the undersigned retains the right to offer,
sell, or otherwise dispose of any shares of the Company's common stock or
Exchangeable Securities that are registered in the name of or beneficially owned
by the undersigned within the meaning of the Securities Exchange Act of 1934, if
directed by a trust beneficiary, customer or other third party where such third
party has the legal or contractual right to require such offer, sale, or other
disposal of such common stock or Exchangeable Securities or to the extent the
undersigned is required to effect any disposition pursuant to any fiduciary,
legal or contractual obligation.

The undersigned further represents to you that as of the date hereof the
undersigned is not a party to (nor are any of the shares of any class of the
Company's common stock registered in

ANNEX E - PAGE 1

<PAGE> 29

the name of or beneficially owned by the undersigned or any Exchangeable
Securities owned by the undersigned subject to) any option, warrant or other
right to acquire such common stock or Exchangeable Securities by any other
person or entity.

The undersigned acknowledges and agrees that this agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
undersigned, the Company and the Underwriters.

Very truly yours,

ANNEX E - PAGE 2

<PAGE> 1
EXHIBIT 1.2

KERR-MCGEE CORPORATION

___% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2010

--------------------------

UNDERWRITING AGREEMENT

February ___, 2000

Lehman Brothers Inc.
Goldman, Sachs & Co.
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285

Ladies and Gentlemen:

Kerr-McGee Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of $ principal amount of the ___% Convertible Subordinated Debentures
due 2010, convertible into the Common Stock ("Stock") of the Company (the "Firm
Securities") and, at the election of the Underwriters, up to an aggregate of
$ additional aggregate principal amount thereof (the "Optional
Securities") (the Firm Securities and the Optional Securities which the
Underwriters elect to purchase pursuant to Section 2 hereof are herein
collectively called the "Securities").

1. The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(a) Two registration statements on Form S-3 (File Nos. 333-76951
and 333-94091) in respect of various debt and equity securities of the
Company, including the Firm Securities and Optional Securities and
shares of the Stock issuable upon conversion thereof, have been filed
with the Securities and Exchange Commission (the "Commission"),
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Act"); such registration statements and any post-effective amendment
thereto, each in the form heretofore delivered to you, and, excluding
exhibits thereto, but including all documents incorporated by
reference in the base prospectus included in the later such
registration statement, have been declared effective by the Commission
in such form; no other document with respect to such registration
statements or document incorporated by reference therein has
heretofore been filed with the Commission; and no stop order

<PAGE> 2

suspending the effectiveness of such registration statements or any
post-effective amendment thereto has been issued and no proceeding
for that purpose has been initiated or, to the knowledge of the
Company, threatened by the Commission (the base prospectus included in
the later such registration statement or filed with the Commission
pursuant to Rule 424(b) under the Act, as supplemented to reflect the
preliminary terms of the offering of the Securities, is hereinafter
called a "Preliminary Prospectus"; the various parts of each such
registration statement, including all exhibits thereto but excluding
Form T-1 and including (i) the information contained in the form of
base prospectus included in the later such registration statement, as
supplemented to reflect the final terms of the offering of the
Securities, filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof and (ii) the documents
incorporated by reference in such base prospectus at the time such
part of the later such registration statement became effective, each
as amended at the time such part of the later such registration
statement became effective, are hereinafter collectively called the
"Registration Statement"; such base prospectus, as supplemented to
reflect the final terms of the offering of the Securities, in the form
first filed pursuant to Rule 424(b) under the Act, is hereinafter
called the "Prospectus"; any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Act, as of the date of such Preliminary Prospectus
or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration
Statement);

(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter expressly for use therein;

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<PAGE> 3

the rules and regulations of the Commission thereunder, and none of
such documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter expressly for use therein;

(d) The Registration Statement conforms, and the Prospectus and
any further amendments or supplements to the Registration Statement or
the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and do not and will not, as
of the applicable effective date as to the Registration Statement and
any amendment thereto and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by an Underwriter expressly for use therein;

(e) The Company and its subsidiaries taken as a whole have not
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock (except for capital stock issued upon exercise of stock
options or pursuant to employee benefit plans) or a material increase
in the consolidated long-term debt of the Company or any material
adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of
the Company and its subsidiaries considered as a whole, otherwise than
as set forth or contemplated in the Prospectus;

3
<PAGE> 4

owns or leases properties or conducts any business so as to require
such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such
jurisdiction; and each significant subsidiary (as such term is defined
in Rule 405 under the Act), each such significant subsidiary being
identified on Annex A hereto and being called herein a "Significant
Subsidiary," has been duly incorporated or organized, as the case may
be, and is validly existing in good standing under the laws of its
jurisdiction of organization;

(g) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; the shares of Stock initially issuable upon
conversion of the Securities have been duly and validly authorized and
reserved for issuance and, when issued and delivered in accordance
with the provisions of the Securities and the Indenture referred to
below, will be duly and validly issued, fully paid and non-assessable
and will conform in all material respects to the description of the
Stock contained in the Prospectus; and all of the issued shares of
capital stock, membership interests or partnership interests, as the
case may be, of each Significant Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable and (except
for directors' qualifying shares and except as otherwise set forth in
the Prospectus) are owned directly or indirectly by the Company, free
and clear of all liens, encumbrances, equities or claims;

(h) The Firm Securities and Optional Securities have been duly
authorized and, when issued and delivered pursuant to this Agreement
and duly executed and authenticated pursuant to the Indenture, will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture dated as of August
1, 1982, as supplemented and amended by the First Supplemental
Indenture dated May 7, 1996, the Second Supplemental Indenture dated
August 2, 1999, the Third Supplemental Indenture dated November 1,
1999, and the Fourth Supplemental Indenture dated January 18, 2000,
and as proposed to be supplemented and amended by a Fifth Supplemental
Indenture pursuant to which the Firm Securities and Optional
Securities are to be issued, each between the Company and Citibank,
N.A., as Trustee (the "Trustee") (as so supplemented and amended, and
as proposed to be supplemented and amended, the "Indenture"), under
which they are to be issued, each of which Indenture and supplements
thereto (except for the Fourth Supplemental Indenture and the Fifth
Supplemental Indenture) has been filed as an exhibit to the
Registration Statement; the Indenture has been duly authorized and
duly qualified under the Trust Indenture Act and constitutes a valid
and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject, as to enforcement, to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing; and the Indenture
conforms, and the Securities will conform, to the descriptions thereof
in the Prospectus;

4
<PAGE> 5

(i) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the
Indenture and this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the
Company or any of its Significant Subsidiaries is a party or by which
the Company or any of its Significant Subsidiaries is bound or to
which any of the property or assets of the Company or any of its
Significant Subsidiaries is subject, nor will such action result in
any violation of the provisions of the Certificate of Incorporation or
By-laws of the Company or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over
the Company or any of its Significant Subsidiaries or any of their
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Securities or the consummation by the Company of the transactions
contemplated by this Agreement or the Indenture, except the
registration under the Act of the Securities and the shares of Stock
issuable upon conversion thereof, the qualification of the Indenture
under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters;

(j) Neither the Company nor any of its Significant Subsidiaries
is in violation of its Certificate of Incorporation or By-laws (or
similar constituent document) or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound, except if
such default could not reasonably be expected to have a material
adverse effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole;

(k) The statements set forth in the Prospectus under the captions
"Description of Debt Securities," "Description of the Debentures," and
"Description of Common Stock," insofar as they purport to constitute a
summary of the terms of the Securities and the Stock, and under the
caption "Certain United States Federal Income Tax Considerations,"
insofar as they purport to describe the provisions of the laws and
documents referred to therein, are accurate, complete and fair;

(l) Other than as set forth in the Prospectus, there are no legal
or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is the subject, which could reasonably be
expected, either individually or in the aggregate, to have a material
adverse effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole; and, to the Company's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;

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<PAGE> 6

(m) The Company is not and, after giving effect to the offering
and sale of the Securities, will not be an "investment company," as
such term is defined in the Investment Company Act of 1940, as amended
(the "Investment Company Act");

(n) Arthur Andersen LLP, who has certified certain financial
statements of the Company and its subsidiaries, and
PricewaterhouseCoopers LLP, who has certified certain financial
statements of Oryx Energy Company, are each independent public
accountants as required by the Act and the rules and regulations of
the Commission thereunder;

(o) This Agreement has been duly authorized, executed and
delivered by the Company;

(p) Neither the Company nor any subsidiary is a "holding company"
or a "public utility," as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act");

(q) The Company and its subsidiaries possess all material
licenses, certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities necessary
to conduct their respective businesses, and neither the Company nor
any such subsidiary has received any notice of proceedings relating to
the revocation or modification of any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse
effect on the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth
in or contemplated in the Prospectus (exclusive of any supplement
thereto);

(r) The Company and its subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received and are in
compliance with all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective
businesses and (iii) have not received notice of any actual or
potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes,
pollutants or contaminants, except where such non-compliance with
Environmental Laws, failure to receive required permits, licenses or
other approvals, or liability would not, individually or in the
aggregate, have a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole,
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto);

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<PAGE> 7

(s) Except as set forth in the Prospectus and except as set forth
in Annex B attached hereto, neither the Company nor any of its
subsidiaries has been named as a "potentially responsible party" under
the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended;

(t) In the ordinary course of its business, the Company
periodically reviews the effect of Environmental Laws on the business,
operations and properties of the Company and its subsidiaries, in the
course of which it identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or
compliance with Environmental Laws, or any permit, license or
approval, any related constraints on operating activities and any
potential liabilities to third parties), and on the basis of such
review, the Company has reasonably concluded that such associated
costs and liabilities would not, singly or in the aggregate, have a
material adverse effect on the general affairs, management, financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries, considered as a whole, whether or not arising
from transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus (exclusive of any
supplement thereto); and

(u) The subsidiaries listed on Annex A attached hereto are the
only significant subsidiaries of the Company as defined by Rule 405
under the Act.

2. Subject to the terms and conditions herein set forth, (a) the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price of ______% of the principal amount thereof, plus accrued
interest, if any, from _______________, 2000 to the First Time of Delivery (as
defined in Section 4(a) hereof), the principal amount of Securities set forth
opposite the name of such Underwriter in Schedule I hereto, and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Securities as provided below, the Company agrees to issue and sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the same purchase price set forth in
clause (a) of this Section 2, that portion of the aggregate principal amount of
the Optional Securities as to which such election shall have been exercised (to
be adjusted by you so as to eliminate fractions of $1,000 principal amount),
determined by multiplying such aggregate principal amount of Optional Securities
by a fraction, the numerator of which is the maximum aggregate principal amount
of Optional Securities which such Underwriter is entitled to purchase as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the maximum aggregate principal amount of Optional
Securities which all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at
their election up to $ aggregate principal amount of Optional
Securities, at the same purchase price set forth in clause (a) of the first
paragraph of this Section 2, plus accrued interest, if any, from ________, 2000
to the Second Time of Delivery (as defined in Section 4(a) hereof), for the sole
purpose of covering sales of Securities in excess of the aggregate principal
amount of Firm

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<PAGE> 8

Securities. Any such election to purchase Optional Securities may be exercised
by written notice from you to the Company, given within a period of 30 calendar
days after the date of this Agreement, setting forth the aggregate principal
amount of Optional Securities to be purchased and the date on which such
Optional Securities are to be delivered, as determined by you but in no event
earlier than the First Time of Delivery or, unless you and the Company otherwise
agree in writing, earlier than two or later than ten business days after the
date of such notice.

3. Upon the authorization by you of the release of the Firm
Securities, the several Underwriters propose to offer the Firm Securities for
sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder
will be represented by one or more definitive global Securities in book-entry
form which will be deposited by or on behalf of the Company with the Trustee, as
custodian for The Depository Trust Company ("DTC"). The Company will deliver the
Securities to Lehman Brothers Inc., for the account of each Underwriter, against
payment by or on behalf of such Underwriter of the purchase price therefor by
wire transfer of Federal (same-day) funds to the account specified by the
Company to Lehman Brothers Inc. at least forty-eight hours in advance, by
causing DTC to credit the Securities to the account of Lehman Brothers Inc. at
DTC. The time and date of such delivery and payment shall be, with respect to
the Firm Securities, 9:30 a.m., New York City time, on _________, 2000, or at
such other time and date as you and the Company may agree upon in writing, and,
with respect to the Optional Securities, 9:30 a.m., New York City time, on the
date specified by you in the written notice given by you of the Underwriters'
election to purchase the Optional Securities, or at such other time and date as
you and the Company may agree upon in writing. Such time and date for delivery
of the Firm Securities is herein called the "First Time of Delivery," such time
and date for delivery of the Optional Securities, if not the First Time of
Delivery, is herein called the "Second Time of Delivery," and each such time and
date for delivery is herein called a "Time of Delivery".

