KERR MCGEE CORP /DE
PERFORMANCE SHARE PLAN
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10performanceshareplan.txt
<DESCRIPTION>PERFORMANCE SHARE PLAN
<TEXT>

                                                                   EXHIBIT 10.19

                  KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN
                  ---------------------------------------------

                                TABLE OF CONTENTS
                                -----------------
Article                                                                Page
-------                                                                ----

I        Purpose.....................................................    1

II       Definitions.................................................    1

III      Administration..............................................    3

IV       Eligibility.................................................    3

V        Maximum Shares Available....................................    3

VI       Stock Options...............................................    3

VII      Adjustment Upon Changes In Stock............................    5

VIII     Change In Control...........................................    5

IX       Miscellaneous...............................................    6

X        Amendment And Termination...................................    7

XI       Duration Of The Plan........................................    8







                  KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN
                  ---------------------------------------------

                                    Article I

                                     Purpose
                                     -------

     The  purpose  of the  Kerr-McGee  Corporation  Performance  Share Plan (the
"Plan") is to provide the  opportunity  to the  Company's  employees  to acquire
shares of Kerr-McGee  Corporation  common stock in order to  participate  in the
ownership of the Company.

                                   Article II

                                   Definitions
                                   -----------

     (a) "Board" shall mean the Board of Directors of the Company.

     (b)  "Cause" shall mean the occurrence of one of the following:

          (1) Your  conviction of a felony or any crime or offense lesser than a
          felony involving the property of the Company

          (2) Your engaging in conduct which has caused demonstrable and serious
          injury to the  Company,  monetary  or  otherwise,  as  evidenced  by a
          determination  in a binding and final  judgment,  order or decree of a
          court or administrative agency of competent  jurisdictions,  in effect
          after exhaustion or lapse of all rights of appeal, in an action,  suit
          or   proceeding,   whether   civil,   criminal,    administrative   or
          investigative.

          (3) Gross  dereliction of your duties or other grave misconduct by you
          and your failure to cure such situation  within thirty (30) days after
          receipt  of notice  thereof  from the Chief  Executive  Officer of the
          Company.

     (c) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.

     (d)  "Company"  shall  mean   Kerr-McGee   Corporation  and  any  successor
corporation by merger or otherwise.

     (e)  "Committee"  shall mean a committee  of two (2) or more members of the
Board  appointed by the Board of Directors to  administer  the Plan  pursuant to
Article III herein.

     (f) "Designated  Beneficiary" shall mean the person or persons named by the
Employee on a  Beneficiary  Form to receive  the  options  upon the death of the
Employee.

     (g) "Director" shall mean a Director of Kerr-McGee Corporation

     (h) "Employee"  shall exclude  corporate Vice Presidents,  President,  Vice
Chairman, Chairman of the Board elected by the Board of Directors,  Directors of
Kerr-McGee  Corporation and such persons designated by the Committee,  and shall
mean any person  employed by the  Company,  a  Subsidiary  or Limited  Liability
Company on a regular full-time basis.

     (i) "Fair  Market  Value" of Stock  shall mean the  average of the  highest
price and the lowest price at which Stock shall have been sold on the applicable
date as reported in the Wall Street Journal as New York Stock Exchange Composite
Transactions  for that date. In the event that the applicable  date is a date on
which there were no such sales of Stock,  the Fair Market Value of Stock on such
date shall be the mean of the highest  price and the lowest price at which Stock
shall have been sold on the last trading day preceding such date.

     (j) "Limited  Liability  Company" or "LLC" shall mean any Limited Liability
Company in which the Company or a Subsidiary owns fifty percent (50%) or more of
the Limited Liability Company.

     (k) "Option" or "Stock Option" shall mean a right granted under the Plan to
an Optionee to purchase a stated number of shares of Stock at a stated  exercise
price.

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

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

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

     (o)  "Subsidiary"  shall mean any  corporation  (other than the Company) in
which the Company,  a Subsidiary or a Limited  Liability  Company of the Company
owns  fifty  percent  (50%) or more of the total  combined  voting  power of all
classes of stock.

     (p) "Total  Disability"  and "Totally  Disabled"  shall  normally have such
meaning as that defined under the Company's  group insurance plan covering total
disability and determinations of Total Disability  normally shall be made by the
insurance  company  providing  such  coverage on the date on which the employee,
whether or not eligible for benefits under such insurance plan,  becomes Totally
Disabled.  In the absence of such insurance  plan, the Committee shall make such
determination.

                                   Article III

                                 Administration
                                 --------------

     Subject to such  approvals and other  authority as the Board may reserve to
itself from time to time, the Committee shall, consistent with the provisions of
the Plan,  from time to time  establish such rules and  regulations  and appoint
such agents as it deems  appropriate for the proper  administration of the Plan,
and make such determinations  under, and such  interpretations of, and take such
steps in  connection  with  the Plan or the  Options  as it deems  necessary  or
advisable.

     Each determination,  interpretation, or other action made or taken pursuant
to the Plan by the  Committee  and/or  the  Board  shall be final  and  shall be
binding and conclusive for all purposes and upon all persons.

