Exhibit 10.4
FIRST SUPPLEMENT TO THE
KERR-McGEE CORPORATION
BENEFITS RESTORATION PLAN
AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1999
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(As it applies to Participants who were Participants in the
Oryx Energy Company Pension Restoration Plan
As of December 31, 1999)
(A) Applicability of First Supplement
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(1) This First Supplement to the Kerr-McGee Corporation Benefits
Restoration Plan (the "First Supplement") forms a part of the
Kerr-McGee Corporation Benefits Restoration Plan as in effect on and
after May 1, 1999 ("Plan"). The provisions of this First Supplement
shall apply only to those Participants who were Participants in the
Oryx Energy Company Pension Restoration Plan ("Oryx Plan") as of
December 31, 1999 ("Former Oryx Participants") who became Participants
in the Plan effective January 1, 2000 (hereinafter referred to as
"First Supplement Participants").
(2) There shall be no duplication of benefits provided under the Plan and
this First Supplement, and the actuarially equivalent benefits payable
under one shall be inclusive of the actuarially equivalent benefits
payable under the other unless specifically provided otherwise in the
provisions of the Plan or this First Supplement.
(3) All terms used in this First Supplement shall have the meanings
assigned to them in the provisions of the Plan, unless a different
meaning is plainly required by the context.
(B) Merger of Oryx Plan into the Plan Effective January 1, 2000
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(1) The Oryx Plan had previously been sponsored by Oryx Energy Company
("Oryx"). Oryx was merged with the Company effective February 26, 1999
(the "Merger"). Due to the Merger, the Company assumed the Oryx Plan
and obligations thereunder including those to the Former Oryx
Participants.
(2) The Company believes that it would be in the best interest of the Oryx
Plan, the Plan and the Participants therein that the Oryx Plan be
merged and continued in the Plan effective January 1, 2000.
(3) The effective date of the merger of the Oryx Plan into the Plan shall
be January 1, 2000.
(4) Upon merger of the Oryx Plan into the Plan effective January 1, 2000,
there shall be no further benefit accruals pursuant to the terms of
the Oryx Plan, and benefits for all First Supplement Participants
shall accrue thereafter in accordance with the terms of the Plan.
Following the merger, all benefits earned under the Oryx Plan prior to
January 1, 2000, and benefits earned pursuant to the Plan from and
after such date will be paid in accordance with the terms of the Plan
and this First Supplement.
(C) Benefits Applicable to First Supplement Participants
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(1) The term "Defined Benefit Plan" as applicable for a First Supplement
Participant means the Kerr-McGee Corporation Retirement Plan or its
successor plan or the Oryx Energy Company Retirement Plan prior to its
merger with the Plan on January 1, 2000.
(2) The Restored Defined Benefit Plan Benefit under the Plan accrued by a
First Supplement Participant under Section 7 of the Oryx Plan as of
January 1, 2000, immediately prior to the merger of the Oryx Plan with
the Plan (hereinafter referred to as the "Oryx Plan Restored Benefit")
will be paid at the same time as the benefits under the Defined
Benefit Plan and in the form of a lump sum, subject to offset pursuant
to Section 9 of the Oryx Plan, if applicable, regardless of the form
of payment of the benefit under the Defined Benefit Plan. The amount
of such lump sum will be determined as the actuarial equivalent of the
Oryx Plan Restored Benefit. Such actuarial equivalency will be
determined in the same manner as and on the same basis as the
actuarial assumptions provided in the Defined Benefit Plan. The
provisions of Section 6.1 of the Plan are not applicable to the Oryx
Plan Restored Benefit of a First Supplement Participant.
(3) Effective January 1, 2000, that portion, if any, of the Restored
Defined Benefit Plan Benefit under the Plan payable to a First
Supplement Participant that is in excess of the Participant's Oryx
Plan Restored Benefit will be payable in accordance with Section 6.1
of the Plan.
(4) Former Oryx Participants who were receiving or who were eligible to
receive benefits from the Sun Company, Inc. Pension Restoration Plan
and who were transferred to the Oryx Plan as of November 1, 1988,
shall continue to receive or be eligible to receive their benefits
under this Plan.
(D) Right to Amend or Terminate First Supplement
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The provisions of Section 8.1 of the Plan with respect to amendment and
termination thereof shall apply with equal force to this First Supplement.
IN WITNESS WHEREOF, Kerr-McGee Corporation has, on its behalf and on behalf
of its participating affiliates, caused this First Supplement to be executed by
its duly authorized officers on the 10th day of January, 2001, effective as of
January 1, 2000.
ATTEST: KERR-McGEE CORPORATION
/s/ Don Hager By: /s/ John M. Rauh
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Don Hager John M. Rauh
Assistant Secretary Chairman of the Benefits Committee,
Vice President and Treasurer