(b) The definitive global Securities referred to in Section 4(a)
and the documents to be delivered at each Time of Delivery by or on behalf of
the parties hereto pursuant to Section 7 hereof, including the cross-receipt for
the Securities and any additional documents requested by the Underwriters
pursuant to Section 7(m) hereof, will be delivered at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017-3954 (the
"Closing Location"). A meeting will be held at the Closing Location at 3:00
p.m., New York City time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4(b), "New York Business Day" shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York City are generally authorized or
obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

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<PAGE> 9

(a) To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus prior to
the last Time of Delivery which reasonably shall be disapproved of by you
promptly after reasonable notice thereof; to advise you, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the Commission and to
furnish you with copies thereof; to file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the
Securities; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Securities or the shares of Stock
issuable upon conversion of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any Preliminary Prospectus or prospectus or
suspending any such qualification, promptly to use its best efforts to obtain
the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities and the shares of Stock issuable
upon conversion of the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York Business
Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with copies of the Prospectus as amended and supplemented in
New York City in such quantities as you may reasonably request, and, if the
delivery of a prospectus is required at any time prior to the expiration of nine
months after the time of issue of the Prospectus in connection with the offering
or sale of the Securities and the shares of Stock issuable upon conversion of
the Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to

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<PAGE> 10

notify you and upon your request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance; and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Securities and
the shares of Stock issuable upon conversion of the Securities at any time nine
months or more after the time of issue of the Prospectus, upon your request but
at the expense of such Underwriter, to prepare and deliver to such Underwriter
as many copies as you may request of an amended or supplemented Prospectus
complying with Section 10(a)(3) of the Act;

(e) During the period beginning from the date hereof and continuing to
and including the date 90 days after the date of this Agreement, not to offer,
sell, or otherwise dispose of any shares of the Company's common stock or any
securities that are convertible into or exchangeable or exercisable for any such
shares of common stock or enter into any derivative transaction with similar
effect as a sale of such common stock (other than (i) the issuance of shares of
common stock by the Company under employee incentive plans or upon exercise of
options issued under employee incentive plans, (ii) the sale to the Underwriters
of the common stock of the Company pursuant to the contemporaneous offering
described in the Prospectus or (iii) the issuance of common stock upon
conversion of the Securities), without the prior written consent of the
Designated Underwriter. The Designated Underwriter shall be either Lehman
Brothers Inc. or Goldman, Sachs & Co., the identity of such firm to be
determined by the Underwriters promptly upon such consent being sought by the
Company;

(f) To use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds";

(g) To reserve and keep available at all times, free of preemptive
rights, shares of Stock for the purpose of enabling the Company to satisfy any
obligation to issue shares of its Stock upon conversion of the Securities; and

(h) To use its best efforts to list, subject to notice of issuance, the
Securities and the shares of Stock issuable upon conversion of the Securities on
The New York Stock Exchange.

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<PAGE> 11

or producing any Agreement among Underwriters, this Agreement, the Indenture,
the Blue Sky survey, closing documents (including any compilations thereof) and
any other documents in connection with the offering, purchase, sale and delivery
of the Securities; (iii) all expenses in connection with the qualification of
the Securities and the shares of Stock issuable upon conversion of the
Securities for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) any fees charged by securities rating services for rating
the Securities; (v) the cost of preparing the Securities; (vi) the fees and
expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Securities
to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 5(a)
hereof; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to your reasonable satisfaction;

(b) Vinson & Elkins L.L.P., counsel for the Underwriters, shall have
furnished to you such written opinion, dated such Time of Delivery, with respect
to the incorporation of the Company, the validity of the Indenture, the
Securities, the shares of Stock issuable upon conversion of the Securities, the
Registration Statement, the Prospectus and other related matters as you may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to render such
opinion;

(c) Simpson Thacher & Bartlett, counsel for the Company, shall have
furnished to you their written opinion, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

(i) The Company and Kerr-McGee Oil & Gas Corporation have each
been duly incorporated and are each validly existing and in good
standing as corporations under the laws of the State of Delaware and
have full corporate power and authority to conduct their respective
business as described in the Prospectus as amended or supplemented;

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<PAGE> 12

(ii) The shares of Stock initially issuable upon conversion
of the Securities have been duly authorized and reserved for issuance
and, when issued and delivered in accordance with the provisions of
the Securities and the Indenture, will be validly issued, fully paid
and non-assessable;

(iii) This Agreement has been duly authorized, executed and
delivered by the Company;

(iv) The Securities being issued at such Time of Delivery have been
duly authorized, executed and delivered and, assuming due
authentication thereof by the Trustee, and upon payment and delivery
and in accordance with this Agreement, will constitute valid and
legally binding obligations of the Company enforceable against the
Company in accordance with their terms, subject, as to enforcement, to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing, and will be entitled to the
benefits of the Indenture;

(v) The Indenture has been duly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act and,
assuming due authorization, execution and delivery thereof by the
Trustee, constitutes a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms,
subject, as to enforcement, to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing;

(vi) The statements made in the Prospectus under the captions
"Description of the Debentures," "Description of Debt Securities," and
"Description of Common Stock," insofar as they purport to constitute
summaries of certain terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents in all
material respects;

(vii) The statements made in the Prospectus under the caption
"Certain United States Federal Income Tax Considerations," insofar as
they purport to constitute summaries of matters of United States
federal tax law and regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters described therein
in all material respects; and

(viii)The Company is not an "investment company," or a company
"controlled" by an "investment company" within the meaning of and
subject to regulation under the Investment Company Act.

In addition, such counsel shall state that they have not independently
verified the accuracy, completeness or fairness of the statements made or
included in the Registration

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<PAGE> 13

Statement, the Prospectus or the Exchange Act documents incorporated therein and
that they take no responsibility therefor, except as and to the extent set forth
in paragraphs (vi) and (vii) above. In the course of the preparation by the
Company of the Registration Statement and the Prospectus (excluding the Exchange
Act documents incorporated therein), such counsel shall state that they
participated in conferences with certain officers and employees of the Company,
with representatives of Arthur Andersen LLP and with counsel to the Company.
Such counsel may state that they did not participate in the preparation of the
Exchange Act documents incorporated therein or review such documents prior to
their filing with the Commission. Based upon such counsel's examination of the
Registration Statement, Prospectus and Exchange Act documents incorporated
therein and such counsel's investigations made in connection with the
preparation of the Registration Statement, and the Prospectus (excluding the
Exchange Act documents incorporated therein) and such counsel's participation in
the conferences referred to above, (i) such counsel shall state that they are of
the opinion that the Registration Statement as of its effective date, and the
Prospectus, as of its date, complied as to form in all material respects with
the requirements of the Act, the Trust Indenture Act and the applicable rules
and regulations of the Commission thereunder and that the Exchange Act documents
incorporated therein complied as to form when filed in all material respects
with the requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, except that in each case such counsel
need express no opinion with respect to the financial statements or other
financial data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act documents incorporated therein and
(ii) such counsel had no reason to believe that the Registration Statement, as
of its effective date (including the Exchange Act documents incorporated therein
on file with the Commission on such effective date), contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading or that the Prospectus (including the Exchange Act documents
incorporated therein) as of its date contained, or, as of such Time of Delivery,
contains, any untrue statement of a material fact or omitted or omits to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that in each case such counsel need express no belief with respect to the
financial statements or other financial data contained or incorporated by
reference in the Registration Statement, the Prospectus or the Exchange Act
documents incorporated therein.

In rendering the foregoing opinion, Simpson Thacher & Bartlett may
state that such opinion is limited to the federal laws of the United States, the
laws of the State of New York and the General Corporation Law of the State of
Delaware, and that they are expressing no opinion as to the effect of the laws
of any other jurisdiction. In addition, such counsel may state that they have
relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by them to be responsible;

(d) Gregory F. Pilcher, Vice President, General Counsel and
Secretary of the Company, shall have furnished to you his written opinion, dated
such Time of Delivery, in form and substance satisfactory to you, to the effect
that:

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<PAGE> 14

(i) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented, and all of the issued shares
of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable;

(ii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification
or is subject to no material liability or disability by reason of the
failure to be so qualified in any such jurisdiction;

(iii) Each Significant Subsidiary of the Company (other than
Kerr-McGee Oil & Gas Corporation) has been duly incorporated or
organized, as the case may be, and is validly existing in good standing
under the laws of its jurisdiction of organization; and all of the
issued shares of capital stock, membership interests or partnership
interests, as the case may be, of each Significant Subsidiary have been
duly and validly authorized and issued, are fully paid and
non-assessable, and (except for directors' qualifying shares and except
as otherwise set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;

(iv) To such counsel's knowledge and other than as set forth in
the Prospectus, there are no legal or governmental proceedings pending
to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject
which could reasonably be expected, either individually or in the
aggregate, to have a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole;
and, to such counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;

(v) The issue and sale of the Securities being issued and
delivered at such Time of Delivery and the compliance by the Company
with all of the provisions of such Securities, the Indenture and this
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under,
any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument known to such counsel to which the
Company or any of its Significant Subsidiaries is a party or by which
the Company or any of its Significant Subsidiaries is bound or to which
any of the property or assets of the Company or any of its Significant
Subsidiaries is subject, nor will such actions result in any violation
of the provisions of the Certificate of Incorporation or By-laws of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any
of its Significant Subsidiaries or any of their properties; and

(vi) No consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body
is required for the issue and sale of

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<PAGE> 15

the Securities being issued and delivered at such Time of Delivery or
the consummation by the Company of the transactions contemplated by
this Agreement or the Indenture, except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters.

(e) On the date of the Prospectus at a time prior to the execution of
this Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at such Time of Delivery, Arthur Andersen LLP
and PricewaterhouseCoopers LLP shall have furnished to you letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to you,
to the effect set forth in Annex C and Annex D hereto, respectively;

(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus, and
(ii) since the respective dates as of which information is given in the
Prospectus there shall not have been any change in the capital stock or
long-term debt of the Company and its subsidiaries considered as a whole, or any
change, or any development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries considered as a whole,
otherwise than as set forth or contemplated in the Prospectus, the effect of
which, in any such case described in clause (i) or (ii), is in your judgment so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the delivery of the Securities on the terms and in the
manner contemplated in the Prospectus;

(g) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

(h) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in this clause (iv) in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Prospectus;

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<PAGE> 16

(i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;

(j) The shares of Stock issuable upon conversion of the Securities
shall have been duly listed, subject to notice of issuance, on The New York
Stock Exchange;

(k) The Securities shall have been duly listed, subject to notice of
issuance, on The New York Stock Exchange;

(l) The directors and executive officers of the Company listed in
Schedule II shall have entered into a written agreement in the form of Annex E
hereto (each such agreement, a "Lock-up Agreement"), and executed originals of
each Lock-up Agreement shall have been delivered to you; and

(m) The Company shall have furnished or caused to be furnished to you
at such Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (f) of this Section
and as to such other matters as you may reasonably request.

8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any other
prospectus relating to the Securities or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, any such amendment or
supplement, or any other prospectus relating to the Securities in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter expressly for use therein.

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<PAGE> 17

be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, any such
amendment or supplement, or any other prospectus relating to the Securities in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

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<PAGE> 18

statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discount
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

9. (a) If any Underwriter shall default in its obligation to purchase
the Securities which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to
purchase such Securities on the terms contained herein at such Time of Delivery.
If within thirty-six hours after such default by any Underwriter you do not
arrange for the purchase of such Securities, then the Company shall be entitled
to a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Securities on such terms. In
the event that, within the respective prescribed periods, you notify the Company
that you have so arranged for the

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<PAGE> 19

purchase of such Securities, or the Company notifies you that it has so arranged
for the purchase of such Securities, you or the Company shall have the right to
postpone such Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus which in your
opinion may thereby be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the principal
amount of Securities which such Underwriter agreed to purchase hereunder and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Securities which such Underwriter agreed
to purchase hereunder at such Time of Delivery) of the Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities to be purchased at such Time of Delivery, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligation of the Underwriters to purchase and of the
Company to sell the Optional Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

19
<PAGE> 20

Company as provided herein, the Company will reimburse the Underwriters for all
out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Securities, but the
Company shall then be under no further liability to any Underwriter except as
provided in Sections 6 and 8 hereof.

12. All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Underwriters shall be delivered or sent by mail or
facsimile transmission to you c/o Lehman Brothers, Inc., 3 World Financial
Center, 200 Vesey Street, New York, New York 10285; and if to the Company shall
be delivered or sent by mail or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: General Counsel;
provided, however, that any notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by you upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

20
<PAGE> 21

If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company, one for each of you, and one for each
counsel counterparts hereof, and upon the acceptance hereof by each of you, this
letter and such acceptance hereof shall constitute a binding agreement between
each of the Underwriters and the Company.

Very truly yours,

KERR-McGEE CORPORATION

By:
------------------------------
Name:
Title:

Accepted as of the date hereof:

LEHMAN BROTHERS INC.

By:
---------------------------
Name:
Title:

GOLDMAN, SACHS & CO.

By:

----------------------------
(Goldman, Sachs & Co.)

Signature Page to Underwriting Agreement
(Convertible Subordinated Debentures)

<PAGE> 22

SCHEDULE I

UNDERWRITERS

<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL
AMOUNT OF
OPTIONAL
PRINCIPAL SECURITIES
AMOUNT OF TO BE
SECURITIES PURCHASED IF
TO BE MAXIMUM
UNDERWRITER PURCHASED OPTION EXERCISED
----------- ------------ ----------------
<S> <C> <C>
Lehman Brothers Inc. .................................................... $ $
Goldman, Sachs & Co...................................................... $ $

Total.................................................. ------------ -----------
$ $
============ ===========
</TABLE>

SCHEDULE I - PAGE 1

<PAGE> 23

SCHEDULE II

OFFICERS AND DIRECTORS SIGNING LOCK-UP AGREEMENTS

SCHEDULE II - PAGE 1

<PAGE> 24

ANNEX A

SIGNIFICANT SUBSIDIARIES

Kerr-McGee Oil & Gas Corporation

Kerr-McGee (G.B.) Limited

Kerr-McGee Chemical LLC

Kerr-McGee Oil & Gas Onshore LP

Kerr-McGee L.P. Corporation

ANNEX A - PAGE 1

<PAGE> 25

ANNEX B

ENVIRONMENTAL DISCLOSURES

The Company and/or its subsidiaries has been named a "potentially
responsible party" in connection with sites located in the following
jurisdictions:

Milwaukee, Wisconsin

West Chicago, Illinois (Residential Areas)

West Chicago, Illinois (Reed-Keppler Park)

Chicago, Illinois (Lindsey Light II)

Soda Springs, Idaho California (Operating Industries, Inc.)