                                   Article IV

                                   Eligibility
                                   -----------

     Except corporate Vice Presidents, President, Vice Chairman, Chairman of the
Board elected by the Board of Directors, Directors of Kerr-McGee Corporation and
such persons designated by the Committee,  all regular full-time Employees shall
be eligible to receive Options under the Plan.

                                    Article V

                            Maximum Shares Available
                            ------------------------

     The Stock to be  distributed  under the Plan may be either  authorized  and
unissued  shares or issued  shares of the Company.  The maximum  amount of Stock
which may be issued under the Plan in  satisfaction  of exercised  Options shall
not exceed, in the aggregate 1,500,000 shares.  Stock subject to an Option which
for any reason is cancelled or terminated  without having been exercised,  which
is forfeited, shall again be available for grants and Awards under the Plan.

                                   Article VI

                                  Stock Options
                                  -------------

     (a) Grant of Options.
         -----------------

          (i) The  Committee  may,  at any time and from  time to time  prior to
     December 31, 2007, grant Options under the Plan to eligible Employees,  for
     such  numbers  of shares  and  having  such  terms as the  Committee  shall
     designate,  subject  however,  to the provisions of the Plan. The Committee
     will also  determine the type of Option granted (e.g.  nonstatutory,  other
     statutory  Options as from time to time may be  permitted by the Code) or a
     combination of various types of Options.  The date on which an Option shall
     be  granted  shall be the  date of the  Committee's  authorization  of such
     grant.  Any  individual at any one time and from time to time may hold more
     than one Option granted under the Plan or under any other Stock plan of the
     Company.

          (ii) Each  Option  shall be granted in  accordance  with the Terms and
     Conditions  consistent  with the  provisions  of the Plan as the  Committee
     shall approve from time to time.

     (b)  Exercise  Price.  The price at which  shares of Stock may be purchased
under an Option  shall not be less  than  100% of the Fair  Market  Value of the
Stock on the date the Option is granted.

     (c) Option Period. The period during which an Option may be exercised shall
be determined by the  Committee;  provided,  that such period will not be longer
than ten years and one day. The date or dates on which installment portion(s) of
an Option may be exercised  during the term of an Option shall be  determined by
the  Committee  and may vary  from  Option to  Option.  The  Committee  may also
determine  to  accelerate  the  time  at  which  installment  portion(s)  of  an
outstanding Option may be exercised.

     (d)  Termination of Employment.  An Option shall terminate and no longer be
exercised  immediately upon termination of employment for Cause. An Option shall
terminate and no longer be exercised  three months after the Optionee  ceases to
be an Employee  for any reason  other than  Cause,  Total  Disability,  death or
Retirement.  If an Optionee's  employment  is terminated by Total  Disability or
Retirement  to the extent  that the Option  was  exercisable  at the time of the
Optionee's Total  Disability or Retirement,  such Option may be exercised within
the period, not to exceed four (4) years following such termination specified by
the  Committee in the  instrument  evidencing  the Option.  If the Optionee dies
during this four-year period,  the Option may (to the extent the Option was then
exercisable) be exercised after your death by your Designated  Beneficiary,  the
personal representative of your estate, or if the Option has been distributed as
part of your  estate,  by the person or persons  to whom your  rights  under the
Option pass by will or by the applicable  laws of descent and  distribution,  at
any time prior to the expiration of such four-year  period. If the Optionee dies
while in the employ of the Company,  a Subsidiary or LLC, or within three months
after the  termination  of such  employment,  to the extent  that the Option was
exercisable at the time of the  Optionee's  death,  such Option may,  within the
lesser of one year  after the  Optionee's  death or the term of the  option,  be
exercised by the executor or  administrator of the Optionee's  estate,  or if it
has been distributed as part of the estate, by the person or persons to whom the
Optionee's  rights under the Option shall pass by will or by the applicable laws
of  descent  and  distribution.  In no event may an Option be  exercised  to any
extent by anyone after the expiration or termination of the Option.

     (e) Payment for Shares.  The  exercise  price of an Option shall be paid to
the Company, or an administrator of the Plan, or a representative of the Company
designated by the Committee,  in full at the time of exercise at the election of
the  Optionee  (1)  in  cash,  or  (2)  through  the  delivery  of   irrevocable
instructions  to a broker to deliver  promptly to the Company an amount equal to
the aggregate exercise price of the Option. No Optionee shall have any rights to
dividends  or other  rights of a  stockholder  with  respect  to shares of Stock
subject to an Option until the Optionee has given written  notice of exercise of
the  Option,  paid in full for such  shares of Stock  and,  if  applicable,  has
satisfied any other conditions imposed by the Committee pursuant to the Plan.

                                   Article VII

                        Adjustment Upon Changes In Stock
                        --------------------------------

     The number of shares of Stock  which may be issued  pursuant  to this Plan,
the number of shares covered by each outstanding  Option and the Option exercise
price per share shall be  adjusted  proportionately,  and any other  appropriate
adjustments  shall be made,  for any increase or decrease in the total number of
issued and  outstanding  Stock (or change in kind)  resulting from any change in
the  Stock  or  Options   through  a  merger,   consolidation,   reorganization,
recapitalization,  subdivision  or  consolidation  of  shares  or other  capital
adjustment or the payment of a Stock  Dividend or other increase or decrease (or
change in kind) in such shares. In the event of any such adjustment,  fractional
shares shall be eliminated.