Double Eagle, Oklahoma

Lakeview, Oregon

Picketville, Florida

Rouse Drum, Florida

Brunswick, Georgia

Toledo, Ohio

Vermillion Parish, Louisiana (PAB Oil Site)

Manville, New Jersey

ANNEX B - PAGE 1

<PAGE> 26

ANNEX C

MATTERS TO BE ADDRESSED IN COMFORT LETTERS OF ARTHUR ANDERSEN LLP

Arthur Andersen LLP shall furnish letters to the Underwriters, dated
the respective date of delivery thereof, in form and substance satisfactory to
the Underwriters, confirming that they are independent certified public
accountants with respect to the Company and its subsidiaries within the meaning
of the Act and the Exchange Act and the respective applicable rules and
regulations adopted by the Commission thereunder and that they have performed a
review of the unaudited interim financial information of the Company for the
three-month and nine-month periods ended September 30, 1999, and as at September
30, 1999, in accordance with the Statement on Auditing Standards No. 71, and
stating in effect that:

(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; their limited
review, in accordance with standards established under Statement on Auditing
Standards No. 71, of the unaudited interim financial information for the
three-month and nine-month periods ended September 30, 1999, and as at September
30, 1999; carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the comments set
forth in such letter; a reading of the minutes of the meetings of the directors
and audit committee of the Company and its subsidiaries; and inquiries of
certain officials of the Company who have responsibility for financial and
accounting matters of the Company and its subsidiaries as to transactions and
events subsequent to December 31, 1998, nothing came to their attention which
caused them to believe that:

(1) any unaudited financial statements included or incorporated
by reference in the Registration Statement and the Prospectus do not
comply as to form in all material respects with applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q and the
related rules and regulations adopted by the Commission; and said
unaudited financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited financial statements of the
Company included or incorporated by reference in the Registration
Statement and the Prospectus;

(2) with respect to the period subsequent to September 30, 1999,
there were any changes, at a specified date not more than five days
prior to the date of the letter, in the long-term debt of the Company
and its subsidiaries or, capital stock of the Company, or decreases in
the stockholders' equity or net current assets of the Company, as

ANNEX C - PAGE 1

<PAGE> 27

compared with the amounts shown on the September 30, 1999 unaudited
consolidated condensed balance sheet included or incorporated in the
Registration Statement and the Kerr-McGee Prospectus, or for the
period from October 1, 1999 to such specified date there were any
decreases, as compared with the corresponding period in the preceding
year in consolidated sales, net income or net income per share of the
Company and its subsidiaries, except in all instances for changes or
decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance
thereof unless said explanation is not deemed necessary by the
Underwriters;

(3) the information included or incorporated by reference in the
Registration Statement and the Prospectus in response to Regulation
S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary
Financial Information) and Item 503(d) (Ratio of Earnings to Fixed
Charges) is not in conformity with the applicable disclosure
requirements of Regulation S-K.

(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or
statistical information derived from the general accounting records of the
Company and its subsidiaries) set forth in the Registration Statement and the
Prospectus and in Exhibit 12 to the Registration Statement, including the
information set forth under the captions "Selected Financial and Operating Data
of Kerr-McGee" in the Prospectus and "Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend
Requirements" in the Prospectus, the information included or incorporated by
reference in Items 1, 2, 6 and 7 of the Company's Annual Report on Form 10-K,
incorporated by reference in the Registration Statement and the Prospectus,
agrees with the accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.

References to the Prospectus in this Annex C include any amendment or
supplement thereto at the date of the letter.

ANNEX C - PAGE 2

<PAGE> 28

ANNEX D

MATTERS TO BE ADDRESSED IN COMFORT LETTERS OF

PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP shall furnish letters to the Underwriters,
dated the respective date of delivery thereof, in form and substance
satisfactory to the Underwriters, confirming that they are independent certified
public accountants with respect to Oryx Energy Company within the meaning of the
Act and the Exchange Act and the respective applicable rules and regulations
adopted by the Commission thereunder and stating in effect that, in their
opinion, the audited financial statements of Oryx Energy Company referred to in
their report dated February 26, 1999, which is incorporated by reference in the
Registration Statement and the Prospectus, comply in form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the related rules and regulations adopted by the Commission.

ANNEX D - PAGE 1

<PAGE> 29

ANNEX E

LOCK-UP AGREEMENT

[Date]

Lehman Brothers Inc.
Goldman, Sachs & Co.
c/o Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285

Ladies and Gentlemen:

The undersigned have been informed that Kerr-McGee Corporation (the
"Company") proposes to issue Convertible Subordinated Debentures due 2010 (the
"Debentures"). The undersigned have been informed that the Company has prepared
a preliminary prospectus regarding the Debentures and will enter into an
underwriting agreement (the "Underwriting Agreement") with Lehman Brothers Inc.
and Goldman, Sachs & Co. (the "Underwriters") with respect to the Debentures.

To facilitate the sale of the Debentures, to be purchased thereunder
and in consideration of the Underwriters entering into the Underwriting
Agreement, the undersigned hereby irrevocably confirms, covenants and agrees for
the benefit of the Company and the Underwriters that, except as set forth
herein, the undersigned will not, directly, or indirectly, offer, sell, or
otherwise dispose of any shares of the Company's common stock registered in the
name of or beneficially owned by the undersigned on the date hereof within the
meaning of the Securities Exchange Act of 1934 or any securities convertible
into or exchangeable or exercisable for any such shares of common stock
(collectively, the "Exchangeable Securities"), or enter into any derivative
transaction with similar effect as a sale of such common stock, for a period of
90 days after the date of the Underwriting Agreement, without the prior written
consent of the Underwriter designated pursuant to the Underwriting Agreement.

Notwithstanding the foregoing, the undersigned retains the right to
offer, sell, or otherwise dispose of any shares of the Company's common stock or
Exchangeable Securities that are registered in the name of or beneficially owned
by the undersigned within the meaning of the Securities Exchange Act of 1934, if
directed by a trust beneficiary, customer or other third party where such third
party has the legal or contractual right to require such offer, sale, or other
disposal of such common stock or Exchangeable Securities or to the extent the
undersigned is required to effect any disposition pursuant to any fiduciary,
legal or contractual obligation.

ANNEX E - PAGE 1
<PAGE> 30

The undersigned further represents to you that as of the date hereof
the undersigned is not a party to (nor are any of the shares of any class of the
Company's common stock registered in the name of or beneficially owned by the
undersigned or any Exchangeable Securities owned by the undersigned subject to)
any option, warrant or other right to acquire such common stock or Exchangeable
Securities by any other person or entity.

The undersigned acknowledges and agrees that this agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
undersigned, the Company and the Underwriters.

Very truly yours,

ANNEX E - PAGE 2

<PAGE> 1
EXHIBIT 4.1

- --------------------------------------------------------------------------------

KERR-MCGEE CORPORATION

CITIBANK, N.A.,
AS TRUSTEE

-------------------------------

FIFTH SUPPLEMENTAL INDENTURE

DATED FEBRUARY __, 2000

SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF AUGUST 1, 1982

- --------------------------------------------------------------------------------
<PAGE> 2

THIS FIFTH SUPPLEMENTAL INDENTURE, dated February __, 2000
(hereinafter called the "Supplemental Indenture"), is between KERR-McGEE
CORPORATION, a Delaware corporation (hereinafter called the "Corporation"), and
CITIBANK, N.A., a national banking association duly organized and existing under
the laws of the United States of America, as Trustee under the Indenture
referred to below (hereinafter called the "Trustee").

RECITALS

The Company and the Trustee are parties to an Indenture, dated
as of August 1, 1982, as amended (the "Indenture"), relating to the issuance
from time to time by the Company of its Securities on terms to be specified at
the time of issuance. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Indenture.

The Company has duly authorized the creation of a series of
its Securities denominated its "___% Convertible Subordinated Debentures due
2010" (such Securities being referred to herein as the "Debentures").

The Company has duly authorized the execution and delivery of
this Supplemental Indenture in order to provide for the issuance of the
Debentures.

The Company has requested the Trustee and the Trustee has
agreed to join with it in the execution and delivery of this Supplemental
Indenture.

Section 901(e) of the Indenture provides that the Company,
acting pursuant to a Board Resolution, and the Trustee, at any time and from
time to time, may enter into an indenture supplemental to the Indenture to
establish the form and terms of Securities of any series as permitted by
Sections 201 and 301 of the Indenture.

The Company has determined that this Supplemental Indenture
complies with Section 901(f) and does not require the consent of any Holders of
Securities. On the basis of the foregoing, the Trustee has determined that this
Supplemental Indenture is in form satisfactory to it.

The Company has furnished the Trustee with an Officers'
Certificate and an Opinion of Counsel complying with the requirements of Section
905 of the Indenture, stating that the execution of this Supplemental Indenture
is authorized or permitted by the Indenture, and has delivered to the Trustee a
Board Resolution authorizing the execution and delivery of this Supplemental
Indenture, together with such other documents as may have been required by
Section 303 of the Indenture.

All things necessary to make this Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Indenture have been done.

<PAGE> 3
2

The entry into this Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture.

The Company has duly authorized the execution and delivery of
this Supplemental Indenture, and all things necessary have been done to make the
Debentures, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this Supplemental Indenture a valid agreement of the Company, in
accordance with their and its terms.

NOW THEREFORE:

It is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Debentures, as follows:

ARTICLE I

SECTION 1.01. Definitions.

For all purposes of the Indenture and this Supplemental
Indenture as they relate to the Debentures, except as otherwise expressly
provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article;

(2) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to the Indenture and this Supplemental
Indenture as a whole and not to any particular Article, Section or
other subdivision; and

(3) capitalized terms used but not defined herein are used as
they are defined in the Indenture.

"Change in Control" means:

(i) the acquisition by any Person (including any
syndicate or group deemed to be a "person" under Section 13(d)(3) of the
Exchange Act as in effect on the date of the original execution of this
Supplemental Indenture) of beneficial ownership (as determined in accordance
with Rule 13d-3 promulgated by the Commission under the Exchange Act), directly
or indirectly, through a purchase, merger or other acquisition transaction or
series of transactions, of shares of capital stock of the Company entitling such
Person to exercise 50% or more of the total voting power of all shares of
capital stock of the Company entitled to vote generally in the elections of
directors (or persons holding a similar function), other than any such
acquisition by the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or any Subsidiary of the Company; or

<PAGE> 4
3

(ii) any consolidation of the Company with, or merger
of the Company into, any other Person, any merger of another Person into the
Company, or any conveyance, sale, transfer, lease or other disposition of all or
substantially all of the assets of the Company to another Person (other than (a)
any such transaction (x) which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of capital stock of
the Company and (y) pursuant to which the holders of the Common Stock
immediately prior to such transaction have the entitlement to exercise, directly
or indirectly, 50% or more of the total voting power of all shares of capital
stock of the Company entitled to vote generally in the election of directors (or
persons holding a similar function) of the continuing or surviving Person
immediately after such transaction and (b) any merger which is effected solely
to change the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common Stock
into solely shares of common stock of the surviving Person); provided, however,
that a Change in Control shall not be deemed to have occurred if (a) the Closing
Price per share of the Common Stock for any five Trading Days within the period
of 10 consecutive Trading Days ending immediately after the later of the Change
in Control or the public announcement of the Change in Control (in the case of a
Change in Control under clause (i) above) or the period of 10 consecutive
Trading Days ending immediately before the Change in Control (in the case of
Change in Control under clause (ii) above) shall equal or exceed 105% of the
Conversion Price of the Securities in effect on each such Trading Day or (b) at
least 90% of the consideration in the transaction or transactions constituting a
Change in Control consists of shares of common stock traded or to be traded
immediately following such Change in Control on a national securities exchange
or the Nasdaq National Market and, as a result of such transaction or
transactions, the Debentures become exercisable solely into such common stock
(and any rights attached thereto).

"Closing Price" of any security on any date of determination
means:

(1) the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of such security on The New
York Stock Exchange on such date;

(2) if such security is not listed for trading on The New York
Stock Exchange on any such date, the closing sale price as reported in
the composite transactions for the principal U.S. securities exchange
on which such security is so listed;

(3) if such security is not so listed on a U.S. national or
regional securities exchange, the closing sale price as reported by the
NASDAQ National Market;

(4) if such security is not so reported, the last quoted bid
price for such security in the over-the-counter market as reported by
the National Quotation Bureau or similar organization; or

<PAGE> 5
4

(5) if such bid price is not available, the average of the
mid-point of the last bid and ask prices of such security on such date
from at least three nationally recognized independent investment
banking firms retained for this purpose by the Company.

"Common Stock" means the Company's common stock, par value
$1.00 per share, as it exists on the date of this Supplemental Indenture and any
shares of any class or classes of capital stock of the Company resulting from
any reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided however, that if any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion of Debentures shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the number of shares of all such classes
resulting from all such reclassifications.

"Conversion Agent" means any Person authorized by the Company
to convert the Debentures in accordance with Article V.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Securities Act" means the Securities Act of 1933, as amended.

"Senior Debt" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred, created or assumed:

(a) all indebtedness of the Company for money borrowed
(including any indebtedness secured by a mortgage or other lien which
is given to secure all or part of the purchase price of property
subject thereto, whether given to the vendor of such property or to
another, or (ii) existing on property at the time of acquisition
thereof);

(b) all indebtedness of the Company evidenced by notes,
debentures, bonds or other securities;

(c) all lease obligations of the Company which are capitalized
on the books of the Company in accordance with generally accepted
accounting principles;

(d) all indebtedness of others of the kinds described in
either of the preceding clauses (a) or (b) and all lease obligations of
others of the kind described in the preceding clause (c) assumed by or
guaranteed in any manner by the Company or
<PAGE> 6
5

in effect guaranteed by the Company through an agreement to purchase,
contingent or otherwise;

(e) all obligations of the Company with respect to letters of
credit issued in connection with indebtedness of others of the kind
described in the preceding clauses (a) or (b) or leased obligations of
the kind described in the preceding clause (c); and

(f) all renewals, extensions or refundings of indebtedness of
the kinds described in any of the preceding clauses (a), (b) and (d),
all renewals or extensions of lease obligations of the kinds described
in either of the preceding clauses (c) and (d) and all renewals or
extensions of obligations with respect to letters of credit of the kind
described in the preceding clause (e);

unless, in the case of any particular indebtedness, lease, obligation, renewal,
extension or refunding, the instrument or lease creating or evidencing the same
or the assumption or guarantee of the same expressly provides that such
indebtedness, lease, obligation, renewal, extension or refunding is not superior
in right of payment to or is pari passu with the Debentures. Senior Debt shall
also not include any Debentures, any indebtedness or other obligations of the
Company to its Subsidiaries or the Company's 7.5% Convertible Subordinated
Debentures Due 2000 through 2014.

"Trading Day" means:

(1) if the applicable security is listed or admitted
for trading on The New York Stock Exchange or another national
security exchange, a day on which The New York Stock Exchange
or such other national security exchange is open for business;

(2) if the applicable security is quoted on the Nasdaq
National Market, a day on which trades may be made thereon; or

(3) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday
or Sunday or a day on which banking institutions in the State
of New York are authorized or obligated by law or executive
order to close.

Section 1.02. Effect of Headings.

The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.

Section 1.03. Successors and Assigns.

<PAGE> 7
6

All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.04. Separability.

In case any provision in this Supplemental Indenture or the
Debentures shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

Section 1.05. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the Trust Indenture Act of 1939, as
amended, such required provisions shall control.

Section 1.06. Benefits of Supplemental Indenture.

Nothing in this Supplemental Indenture, expressed or implied,
shall give to any person, other than the parties hereto and their successors
hereunder, holders of Senior Debt and the Holders of the Debentures any benefit
or any legal or equitable right, remedy or claim under this Supplemental
Indenture.

Section 1.07. Application of Supplemental Indenture.

This Supplemental Indenture shall take effect on the date
hereof, and shall, except with respect to Section 1.09, apply only to the
Debentures. This Supplemental Indenture shall have no effect on any other
Securities, whether originally issued prior to the date hereof or thereafter. If
any provision of this Supplemental Indenture is inconsistent with any provision
of the Indenture, then, to the extent permitted by the Indenture, the provision
in this Supplemental Indenture shall control.

SECTION 1.08. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND THE DEBENTURES SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS
SUPPLEMENTAL INDENTURE AND EACH SUCH DEBENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 1.09. Amendments to Indenture.

<PAGE> 8
7

Section 301 of the Indenture is hereby amended by deleting the
word "and" at the end of clause (13), by renumbering clause (14) of Section 301
as clause (15), and by inserting a new clause (14) as follows:

(14) whether the Securities of the series will be
subordinated to any other series; and

Section 901 of the Indenture is hereby amended by substituting
";or" for the period at the end of clause (g) and by inserting a new clause (h)
as follows:

(h) to comply with the provisions of Section 4.04 and
5.11 of the Fifth Supplemental Indenture dated February __, 2000,
between the Company and the Trustee.

ARTICLE II
The Debentures

Section 2.01. Title and Terms.

There is hereby created under the Indenture a series of
Securities known and designated as the "__% Convertible Subordinated Debentures
due 2010" of the Company. The aggregate principal amount of Debentures that may
be authenticated and delivered under this Indenture is limited to $
million, except for Debentures authenticated and delivered upon reregistration
of, transfer of, or in exchange for, or in lieu of, other Debentures pursuant to
Sections 305, 306, 307, 904 and 1103 of the Indenture.

The Stated Maturity for payment of principal of the Debentures
shall be ________, 2010 and the Debentures shall bear interest (computed on the
basis of a 360-day year of twelve 30-day months) at the rate of __% of the
principal amount per annum, from _______, 2000 or the most recent Interest
Payment Date to which interest has been paid or duly provided for, until the
principal amount thereof is paid at Maturity. Interest on the Debentures shall
be payable semi-annually in arrears on __________, and __________ of each year,
commencing ___________, 2000 (each, an "Interest Payment Date"), to the Persons
in whose names the Debentures (or any Predecessor Securities) are registered at
the close of business on the _________________ and __________ immediately
preceding such Interest Payment Date. Except as provided in this paragraph, if a
Holder converts its Debentures into Common Stock on any day other than an
Interest Payment Date, such Holder shall receive no interest that has accrued on
such Debentures. A Holder who converts a Debenture after a Regular Record Date
for an interest payment but prior to the corresponding Interest Payment Date,
shall be entitled to receive on the Interest Payment Date interest accrued and
paid on such Debentures, notwithstanding the conversion of such Debentures prior
to such Interest Payment Date. However, at the time such Holder surrenders such
Debentures for conversion, such Holder must pay to the

<PAGE> 9
8

Company an amount equal to the interest that has accrued and will be paid on the
Interest Payment Date on the Debentures being converted. However, the preceding
sentence shall not apply to Debentures that are converted after being called by
the Company for redemption. In addition, if the Redemption Date is prior to a
Regular Record Date for an Interest Payment Date, and prior to such Redemption
Date such Holder chooses to convert such Holder's Debentures, such Holder will
receive on the date that has been fixed for redemption the amount of interest
such Holder would have received if such Holder had not converted its Debentures.

The Debentures shall be initially issued in the form of one
or more Global Securities and the U.S. Depositary for the Debentures shall be
The Depository Trust Company, New York, New York.

The Debentures shall not be subject to any sinking fund.

The Debentures shall be issuable in denominations of $1000 and
integral multiples thereof.

The Debentures shall not be issued as Original Issue Discount
Securities or subject to defeasance as provided in Article Fifteen of the
Indenture.

The form of Debentures attached hereto as Exhibit A is hereby
adopted, as a form of Securities of a series that consists of Debentures.
Certain terms of the Debentures are set forth in the form of the Debentures.

With respect to the Debentures only and for the benefit of
only the Holders thereof, the failure on the part of the Company to observe or
perform any of the covenants or agreements on the part of the Company in this
Fifth Supplemental Indenture not otherwise specified in Section 501 of the
Indenture shall be an additional Event of Default with respect to the Debentures
as if and, for all purposes under the Indenture, to the same extent as if the
same were specified in paragraph (d) of such Section 501 of the Indenture.

ARTICLE III
Redemption of Debentures

Section 3.01. Right to Redeem.

At any time on or after ________, 2005, the Company may redeem
some or all of the Debentures on at least 30 but not more than 60 days' notice
given in accordance with Section 1102 of the Indenture, at the following
Redemption Prices (expressed in percentages of the principal amount).

<PAGE> 10
9

<TABLE>
<CAPTION>
During The Twelve Months Commencing Redemption Price
----------------------------------- ----------------
<S> <C>
_________, 2005..................................... %

_________, 2006..................................... %

_________. 2007..................................... %

_________, 2008..................................... %

_________, 2009..................................... 100%

</TABLE>

In addition, the Company shall pay interest on the Debentures
being redeemed. This Interest shall include interest accrued and unpaid to, but
excluding, the Redemption Date. If the Redemption Date is an Interest Payment
Date, the Company shall pay interest on the Debentures being redeemed to the
holder of record thereof on the next preceding Regular Record Date.

ARTICLE IV
Repurchase of Securities at the Option
of Holders upon a Change in Control

Section 4.01. Right to Require Repurchase.

In the event that a Change in Control shall occur, then each
Holder shall have the right, at the Holder's option, but subject to the
provisions of Section 4.02 and Section 4.03, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's Debentures not theretofore called for redemption, or any
portion of the principal amount thereof that is equal to $1,000 or any integral
multiple of $1,000 in excess thereof (provided that no single Debentures may be
repurchased in part unless the portion of the principal amount of such
Debentures to be Outstanding after such repurchase is equal to $1,000 or
integral multiples of $1,000 in excess thereof), on the date (the "Repurchase
Date") that is 45 days after the date of the Company Notice (as defined in
Section 4.03 hereof) at a purchase price equal to 100% of the principal amount
of the Debentures to be repurchased (the "Repurchase Price") plus interest
accrued and unpaid to, but excluding, the Repurchase Date. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the fulfillment
by the Company of the conditions set forth Section 4.02, by delivery of shares
of Common Stock having a fair market value equal to the Repurchase Price.

Section 4.02. Conditions to the Company's Election to Pay the
Repurchase Price in Common Stock.

The Company may elect to pay the Repurchase Price by delivery
of shares of Common Stock pursuant to Section 4.02 if and only if the following
conditions shall have been satisfied:

<PAGE> 11

(1) the shares of Common Stock deliverable in payment of the
Repurchase Price shall have a fair market value as of the Repurchase Date of not
less than the Repurchase Price. The fair market value of shares of Common Stock
shall be determined by the Company and shall be equal to 95% of the average of
the Closing Prices per share of Common Stock for the five consecutive Trading
Days immediately preceding and including the third Trading Day prior to the
Repurchase Date;

(2) the shares of Common Stock to be issued upon repurchase of
Debentures hereunder (i) shall not require registration under any federal
securities law before such shares may be freely transferable without being
subject to any transfer restrictions under the Securities Act of 1933, as
amended, upon repurchase or, if such registration is required, such registration
shall be completed and shall become effective prior to the Repurchase Date, and
(ii) shall not require registration with or approval or any governmental
authority under any state law or any other federal law before such shares may be
validly issued or delivered upon repurchase or if such registration is required
or such approval must be obtained, such registration shall be completed or such
approval shall be obtained prior to the Repurchase Date;

(3) the shares of Common Stock to be issued upon repurchase of
Debentures hereunder are, or shall have been, approved for quotation on the
Nasdaq National Market or listed on a national securities exchange, in any case,
prior to the Repurchase Date; and

(4) all shares of Common Stock which may be issued upon
repurchase of Debentures will be issued out of the Company's authorized but
unissued Common Stock and, will upon issue, be duly and validly issued and fully
paid and non-assessable and free of any preemptive or similar rights.

If all of the conditions set forth in this Section 4.02 are
not satisfied in accordance with the terms thereof, the Repurchase Price shall
be paid by the Company only in cash.

Section 4.03. Notices; Method of Exercising Repurchase Right,
Etc.

(a) Unless the Company shall have theretofore called for
redemption all of the Outstanding Debentures, on or before the 30th day after
the occurrence of a Change in Control, the Company or, at the request and
expense of the Company on or before the 30th day after such occurrence, the
Trustee, shall give to all Holders of Debentures notice (the "Company Notice")
of the occurrence of the Change in Control and of the repurchase right set forth
herein arising as a result thereof. The Company shall also deliver a copy of
such Company Notice to the Trustee.

Each Company Notice shall describe such Change in Control and
shall further state:

(i) the Repurchase Date,

<PAGE> 12
11

(ii) the date by which the repurchase right must be
exercised pursuant to Section 4.03(b),

(iii) the Repurchase Price, and whether the Repurchase
Price shall be paid by the Company in cash or by delivery of shares of Common
Stock,

(iv) a description of the procedure which a Holder
must follow to exercise a repurchase right, and the place or places where such
Debentures, are to be surrendered for payment of the Repurchase Price and
accrued and unpaid interest, if any, to, but excluding, the Repurchase Date,

(v) that on the Repurchase Date the Repurchase Price,
and accrued and unpaid interest, if any, will become due and payable upon each
such Debenture designated by the Holder to be repurchased, and that interest
thereon shall cease to accrue on and after said date, and

(vi) the Conversion Price (as defined in Section 5.01
hereof) then in effect, the date on which the right to convert the principal
amount of the Debentures to be repurchased will terminate and the place or
places where such Debentures may be surrendered for conversion.

No failure of the Company to give the foregoing
notices or defect therein shall limit any Holder's right to exercise a
repurchase right or affect the validity of the proceedings for the repurchase of
Debentures.

(b) To exercise a repurchase right, a Holder shall deliver to
the Trustee on or before the 30th day after the date of the Company Notice (i)
written notice of the Holder's exercise of such right, which notice shall set
forth the name of the Holder, the principal amount of the Debentures to be
repurchased (and, if any Debentures are to be repurchased in part, the serial
number thereof, the portion of the principal amount thereof to be repurchased
and the name of the Person in which the portion thereof to remain Outstanding
after such repurchase is to be registered) and a statement that an election to
exercise the repurchase right is being made thereby, and, in the event that the
Repurchase Price shall be paid in shares of Common Stock, the name or names
(with addresses) in which the certificate or certificates for shares of Common
Stock shall be issued, and (ii) the Debentures with respect to which the
repurchase right is being exercised. Such written notice shall be irrevocable,
except that the right of the Holder to convert the Debentures with respect to
which the repurchase right is being exercised shall continue until the close of
business on the Business Day immediately preceding the Repurchase Date.