                                  Article VIII

                                Change In Control
                                -----------------

     Notwithstanding  anything to the  contrary  in the Plan,  in the event of a
Change in Control any outstanding  options that are not exercisable shall become
exercisable effective as of the date of a Change in Control.

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

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

     (b) During any period of 24 months (not  including any period prior to July
14, 1998), individuals who at the beginning of such period constitute the Board,
and any new Director  (other than (1) a Director  designated by a person who has
entered into an agreement with the Company to effect a transaction  described in
clause (a), (c) or (d) of this Article,  (2) a Director designated by any Person
(including  the  Company)  who  publicly  announces  an  intention to take or to
consider taking actions (including,  but not limited to, an actual or threatened
proxy contest) which if consummated  would constitute a Change in Control or (3)
a Director  designated by any Person who is the  Beneficial  Owner,  directly or
indirectly,  of  securities  of the  Company  representing  10% or  more  of the
combined voting power of the Company's  securities)  whose election by the Board
or nomination for election by the Company's  stockholders was approved by a vote
of at least  two-thirds  (2/3) of the Directors  then still in office who either
were  Directors at the  beginning of the period or whose  election or nomination
for election was  previously  so approved  cease for any reason to constitute at
least a majority thereof;

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

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

                                   Article IX

                                  Miscellaneous
                                  -------------

     (a) Except as  otherwise  required by law,  no action  taken under the Plan
shall be taken into  account in  determining  any  benefits  under any  pension,
retirement,  thrift,  profit  sharing,  group  insurance  or other  benefit plan
maintained  by  the  Company  or  any  Subsidiaries,   unless  such  other  plan
specifically provides for such inclusion.

     (b) No Option under this Plan shall be transferable  other than by filing a
Designation  of  Beneficiary  form,  by  will,  or by the  laws of  descent  and
distribution.  Any Option  shall be  exercisable  (i) during the  lifetime of an
Optionee,  only by the Optionee or, to the extent  permitted by the Code,  by an
appointed guardian,  by the Designated  Beneficiary or by a legal representative
of the Optionee,  and (ii) after death of the Optionee,  only by the  Optionee's
legal  representative  or by the person who acquired the right to exercise  such
Option by bequest or inheritance or by reason of the death of the Optionee.

     (c) The  Company  shall  have the  right to  withhold  from any  settlement
hereunder any federal,  state, or local taxes required by law to be withheld, or
require payment in the amount of such withholding. If settlement hereunder is in
the form of Stock,  such  withholding  may be  satisfied by the  withholding  of
shares of Stock by the Company, unless the Optionee shall pay to the Corporation
an amount  sufficient to cover the amount of taxes required to be withheld,  and
such  withholding  of shares  does not  violate any  applicable  laws,  rules or
regulations of federal, state or local authorities.

     (d) Transfer of  employment  between the Company,  a Subsidiary  or Limited
Liability Company, or between Limited Liability Companies and Subsidiaries shall
not constitute  termination  of employment for the purpose of the Plan.  Whether
any leave of absence shall determine eligibility under the Plan or a termination
of employment for the purposes of the Plan shall be determined by the Committee.

     (e) All administrative  expenses  associated with the administration of the
Plan shall be borne by the Company.

     (f)  The  titles  and  headings  of the  articles  in  this  Plan  are  for
convenience of reference only and in the event of any conflict,  the text of the
Plan, rather than such titles or headings, shall control.

     (g) No  grant  or Award to an  employee  under  the Plan or any  provisions
thereof shall constitute any agreement for or guarantee of continued  employment
by the Company.

     (h) The Committee  shall have such duties and powers as may be necessary to
discharge its responsibilities  under this Plan, including,  but not limited to,
the ability to construe and interpret the Plan and resolve any ambiguities  with
respect to any of the terms and  provisions  hereof as written and as applied to
the operation of the Plan.

                                    Article X

                            Amendment And Termination
                            -------------------------

     The Board may at any time  terminate  or amend this Plan in such respect as
it shall deem  advisable,  provided,  no  amendment or  termination  of the Plan
shall, without the consent of the Optionee or Plan participant,  alter or impair
any of the rights or obligations  under any Options or other rights  theretofore
granted such person under the Plan.




                                   Article XI

                              Duration Of The Plan
                              --------------------

     This Plan became effective January 1, 1998. If not sooner terminated by the
Board,  this Plan shall  terminate on December  31, 2007,  but Options and other
rights theretofore granted may extend beyond that date and the terms of the Plan
shall continue to apply.


                                             KERR-McGEE CORPORATION


                                             By:(John J. Murphy)
                                                --------------------------------
                                                John J. Murphy
                                                Director and Chair of the
                                                Executive Compensation Committee



                    Signature Page of Kerr-McGee Corporation
                             Performance Share Plan




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