(c) In the event a repurchase right shall be exercised in
accordance with the terms hereof, the Company shall pay or cause to be paid to
the Trustee the Repurchase Price in cash or shares of Common Stock, as provided
above, for payment to the Holder on the Repurchase Date or, if shares of Common
Stock are to be paid, as promptly after the Repurchase Date as practicable,
together with accrued and unpaid interest to, but excluding, the Repurchase Date
payable with respect

<PAGE> 13
12

to the Debentures as to which the repurchase right has been exercised; provided,
however, that installments of interest that mature on or prior to the Repurchase
Date shall be payable in cash to the Holders of such Debentures registered as
such at the close of business on the relevant Regular Record Date. The Company
covenants that, if the Repurchase Price is to be paid in cash, at least one
Business Day prior to the Repayment Date it will deposit with the Trustee or
with a Paying Agent an amount of money sufficient to pay the principal of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued and
unpaid interest on, all the Debentures or portions thereof, as the case may be,
to be repaid on such Repayment Date.

(d) If any Debenture (or portion thereof) surrendered for
repurchase shall not be so paid on the Repurchase Date, the principal amount of
such Debenture (or portion thereof, as the case may be) shall, until paid,
continue to bear interest to the extent permitted by applicable law from the
Repurchase Date at the rate per annum specified herein, and each Debenture shall
remain convertible into Common Stock until the principal of such Debenture (or
portion thereof, as the case may be) shall have been paid or duly provided for.

(e) Any Debentures which are to be repurchased only in part
shall be surrendered to the Trustee (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and make available for delivery to
the Holder of such Debentures without service charge, a new Debenture or
Debentures, containing identical terms and conditions, each in an authorized
denomination in aggregate principal amount equal to and in exchange for the
unrepurchased portion of the principal of the Debentures so surrendered.

(f) Any issuance of shares of Common Stock in respect of the
Repurchase Price shall be deemed to have been effected immediately prior to the
close of business on the Repurchase Date and the Person or Persons in whose name
or names any certificate or certificates for shares of Common Stock shall be
issuable upon such repurchase shall be deemed to have become on the Repurchase
Date the holder or holders of record of the shares represented thereby;
provided, however, that any surrender for repurchase on a date when the stock
transfer books of the Company shall be closed shall constitute the Person or
Persons in whose name or names the certificate or certificates for such shares
are to be issued as the record holder or holders thereof for all purposes at the
opening of business on the next succeeding day on which such stock transfer
books are open. No payment or adjustment shall be made for dividends or
distributions on any Common Stock issued upon repurchase of any Securities
declared prior to the Repurchase Date.

(g) No fractions of shares shall be issued upon repurchase of
Debentures. If more than one Debenture shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Common Stock, the number
of full shares which shall be issuable upon such repurchase shall be computed on
the basis of the aggregate principal amount of the Debentures so repurchased.

<PAGE> 14

Instead of any fractional share of Common Stock which would otherwise be
issuable on the repurchase of any Debenture or Debentures, the Company will
deliver to the applicable Holder its check for the current market value of such
fractional share. The current market value of a fraction of a share shall be
determined by multiplying the current market price of a full share by the
fraction, and rounding the result to the nearest cent. For purposes of this
Section, the current market price of a share of Common Stock shall be the
Closing Price per share of the Common Stock on the Trading Day immediately
preceding the Repurchase Date.

(h) Any issuance and delivery of certificates for shares of
Common Stock on repurchase of Debentures shall be made without charge to the
Holder of Debentures being repurchased for such certificates or for any tax or
duty in respect of the issuance or delivery of such certificates or the
Debentures represented thereby; provided, however, that the Company shall not be
required to pay any tax or duty which may be payable in respect of (i) income of
the Holder or (ii) any transfer involved in the issuance or delivery of
certificates for shares of Common Stock in a name other than that of the Holder
of the Debentures being repurchased, and no such issuance or delivery shall be
made unless and until the Person requesting such issuance or delivery has paid
to the Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

(i) All Debentures delivered for repurchase shall be delivered
to the Trustee to be canceled at the direction of the Trustee, which shall
dispose of the same as provided in Section 310 of the Indenture.

Section 4.04. Consolidation, Merger, Etc.

In the case of any consolidation, conveyance or sale of all or
substantially all of the assets of the Company or merger to which Article Eight
of the Indenture applies, in which the Common Stock of the Company is changed or
exchanged as a result into the right to receive shares of stock and other
securities or property or assets (including cash) which includes shares of
Common Stock of the Company or common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such shares of stock and other securities, property and assets (including
cash) (as determined by the Company, which determination shall be conclusive and
binding), then the Person formed by such consolidation or resulting from such
merger of which acquires the properties or assets (including cash) of the
Company, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture modifying the provisions of the Indenture in relation to
the right of Holders to cause the Company to repurchase the Debentures following
a Change in Control, including without limitation the applicable provisions of
this Article IV and the definitions of Common Stock and Change in Control, as
appropriate, and such other related definitions set forth herein and in the
Indenture as determined in good faith by the Company (which determination shall
be conclusive and binding), to make such provisions apply in the event of a

<PAGE> 15
14

subsequent Change in Control to the common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

ARTICLE V
Conversion of Debentures

Section 5.01. Conversion Right and Conversion Price.

Subject to and upon compliance with the provisions of this
Article, at the option of the Holder thereof, any Debenture or any portion of
the principal amount thereof which is $1,000 or an integral multiple of $1,000
may be converted at the principal amount thereof, or of such portion thereof,
into duly authorized, fully paid and nonassessable shares of Common Stock, at
the Conversion Price, determined as hereinafter provided, in effect at the time
of conversion. Such conversion right shall expire at the close of business on
_______, 2010.

In case a Debenture or portion thereof is called for
redemption, such conversion right in respect of the Debenture or the portion so
called, shall expire at the close of business on the second Business Day
preceding the Redemption Date, unless the Company defaults in making the payment
due upon redemption. In the case of a Change in Control for which the Holder
exercises its repurchase right with respect to a Debenture or portion thereof,
such conversion right in respect of the Debenture or portion thereof shall
expire at the close of business on the Business Day immediately preceding the
Repurchase Date.

The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal to $_________
per share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (1) of
Section 5.04 hereof.

Section 5.02. Exercise of Conversion Right.

The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency where Debentures may be presented for
conversion (the "Conversion Agent").

To exercise the conversion right, the Holder of any Debenture
to be converted shall surrender such Debenture duly endorsed or assigned to the
Company or in blank, at the office of the Conversion Agent, accompanied by a
duly signed conversion notice substantially in the form attached to the
Debentures to the Company stating that the Holder elects to convert such
Debenture or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted.

<PAGE> 16

Debentures surrendered for conversion during the period from
the close of business on any Regular Record Date to the opening of business on
the next succeeding Interest Payment Date (except in the case of any Debenture
whose Maturity is prior to such Interest Payment Date) shall be accompanied by
payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest to be received on such Interest
Payment Date on the principal amount of Debentures being surrendered for
conversion.

Debentures shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Debentures for
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Debentures as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, the
Company shall cause to be issued and delivered to such Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, together with payment in lieu of any fraction of a
share as provided in Section 5.03 hereof.

In the case of any Debenture which is converted in part only,
upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Debenture or Debentures of authorized denominations in aggregate principal
amount equal to the unconverted portion of the principal amount of such
Debentures.

The Company hereby initially appoints the Trustee as the
Conversion Agent.

Section 5.03. Fractions of Shares.

No fractional shares of Common Stock shall be issued upon
conversion of any Debenture or Debentures. If more than one Debenture shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issued upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Debentures (or specified portions
thereof) so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issued upon conversion of any Debenture or Debentures (or
specified portions thereof), the Company shall pay a cash adjustment in respect
of such fraction (calculated to the nearest one-100th of a share) in an amount
equal to the same fraction of the Closing Price of the Common Stock as of the
Trading Day immediately preceding the date of conversion.

Section 5.04. Adjustment of Conversion Price.

The Conversion Price shall be subject to adjustments,
calculated by the Company, from time to time as follows:

<PAGE> 17
16

(a) In case the Company shall hereafter pay a dividend or make
a distribution to all holders of the outstanding Common Stock in shares
of Common Stock, the Conversion Price in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution
shall be reduced by multiplying such Conversion Price by a fraction:

(i) the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on
the Record Date (as defined in Section 5.04(g)) fixed for such
determination, and

(ii) the denominator of which shall be the sum of such
number of shares and the total number of shares constituting
such dividend or other distribution.

Such reduction shall become effective immediately after the opening of
business on the day following the Record Date. If any dividend or
distribution of the type described in this Section 5.04(a) is declared
but not so paid or made, the Conversion Price shall again be adjusted
to the Conversion Price which would then be in effect if such dividend
or distribution had not been declared.

(b) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Conversion Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall
be proportionately reduced, and conversely, in case outstanding shares
of Common Stock shall be combined into a smaller number of shares of
Common Stock, the Conversion Price in effect at the opening of business
on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such
subdivision or combination becomes effective.

(c) In case the Company shall issue rights or warrants (other
than any rights or warrants referred to in Section 5.04(d)) to all
holders of its outstanding shares of Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities
convertible into Common Stock) at a price per share (or having a
conversion price per share) less than the Current Market Price (as
defined in Section 5.04(g)) on the Record Date fixed for the
determination of stockholders entitled to receive such rights or
warrants, the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in
effect at the opening of business on the date after such Record Date by
a fraction:

(i) the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on
the Record Date plus the number of

<PAGE> 18

shares which the aggregate offering price of the total number
of shares so offered for subscription or purchase (or the
aggregate conversion price of the convertible securities so
offered) would purchase at such Current Market Price, and

(ii) the denominator of which shall be the number of
shares of Common Stock outstanding on the close of business on
the Record Date plus the total number of additional shares of
Common Stock so offered for subscription or purchase (or into
which the convertible securities so offered are convertible).

Such adjustment shall become effective immediately after the opening of
business on the day following the Record Date fixed for determination
of stockholders entitled to receive such rights or warrants. To the
extent that shares of Common Stock (or securities convertible into
Common Stock) are not delivered pursuant to such rights or warrants,
upon the expiration or termination of such rights or warrants the
Conversion Price shall be readjusted to the Conversion Price which
would then be in effect had the adjustments made upon the issuance of
such rights or warrants been made on the basis of the delivery of only
the number of shares of Common Stock (or securities convertible into
Common Stock) actually delivered. In the event that such rights or
warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if
such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or
purchase shares of Common Stock at less than such Current Market Price,
and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration
received for such rights or warrants, the value of such consideration
if other than cash, to be determined by the Board of Directors.

(d) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of
capital stock of the Company (other than any dividends or distributions
to which Section 5.04(a) applies) or evidences of its indebtedness,
cash or other assets, including securities, but excluding (1) any
rights or warrants referred to in Section 5.04(c), (2) any stock,
securities or other property or assets (including cash) distributed in
connection with a reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance to which
Section 5.11 hereof applies and (3) dividends and distributions paid
exclusively in cash (the capital stock, evidences of indebtedness, cash
and other assets described in foregoing clauses (1), (2) and (3)
hereinafter in this Section 5.04(d) called the "assets"), then, in each
such case, subject to the second succeeding paragraph of this Section
5.04(d), the Conversion Price shall be reduced so that the same shall
be equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date
(as defined in Section 5.04(g)) with respect to such distribution by a
fraction:

<PAGE> 19
18

(i) the numerator of which shall be the Current Market
Price (determined as provided in Section 5.04(g)) on such date
less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and set
forth in a Board Resolution) on such date of the portion of
the assets so distributed applicable to one share of Common
Stock (determined on the basis of the number of shares of the
Common Stock outstanding on the Record Date), and

(ii) the denominator of which shall be such Current
Market Price.

Such reduction shall become effective immediately prior to the opening
of business on the day following the Record Date. However, in the event
that the then fair market value (as so determined) of the portion of
the assets so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made
so that each Holder shall have the right to receive upon conversion of
a Debenture (or any portion thereof) the amount of assets such Holder
would have received had such Holder converted such Debenture (or
portion thereof) immediately prior to such Record Date. In the event
that such dividend or distribution is not so paid or made, the
Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such dividend or distribution had not
been declared.

If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 5.04(d) by
reference to the actual or when issued trading market for any
securities comprising all or part of such distribution, it must in
doing so consider the prices in such market over the same period (the
"Reference Period") used in computing the Current Market Price pursuant
to Section 5.04(g) to the extent possible, unless the Board of
Directors in a Board Resolution determines in good faith that
determining the fair market value during the Reference Period would not
be in the best interest of the Holders.

Rights or warrants distributed by the Company to all
holders of Common Stock entitling the holders thereof to subscribe for
or purchase shares of the Company's capital stock (either initially or
under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events ("Trigger Event"):

(i) are deemed to be transferred with such shares of
Common Stock;

(ii) are not exercisable; and

(iii) are also issued in respect of future issuances
of Common Stock,

shall be deemed not to have been distributed (and no adjustment to the
Conversion Price will be required) until the occurrence of the earliest
Trigger Event. If such right or warrant is subject

<PAGE> 20
19

to subsequent events, upon the occurrence of which such right or
warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to
purchase a different number or amount of the foregoing or to purchase
any of the foregoing at a different purchase price, then the occurrence
of each such event shall be deemed to be the date of issuance and
Record Date with respect to a new right or warrant (and a termination
or expiration of the existing right or warrant without exercise by the
holder thereof). In addition, in the event of any distribution (or
deemed distribution) of rights or warrants, or any Trigger Event or
other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion
Price:

(1) in the case of any such rights or warrants which
shall all have been redeemed or repurchased without exercise
by any holders thereof, the Conversion Price shall be
readjusted upon such final redemption or repurchase to give
effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder of
Common Stock with respect to such rights or warrant (assuming
such holder had retained such rights or warrants), made to all
holders of Common Stock as of the date of such redemption or
repurchase, and

(2) in the case of such rights or warrants all of
which shall have expired or been terminated without exercise,
the Conversion Price shall be readjusted as if such rights and
warrants had never been issued.

(e) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash
that is distributed upon a reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or
conveyance to which Section 5.11 hereof applies or as part of a
distribution referred to in Section 5.04(d) hereof), in an aggregate
amount that, combined together with:

(1) the aggregate amount of any other such
distributions to all holders of Common Stock made exclusively
in cash within the 12 months preceding the date of payment of
such distribution, and in respect of which no adjustment
pursuant to this Section 5.04(e) has been made, and

(2) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose
determination shall be conclusive and set forth in a Board
Resolution) of consideration payable in respect of any tender
offer by the Company or any of its Subsidiaries for all or any
portion of the Common Stock concluded within the 12 months
preceding the date of such distribution, and in respect of
which no adjustment pursuant to Section 5.04(f) hereof has
been made,

<PAGE> 21
20

exceeds 15% of the product of the Current Market Price (determined as
provided in Section 5.04(g)) on the Record Date with respect to such
distribution times the number of shares of Common Stock outstanding on
such date, then and in each such case, immediately after the close of
business on such date, the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the close of business on such
Record Date by a fraction:

(i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal
to the quotient of (x) the excess of such combined amount over
such 15% and (y) the number of shares of Common Stock
outstanding on the Record Date, and

(ii) the denominator of which shall be equal to the
Current Market Price on such date.

However, in the event that the excess of such combined amount over such
15% applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion of a Security (or any portion
thereof) the amount of cash such Holder would have received had such
Holder converted such Security (or portion thereof) immediately prior
to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Conversion Price shall again be adjusted to be
the Conversion Price which would then be in effect if such dividend or
distribution had not been declared.

(f) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of the Common Stock shall expire
and such tender offer (as amended upon the expiration thereof) shall
require the payment to stockholders (based on the acceptance (up to any
maximum specified in the terms of the tender offer) of Purchased Shares
(as defined below)) of an aggregate consideration having a fair market
value (as determined by the Board of Directors, whose determination
shall be conclusive and set forth in a Board Resolution) that combined
together with:

(1) the aggregate of the cash plus the fair market
value (as determined by the Board of Directors, whose
determination shall be conclusive and set forth in a Board
Resolution), as of the expiration of such tender offer, of
consideration payable in respect of any other tender offers,
by the Company or any of its Subsidiaries for all or any
portion of the Common Stock expiring within the 12 months
preceding the expiration of such tender offer and in respect
of which no adjustment pursuant to this Section 5.04(f) has
been made, and

<PAGE> 22
21

(2) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash
within 12 months preceding the expiration of such tender offer
and in respect of which no adjustment pursuant to Section
5.04(e) has been made,

exceeds 15% of the product of the Current Market Price (determined as
provided in Section 5.04(g)) as of the last time (the "Expiration
Time") tenders could have been made pursuant to such tender offer (as
it may be amended) times the number of shares of Common Stock
outstanding (including any tendered shares) at the Expiration Time,
then, and in each such case, immediately prior to the opening of
business on the day after the date of the Expiration Time, the
Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration
Time by a fraction:

(i) the numerator of which shall be the number of
shares of Common Stock outstanding (including any tendered
shares) at the Expiration Time multiplied by the Current
Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, and

(ii) the denominator shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the acceptance
(up to any maximum specified in the terms of the tender offer)
of all shares validly tendered and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y)
the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) at the Expiration Time
and the Current Market Price of the Common Stock on the
Trading Day next succeeding the Expiration Time.

Such reduction (if any) shall become effective immediately prior to the
opening of business on the day following the Expiration Time. In the
event that the Company is obligated to purchase shares pursuant to any
such tender offer, but the Company is permanently prevented by
applicable law from effecting any such purchases or all such purchases
are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such tender offer had
not been made. If the application of this Section 5.04(f) to any tender
offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section
5.04(f).

(g) For purposes of this Section 5.04, the following terms
shall have the meanings indicated:

<PAGE> 23
22

(1) "Current Market Price" shall mean the average of
the daily Closing Prices per share of Common Stock for the ten
consecutive Trading Days immediately prior to the date in
question; provided, however, that if:

(i) the "ex" date (as hereinafter defined)
for any event (other than the issuance or
distribution requiring such computation) that
requires an adjustment to the Conversion Price
pursuant to Section 5.04(a), (b), (c), (d), (e) or
(f) occurs during such ten consecutive Trading Days,
the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by
multiplying such Closing Price by the same fraction
by which the Conversion Price is so required to be
adjusted as a result of such other event;

(ii) the "ex" date for any event (other than
the issuance or distribution requiring such
computation) that requires an adjustment to the
Conversion Price pursuant to Section 5.04(a), (b),
(c), (d), (e) or (f) occurs on or after the "ex" date
for the issuance or distribution requiring such
computation and prior to the day in question, the
Closing Price for each Trading Day on and after the
"ex" date for such other event shall be adjusted by
multiplying such Closing Price by the reciprocal of
the fraction by which the Conversion Price is so
required to be adjusted as a result of such other
event; and

(iii) the "ex" date for the issuance or
distribution requiring such computation is prior to
the day in question, after taking into account any
adjustment required pursuant to clause (i) or (ii) of
this proviso, the Closing Price for each Trading Day
on or after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the fair
market value (as determined by the Board of Directors
in a manner consistent with any determination of such
value for purposes of Section 5.04(d) or (f), whose
determination shall be conclusive and set forth in a
Board Resolution) of the evidences of indebtedness,
shares of capital stock or assets being distributed
applicable to one share of Common Stock as of the
close of business on the day before such "ex" date.

For purposes of any computation under Section 5.04(f), the
Current Market Price of the Common Stock on any date shall be
deemed to be the average of the daily Closing Prices per share
of Common Stock for such day and the next two succeeding
Trading Days; provided, however, that if the "ex" date for any
event (other than the tender offer requiring such computation)
that requires an adjustment to the Conversion Price pursuant
to Section 5.04(a), (b), (c), (d), (e) or (f) occurs on or
after the Expiration Time for the tender or exchange offer
requiring such computation and prior to the day in question,
the Closing Price for each Trading Day on and after the "ex"
date for such

<PAGE> 24

other event shall be adjusted by multiplying such Closing
Price by the reciprocal of the fraction by which the
Conversion Price is so required to be adjusted as a result of
such other event. For purposes of this paragraph, the term
"ex" date, when used:

(A) with respect to any issuance or
distribution, means the first date on which the
Common Stock trades regular way on the relevant
exchange or in the relevant market from which the
Closing Price was obtained without the right to
receive such issuance or distribution;

(B) with respect to any subdivision or
combination of shares of Common Stock, means the
first date on which the Common Stock trades regular
way on such exchange or in such market after the time
at which such subdivision or combination becomes
effective, and

(C) with respect to any tender or exchange
offer, means the first date on which the Common Stock
trades regular way on such exchange or in such market
after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments
to the Conversion Price are called for pursuant to this
Section 5.04, such adjustments shall be made to the Current
Market Price as may be necessary or appropriate to effectuate
the intent of this Section 5.04 and to avoid unjust or
inequitable results as determined in good faith by the Board
of Directors.

(2) "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length
transaction.

(3) "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which
the holders of Common Stock have the right to receive any
cash, securities or other property or in which the Common
Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other
property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property
(whether such date is fixed by the Board of Directors or by
statute, contract or otherwise).

(h) The Company may make such reductions in the Conversion
Price, in addition to those required by Sections 5.04(a), (b), (c),
(d), (e) or (f), as the Board of Directors considers to be advisable to
avoid or diminish any income tax to holders of Common Stock or rights
to purchase Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such
for income tax purposes.

<PAGE> 25

To the extent permitted by applicable law, the Company from
time to time may reduce the Conversion Price by any amount for any
period of time if the period is at least 20 days and the reduction is
irrevocable during the period and the Board of Directors determines in
good faith that such reduction would be in the best interests of the
Company, which determination shall be conclusive and set forth in a
Board Resolution. Whenever the Conversion Price is reduced pursuant to
the preceding sentence, the Company shall mail to the Trustee and each
Holder at the address of such Holder as it appears in the Security
Register a notice of the reduction at least 15 days prior to the date
the reduced Conversion Price takes effect, and such notice shall state
the reduced Conversion Price and the period during which it will be in
effect.

(i) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which
by reason of this Section 5.04(i) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Article V shall be made by the Company and
shall be made to the nearest cent or to the nearest one hundredth of a
share, as the case may be. No adjustment need be made for a change in
the par value or no par value of the Common Stock. To the extent the
Debentures become convertible into the right to receive cash, no
adjustment need be made thereafter as to the cash. Interest shall not
accrue on the cash.

(j) In any case in which this Section 5.04 provides that an
adjustment shall become effective immediately after a Record Date for
an event, the Company may defer until the occurrence of such event (i)
issuing to the Holder of any Debenture converted after such Record Date
and before the occurrence of such event the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (ii) paying
to such Holder any amount in cash in lieu of any fraction pursuant to
Section 5.03 hereof.

(k) For purposes of this Section 5.04, the number of shares of
Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the
Company.

(l) If the distribution date for the rights provided in the
Company's rights agreement, if any, occurs prior to the date a
Debenture is converted, the Holder of the Debenture who converts such
Debenture after the distribution date shall not be entitled to receive
the rights that would otherwise be attached (but for the date of
conversion) to the shares of Common Stock received upon such
conversion; provided, however, that an adjustment shall be made to the
Conversion Price pursuant to clause 5.04(c) as if the rights

<PAGE> 26
25

were being distributed to the common stockholders of the Company
immediately prior to such conversion. If such an adjustment is made and
the rights are later redeemed, invalidated or terminated, then a
corresponding reversing adjustment shall be made to the Conversion
Price, on an equitable basis, to take account of such event.

Section 5.05. Notice of Adjustments of Conversion Price.

Whenever the Conversion Price is adjusted as herein provided
(other than in the case of an adjustment pursuant to the second paragraph of
Section 5.04(h) for which the notice required by such paragraph has been
provided), the Company shall promptly file with the Trustee and the Conversion
Agent other than the Trustee an Officers' Certificate setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon which such
adjustment is based. Promptly after delivery of such Officers' Certificate, the
Company shall prepare a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price and the date on which
each adjustment becomes effective, and shall mail such notice to each Holder at
the address of such Holder as it appears in the Security Register within 20 days
of the effective date of such adjustment. Failure to deliver such notice shall
not effect the legality or validity of any such adjustment.

Section 5.06. Notice Prior to Certain Actions.

In case at any time after the date hereof:

(1) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of
its capital surplus or its consolidated retained earnings;

(2) the Company shall authorize the granting to all of the
holders of its Common Stock of rights or warrants to subscribe for or
purchase any shares of capital stock of any class (or of securities
convertible into shares of capital stock of any class) or of any other
rights;

(3) there shall occur any reclassification of the Common Stock
of the Company (other than a subdivision or combination of its
outstanding Common Stock, a change in par value, a change from par
value to no par value or a change from no par value to par value), or
any merger, consolidation, statutory share exchange or combination to
which the Company is a party and for which approval of any shareholders
of the Company is required, or the sale, transfer or conveyance of all
or substantially all of the assets of the Company; or

(4) there shall occur the voluntary or involuntary
dissolution, liquidation or winding up of the Company;

<PAGE> 27

the Company shall cause to be filed with the Conversion Agent, and shall cause
to be provided to the Trustee and all Holders, at least 20 days (or 10 days in
any case specified in clause (1) or (2) above) prior to the applicable record or
effective date hereinafter specified, a notice stating:

(A) the date on which a record is to be taken for the purpose
of such dividend, distribution, rights or warrants, or, if a record is
not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or
warrants are to be determined, or

(B) the date on which such reclassification, merger,
consolidation, statutory share exchange, combination, sale, transfer,
conveyance, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon
such reclassification, merger, consolidation, statutory share exchange,
sale, transfer, dissolution, liquidation or winding up.

Neither the failure to give such notice nor any defect therein
shall affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 5.06.

Section 5.07. Company to Reserve Common Stock.

The Company shall at all times use its best efforts to reserve
and keep available, free from preemptive rights, out of its authorized but
unissued Common Stock, for the purpose of effecting the conversion of
Debentures, the full number of shares of fully paid and nonassessable Common
Stock then issuable upon the conversion of all Outstanding Debentures.

Section 5.08. Taxes on Conversions.

Except as provided in the next sentence, the Company will pay
any and all taxes (other than taxes on income) and duties that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Debentures pursuant hereto. A Holder delivering a Debenture for conversion shall
be liable for and will be required to pay any tax or duty which may be payable
in respect of any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that of the Holder of the Debenture or
Debentures to be converted, and no such issue or delivery shall be made unless
the Person requesting such issue has paid to the Company the amount of any such
tax or duty, or has established to the satisfaction of the Company that such tax
or duty has been paid.

Section 5.09. Covenant as to Common Stock.

<PAGE> 28

The Company covenants that all shares of Common Stock which
may be issued upon conversion of Debentures will upon issue be fully paid and
nonassessable and, except as provided in Section 5.08, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

Section 5.10. Cancellation of Converted Debentures.

All Debentures delivered for conversion shall be delivered by
the Conversion Agent to the Trustee to be canceled and thereafter destroyed.

Section 5.11. Effect of Reclassification, Consolidation,
Merger or Sale.

If any of following events occur, namely:

(i) any reclassification or change of the outstanding shares
of Common Stock (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a
subdivision or combination),

(ii) any merger, consolidation, statutory share exchange or
combination of the Company with another corporation as a result of
which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to
or in exchange for such Common Stock or

(iii) any sale or conveyance of the properties and assets of
the Company as, or substantially as, an entirety to any other
corporation as a result of which holders of Common Stock shall be
entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock,

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture providing that each
Debenture shall be convertible into the kind and amount of shares of stock and
other securities or property or assets (including cash) which the Holder would
have been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had
such Debenture been converted into Common Stock immediately prior to such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance assuming the holder of such Common Stock did not
exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such merger, consolidation, statutory
share exchange, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such merger, consolidation,
statutory share exchange, sale or conveyance is not the same for each share of
Common Stock in respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this Section 5.11 the
kind and amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, sale or conveyance for each

<PAGE> 29

Non-Electing Share shall be deemed to be the kind and amount so receivable per
share by a plurality of the Non-Electing Shares). Such supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article V. If, in the case
of any such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, the stock or other securities and
assets receivable thereupon by a holder of shares of Common Stock includes
shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Debentures as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the address of such
Holder as it appears on the Securities Register, within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture.

The above provisions of this Section shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

If this Section 5.11 applies to any event or occurrence,
Section 5.04 hereof shall not apply.

Section 5.12. Responsibility of Trustee for Conversion Provisions.

The Trustee and the Conversion Agent shall not at any time be
under any duty or responsibility to any Holder of Debentures to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or intent of any such adjustments when
made, or with respect to the method employed, or herein or in any other
supplemental indenture provided to be employed, in making the same. Neither the
Trustee nor the Conversion Agent shall be accountable with respect to the
validity or value (of the kind or amount) of any Common Stock, or of any other
securities or property, which may at any time be issued or delivered upon the
conversion of any Debenture; and it or they do not make any representation with
respect thereto. Neither the Trustee nor the Conversion Agent shall be
responsible for any failure of the Company to make any cash payment or to issue,
transfer or deliver any shares of stock or share certificates or other
securities or property upon the surrender of any Debenture for the purpose of
conversion; and the Trustee and the Conversion Agent shall not be responsible or
liable for any failure of the Company to comply with any of the covenants of the
Company contained in this Article.

<PAGE> 30

29
ARTICLE VI
SUBORDINATION

6.01. Section Agreement of Subordination.

The Company covenants and agrees, and each holder of
Debentures issued hereunder by his acceptance thereof likewise covenants and
agrees, that all Debentures shall be issued subject to the provisions of this
Article VI; and each Person holding any Debenture, whether upon original issue
or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

The payment of the principal of, premium, if any, and interest
on all Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Debt, whether outstanding at the date of
this Supplemental Indenture or thereafter incurred, and the priorities expressed
in Section 704 of the Indenture shall be deemed, in relation to the Debentures,
to be amended so that, if the Trustee collects any moneys pursuant to Article
Five of the Indenture, then it shall pay out the moneys to the holders of Senior
Debt to the extent required by this Article VI as a second priorty.

No provision of this Article Six shall prevent the occurrence
of any default or Event of Default hereunder.

6.02. Section Payments to Debentureholders.

In the event and during the continuation of any default in the
payment of principal, premium, interest or any other payment due on any Senior
Debt continuing beyond the period of grace, if any, specified in the instrument
or lease evidencing such Senior Debt, unless and until such default shall have
been cured or waived or shall have ceased to exist, and in the event that the
maturity of any Senior Debt has been accelerated because of a default, then no
payment shall be made by the Company with respect to the principal (including
redemption and repurchase payments) of, or premium, if any, or interest on the
Debentures.

During the continuance of any other event of default with
respect to Senior Debt for which maturity may be accelerated immediately, upon
receipt by the Trustee of written notice from the trustee or other
representative for the holders of such Senior Debt, no payment which would be
prohibited if any Senior Debt has not been paid (as set out in the immediately
preceding paragraph) may be made by or on behalf of the Company upon or in
respect of the Debentures for a period commencing on the date of receipt of such
notice and ending 90 days thereafter (unless such period shall be terminated by
written notice to the Trustee from such trustee or other representative or such
holders); however, if the maturity of any such Senior Debt is not accelerated
within 90 days following the due date of payments prevented by such event of
default and notice, the Company may resume payments on the Debentures.

<PAGE> 31

Upon any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Debt shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made on account of the
principal (and premium, if any) or interest on the Debentures; and upon any such
dissolution or winding-up or liquidation or reorganization any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Debentures
or the Trustee would be entitled, except for the provisions of this Article VI,
shall (except as provided in the final paragraph of this Section 6.02) be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the holders of
the Debentures or by the Trustee if received by them or it, directly to the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amounts of Senior Debt held by such holders, as calculated by the Company).

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing paragraphs of this
Section 6.02, shall be received by the Trustee or the Holders of the Debentures
before all Senior Debt is paid in full, or provision is made for such payment in
money in accordance with its terms, such payment or distribution (subject to the
provisions of Section 6.05) shall be held in trust for the benefit of and shall
be paid over or delivered to the holders of Senior Debt or their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any Senior Debt may have been issued, as
their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay all Senior Debt in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Debt.

For purposes of this Article VI, the words, cash, property or
securities shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article VI with respect
to the Debentures to the payment of all Senior Debt which may at the time be
outstanding; provided that the Senior Debt is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and the rights of
the holders of the Senior Debt (other than leases) and of leases which are
assumed are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article Eight of the Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 6.02 if such other corporation shall, as a

<PAGE> 32

part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Eight of the Indenture.

Section 6.03. Subrogation of Debentures.

Subject to the payment in full of all Senior Debt then due,
the rights of the holders of the Debentures shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Debt until the
principal of (and premium, if any) and interest on the Debentures shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Debt of any cash, property or securities to which
the Holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article VI, and no payment over pursuant to the provisions of
this Article VI, to or for the benefit of the holders of Senior Debt by holders
of the Debentures or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Debt, and the Holders of the Debentures, be deemed
to be a payment by the Company to or on account of the Senior Debt. It is
understood that the provisions of this Article VI are and are intended solely
for the purpose of defining the relative rights of the Holders of the
Debentures, on the one hand, and the holders of the Senior Debt, on the other
hand.

Nothing containing in this Article VI or elsewhere in this
Supplemental Indenture or the Indenture or in the Debentures is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Debt, and the Holders of the Debentures, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Debentures the
principal of (and premium, if any) and interest on the Debentures as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Debentures
and creditors of the Company other than the holders of the Senior Debt, nor
shall anything herein or therein prevent the Trustee or the Holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon default under the Indenture, subject to the rights, if any, under this
Article VI of the holders of Senior Debt in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article VI, the Trustee and the Holders of the Debentures
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Debentures, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Debt and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
VI.

<PAGE> 33
32

Section 6.04. Authorization by Debentureholders.

Each Holder of a Debenture by his acceptance thereof
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article VI and appoints the Trustee his attorney-in-fact for any and all such
purposes.

Section 6.05. Notice to Trustee.

The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article VI. Notwithstanding the provisions of this Article VI
or any other provision of this Supplemental Indenture or the Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of the Article VI, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder or holders of Senior Debt or from any representative or
trustee therefor; and before the receipt of any such written notice, the Trustee
shall be entitled in all respects to assume that no such facts exist; provided
that if on a date not fewer than three business days prior to the date upon
which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Debenture) the Trustee shall not have received, with
respect to such monies, the notice provided for in this Section 6.05, then,
anything contained in this Supplemental Indenture or the Indenture to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.

Notwithstanding anything to the contrary set forth in this
Supplemental Indenture or the Indenture, nothing shall prevent any payment by
the Company or the Trustee to the Debentureholders of monies in connection with
a redemption of Debentures if notice of such redemption has been given prior to
the receipt by the Trustee of written notice as aforesaid, and such notice of
redemption is given not earlier than 60 days before the Redemption Date.

The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior Debt
(or a representative or trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Debt or a representative or trustee
on behalf of any such holder or holders. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article VI, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or

<PAGE> 34
33

distribution and any other facts pertinent to the rights of such Person under
this Article VI, and if such evidence is not furnished the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

Section 6.06. Trustees Relation to Senior Debt.

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article VI in respect of any Senior Debt at any
time held by it, to the same extent as any other holder of Senior Debt.

With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article VI, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and the Trustee shall not be liable
to any holder of Senior Indebtedness if it shall pay over or deliver to holders
of Debentures, the Company or any other Person, money or assets to which any
holder of Senior Debt shall be entitled by virtue of this Article VI or
otherwise.

Section 6.07. No Impairment of Subordination.

No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Supplemental Indenture or the Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

Section 6.08. Acceleration of Payment of Debentures.

If payment of the Debentures is accelerated because of an
Event of Default, the Company shall, or shall cause the Trustee to, promptly
notify holders of Senior Debt of the acceleration. The Company may not pay the
Debentures until 30 days after the acceleration occurs (if any Senior Debt
remains outstanding) and thereafter may pay the Debentures only if otherwise
permitted by this Article VI.

ARTICLE VII
Miscellaneous

Section 7.01. Confirmation of Indenture.

<PAGE> 35
34

The Indenture, as supplemented and amended by this Fifth
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed, and the Indenture, this Fifth Supplemental
Indenture and all other indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.

Section 7.02. Concerning the Trustee.

The Trustee assumes no duties, responsibilities or liabilities
by reason of this Fifth Supplemental Indenture other than as set forth in the
Indenture.

The recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
same, except for the recital indicating the Trustee's approval of the form of
this Fifth Supplemental Indenture. The Trustee makes no representation as to the
validity of this Fifth Supplemental Indenture.

The Trustee accepts the trust created by the Indenture, as
supplemented by this Fifth Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
Fifth Supplemental Indenture.

------------------------

This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

<PAGE> 36

IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

KERR-McGEE CORPORATION

By:
--------------------------------
Name:
Title:

Attest:
--------------------------
Name:
Title:

CITIBANK, N.A.,
as Trustee

By:
--------------------------------
Name:
Title:

<PAGE> 37
STATE OF OKLAHOMA )
) SS.:
COUNTY OF OKLAHOMA )

On the ___ day of __________, 2000, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
she/he is the _________ of KERR-McGEE CORPORATION, one of the corporations
described in and which executed the foregoing instrument; that she/he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that she/he signed her/his name thereto by like authority.

-----------------------
Notary Public

SEAL
<PAGE> 38
EXHIBIT A

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

<PAGE> 39

KERR-McGEE CORPORATION

____% Convertible Subordinated Debenture due 2010

CUSIP No. 492386 AP 2 $
----------------

KERR-McGEE CORPORATION, a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___________________,
or its registered assigns, the principal sum of ________________ U.S. Dollars
[or such greater or lesser amount as is indicated on the Schedule of Exchanges
attached hereto](1) ($_____________) on , 2010.

Interest Payment Dates: and , commencing , 2000

Regular Record Dates: and

Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

- -------------------
(1) This phrase should be included only if the Debenture is issued in global
form.
<PAGE> 40

IN WITNESS WHEREOF, the Company has caused this Debenture to
be duly executed manually or by facsimile by its duly authorized officers.
.

KERR-McGEE CORPORATION

By:
--------------------------------
Name:
Title:

Attest:

By:
--------------------------------

Trustee's Certificate of Authentication

This is one of the % Convertible Subordinated Debentures due 2010
described in the within-named Indenture.

CITIBANK, N.A.,
as Trustee

By:
---------------------------------
Authorized Signatory

Dated: , 2000

<PAGE> 41
[REVERSE OF DEBENTURE]

KERR-McGEE CORPORATION

% Convertible Subordinated Debenture due 2010

Capitalized terms used herein but not defined shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.

1. Principal and Interest.

Kerr-McGee Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Debenture
at a rate of ___% per annum from _______, 2000 or the most recent Interest
Payment Date to which interest has been duly paid or provided for until
repayment at Stated Maturity, redemption or repurchase. The Company will pay
interest on this Debenture semiannually in arrears on and
of each year, commencing , 2000.

The Company shall pay interest (including post-petition
interest in any proceeding under Title 11, U.S.C., or any similar federal or
state law for the relief of debts) on overdue principal on this Debenture and
premium, if any, from time to time on demand at the rate per annum specified in
the next preceding paragraph, and it shall pay interest (including post-petition
interest in any proceeding under Title 11, U.S.C., or any similar federal or
state law for the relief of debts) on overdue installments of interest hereon
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful.

Interest on the Debentures shall be computed on the basis of a
360-day year of twelve 30-day months.

Except as provided in this paragraph, if a Holder converts its
Debentures into Common Stock on any day other than an Interest Payment Date,
such Holder shall receive no interest that has accrued on such Debentures. A
Holder who converts a Debenture after a Regular Record Date for an interest
payment but prior to the corresponding Interest Payment Date, shall be entitled
to receive on the Interest Payment Date interest accrued and paid on such
Debentures, notwithstanding the conversion of such Debentures prior to such
Interest Payment Date. However, at the time such Holder surrenders such
Debentures for conversion, such Holder must pay to the Company an amount equal
to the interest that has accrued and will be paid on the Interest Payment Date
on the Debentures being converted. However, the preceding sentence shall not
apply to Debentures that are converted after being called by the Company for
redemption. In addition, if the Redemption Date is prior to a Regular Record
Date for an Interest Payment Date, and prior to such Redemption Date such Holder
chooses to convert such Holder's Debentures, such Holder will receive on the
date that has been fixed for redemption the amount of interest such Holder would
have received if such Holder had not converted its Debentures.

<PAGE> 42
2

2. Method of Payment.

Interest on any Debenture which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Debenture (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

Principal of, and premium, if any, and interest on, Global
Securities will be payable to the U.S. Depositary in immediately available
funds.

Principal and premium, if any, on definitive securities will
be payable at the office or agency of the Company maintained for such purpose,
initially the Corporate Trust Office of the Trustee. Interest on definitive
securities will be payable by (i) U.S. Dollar check drawn on a bank in The City
of New York mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register, or (ii) upon application to the Security
Registrar by a Holder of an aggregate principal amount in excess of $5,000,000,
wire transfer in immediately available funds.

3. Paying Agent, Conversion Agent and Security Registrar.

Initially, Citibank, N.A., the Trustee under the Indenture,
will act as Paying Agent, Conversion Agent and Security Registrar. The Company
may change the Paying Agent, Conversion Agent or Security Registrar without
notice to any Holder.

4. Indenture.

The Company issued this Debenture under an Indenture, dated as
of August 1, 1982, as amended (the "Indenture"), between the Company and
Citibank, N.A., as trustee (the "Trustee"). The terms of the Debenture include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. This Debenture is subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Debenture and the terms of
the Indenture, the terms of the Indenture shall control.

5. Optional Redemption.

At any time on or after ________, 2005, the Company may redeem
some or all of the Debentures on at least 30 but not more than 60 days' notice,
at the following redemption prices (expressed in percentages of the principal
amount).

<PAGE> 43

<TABLE>
<CAPTION>
During The Twelve Months Commencing Redemption Price
----------------------------------- ----------------

<S> <C>
_________, 2005..................................... %

_________, 2006..................................... %

_________. 2007..................................... %

_________, 2008..................................... %

_________, 2009..................................... 100%
</TABLE>

In addition, the Company shall pay interest on the Debentures
being redeemed.

Debentures in original denominations larger than $1,000 may be
redeemed in part. If any Debenture selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Debenture so selected, the converted portion of such Debenture shall be
deemed to be the portion selected for redemption (provided, however, that the
Holder of such Debenture so converted and deemed redeemed shall not be entitled
to any additional interest payment as a result of such deemed redemption than
such Holder would have otherwise been entitled to receive upon conversion of
such Debenture). Debentures which have been converted during a selection of
Debentures to be redeemed may be treated by the Trustee as Outstanding for the
purpose of such selection.

On and after the Redemption Date, interest ceases to accrue on
Debentures or portions of Debentures called for redemption, unless the Company
defaults in the payment of the Redemption Price.

Notice of redemption will be given by the Company to the
Holders as provided in the Indenture.

6. Repurchase Right Upon a Change in Control.

If a Change in Control occurs, the Holder of this Debenture,
at the Holder's option, shall have the right, in accordance with the provisions
of the Indenture, to require the Company to repurchase this Debenture (or any
portion of the principal amount hereof that is at least $1,000 or an integral
multiple thereof, provided that the portion of the principal amount of this
Debenture to be Outstanding after such repurchase is at least equal to $1,000)
at the Repurchase Price in cash, plus any interest accrued and unpaid to the
Repurchase Date.

Subject to the conditions provided in the Indenture, the
Company may elect to pay the Repurchase Price by delivering a number of shares
of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the
average of the Closing Prices per share for the five consecutive Trading Days
immediately preceding and including the third Trading Day prior to the
Repurchase Date.

<PAGE> 44

No fractional shares of Common Stock will be issued upon
repurchase of any Debentures. Instead of any fractional share of Common Stock
which would otherwise be issued upon repurchase of such Debentures, the Company
shall pay a cash adjustment as provided in the Indenture.

A notice will be given by the Company to the Holders as
provided in the Indenture. To exercise a repurchase right, a Holder must deliver
to the Trustee a written notice as provided in the Indenture.

7. Conversion Rights.

Subject to and upon compliance with the provisions of the
Indenture, each Holder of Debentures is entitled, at such Holder's option, at
any time before the close of business on , 2010, to convert the Holder's
Debentures (or any portion of the principal amount hereof which is $1,000 or an
integral multiple thereof), at the principal amount thereof or of such portion,
into duly authorized, fully paid and nonassessable shares of Common Stock of the
Company at the Conversion Price in effect at the time of conversion.

In the case of a Debenture (or a portion thereof) called for
redemption, such conversion right in respect of the Debenture (or such portion
thereof) so called, shall expire at the close of business on the second Business
Day preceding the Redemption Date, unless the Company defaults in making the
payment due upon redemption. In the case of a Change in Control for which the
Holder exercises its Repurchase Right with respect to a Debenture (or a portion
thereof), such conversion right in respect of the Debenture (or portion thereof)
shall expire at the close of business on the Business Day preceding the
Repurchase Date.

The Conversion Price shall be initially equal to $ per
share of Common Stock. The Conversion Price shall be adjusted under certain
circumstances as provided in the Indenture.

To exercise the conversion right, the Holder must surrender
the Debenture (or portion thereof) duly endorsed or assigned to the Company or
in blank, at the office of the Conversion Agent, accompanied by a duly signed
conversion notice to the Company.

No fractional shares of Common Stock will be issued upon
conversion of any Debentures. Instead of any fractional share of Common Stock
which would otherwise be issued upon conversion of such Debentures, the Company
shall pay a cash adjustment as provided in the Indenture.

8. Subordination.

The Indebtedness evidenced by this Debenture is, to the extent
and in the manner provided in the Indenture, subordinated and subject in right
of payment to the prior payment in full of all

<PAGE> 45

amounts then due on all Senior Debt of the Company, and this Debenture is issued
subject to such provisions of the Indenture with respect thereto. Each Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.

9. Events of Default and Remedies.

If any Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of all the Debenture may be
declared due and payable immediately in the manner and with the effect provided
in the Indenture.

10. Amendments and Waivers.

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights of the
Holders of the Debentures at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Debentures. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding, on behalf of the Holders of all the Debentures, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Debenture shall be conclusive and binding upon such
Holder and upon all future Holders of this Debenture and of any Debenture issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Debenture.

11. Denominations; Transfer; Exchange.

The Debentures are issuable in registered form, without
coupons, in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of Debentures in
accordance with the Indenture. The Security Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.

In the event of a redemption in part, the Company will not be
required (a) to register the transfer of, or exchange, Debentures for a period
of 15 days immediately preceding any selection of Debentures for such
redemption, or (b) to register the transfer of, or exchange, any such
Debentures, or portion thereof, called for redemption.

<PAGE> 46

In the event of redemption, conversion or repurchase of the
Debentures in part only, a new Debenture or Debentures for the unredeemed,
unconverted or unrepurchased portion thereof will be issued in the name of the
Holder hereof.

12. Persons Deemed Owners.

The registered Holder of this Debenture shall be treated as
its owner for all purposes.

13. Abbreviations.

Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COMMITTEE (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian) and U/G/M/A (=Uniform Gifts to Minors
Act).

14. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on
Uniform Debenture Identification Procedures, the Company has caused a CUSIP
number to be printed on this Debenture and the Trustee may use CUSIP numbers in
notices of redemption or repurchase as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
this Debenture or as contained in any notice of redemption or repurchase and
reliance may be placed only on the other identification numbers placed thereon.

15. Governing Law.

The Indenture and this Debenture shall be governed by, and
construed in accordance with, the law of the State of New York.

<PAGE> 47

ASSIGNMENT FORM

To assign this Debenture, fill in the form below and have your
signature guaranteed: (I) or (we) assign and transfer this Debenture to:

- --------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Debenture on the books of the Company. The agent may
substitute another to act for him.

Dated: Your Name:
--------------------- ---------------------------------
(Print your name exactly as it appears on the
face of this Debenture)

Your Signature:
-----------------------------
(Sign exactly as your name appears on the
face of this Debenture)

Signature Guarantee*:
-----------------------

* Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

<PAGE> 48

CONVERSION NOTICE

TO: KERR-McGEE CORPORATION
Kerr-McGee Center
Oklahoma City, Oklahoma 73125

The undersigned registered owner of this Debenture hereby
irrevocably exercises the option to convert this Debenture, or the portion
hereof (which is $1,000 principal amount or an integral multiple thereof) below
designated, into shares of Common Stock in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon such conversion, together with any check in payment for
fractional shares and any Debentures representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Debenture not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid to the undersigned on account of
interest accompanies this Debenture.

Dated: Your Name:
--------------------- ---------------------------------
(Print your name exactly as it appears on the
face of this Debenture)

Your Signature:
-----------------------------
(Sign exactly as your name appears on the
face of this Debenture)

Signature Guarantee*:
-----------------------

Social Security or other Taxpayer
Identification Number:
----------------------

Principal amount to be converted (if less than all): $

* Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

<PAGE> 49
2

Fill in for registration of shares (if to be issued) and Debentures (if to be
delivered) other than to and in the name of the registered holder:

--------------------------------------------
(Name)

--------------------------------------------
(Street Address)

--------------------------------------------
(City, State and Zip Code)

--------------------------------------------
(Taxpayer Identification Number)
<PAGE> 50

NOTICE OF EXERCISE OF REPURCHASE RIGHT

TO: KERR-McGEE CORPORATION
Kerr-McGee Center
Oklahoma City, Oklahoma 73125

The undersigned registered owner of this Debenture hereby
irrevocably acknowledges receipt of a notice from Kerr-McGee Corporation (the
"Company") as to the occurrence of a Change in Control with respect to the
Company and requests and instructs the Company to repay the entire principal
amount of this Debenture, or the portion thereof (which is $1,000 principal
amount or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture referred to in this Debenture, together with interest
accrued and unpaid to, but excluding, such date, to the registered holder
hereof, in cash or, at the Company's option, in Common Stock, unless a different
name has been indicated below. If shares or any portion of this Debenture not
repurchased are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto.

Dated: Your Name:
--------------------- ---------------------------------
(Print your name exactly as it appears on the
face of this Debenture)

Your Signature:
-----------------------------
(Sign exactly as your name appears on the
face of this Debenture)

Signature Guarantee*:
-----------------------

Social Security or other Taxpayer
Identification Number:
----------------------

Principal amount to be converted (if less than all): $

* Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

<PAGE> 51

Fill in for registration of shares (if to be issued) and Debentures (if to be
delivered) other than to and in the name of the registered holder:

--------------------------------------------
(Name)

--------------------------------------------
(Street Address)

--------------------------------------------
(City, State and Zip Code)

<PAGE> 52

SCHEDULE OF EXCHANGES(2)

The following exchanges, redemptions, repurchases or conversions of a
part of this Global Security for Definitive Debentures have been made:

<TABLE>
<CAPTION>
Principal Amount of this Signature of
Amount of decrease in Amount of increase in Global Security authorized
Principal Amount of Principal Amount of following such decrease signatory of
Date of Exchange this Global Security this Global Security (or increase) Trustee
- -------------------- --------------------- ----------------------- ------------------------- -------------
<S> <C> <C> <C> <C>

</TABLE>

- --------------------

(2) This schedule should be included only if the Debenture is issued in
global form.

<PAGE> 1
Exhibit 25

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305(b)(2)_______

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S employer
identification no.)

399 Park Avenue, New York, New York 10043
- ----------------------------------- -----
(Address of principal executive office) (Zip Code)

KERR-McGEE CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 73-0311467
- -------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

Kerr-McGee Center
Oklahoma City, Oklahoma 73125
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)

Debt Securities
(Title of the indenture securities)

<PAGE> 2

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

None.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of
Eligibility.

Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit
4 to T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

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<PAGE> 3

Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of September 30, 1999 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 26th day
of January, 2000.

CITIBANK, N.A.

By: /s/ P. DEFELICE
--------------------------------
P. DeFelice
Vice President

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<PAGE> 4

EXHIBIT 7

Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

Citibank, N.A.
of New York in the State of New York, at
the close of business on December 31,
1998, published in response to call made
by Comptroller of the Currency, under
Title 12, United States Code, Section 161.

<TABLE>
<CAPTION>
ASSETS

THOUSANDS
OF DOLLARS
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . $ 8,353,000
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,917,000
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,392,000
Federal funds sold and securities purchased under agreements to resell . . . . . . . . 9,122,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income . . . . . . . . . . . . . . . . . . . . . . $ 197,977,000
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . 4,671,000
---------------
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . $ 193,306,000
Trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,919,000
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . 3,957,000
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386,000
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . 1,179,000
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . 1,198,000
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,888,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,514,000
---------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 312,608,000
===============

LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,703,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,139,000
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,564,000
---------------
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . 184,168,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,869,000
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172,299,000
---------------
Federal funds purchased and securities sold under agreements to repurchase . . . . . . 7,586,000
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,220,000
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less . . . . . . . . . . . . . . . . . . . . 10,700,000
With a remaining maturity of more than one year through three years . . . . . . . . . 1,294,000
With a remaining maturity of more than three years . . . . . . . . . . . . . . . . . 2,551,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . 1,228,000
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,600,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,868,000
---------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 291,908,000
===============

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 761,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,681,000
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . 10,997,000
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . (19,000)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . (710,000)
---------------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,700,000
---------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL . . . . . . . . . . $ 312,608,000
===============
</TABLE>

I, Roger W. Trupin, Controller of the above-named bank do hereby declare
that this Report of Condition is true and correct to the best of my
knowledge and belief.

ROGER W. TRUPIN
COMPTROLLER

We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS

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