-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqaDRwfhY4e4DSgW743YNm1gv0VktaBAMg8czQ/0ps+zb3+3kZFBuk2BLUVCtCJH 9+tMII8x8vEtb7Pvn2UUhg== 0000055458-96-000005.txt : 19960617 0000055458-96-000005.hdr.sgml : 19960617 ACCESSION NUMBER: 0000055458-96-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960703 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KERR MCGEE CORP CENTRAL INDEX KEY: 0000055458 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 730311467 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05999 FILM NUMBER: 96580937 BUSINESS ADDRESS: STREET 1: KERR MCGEE CTR STREET 2: 123 ROBERT S KERR CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052701313 MAIL ADDRESS: STREET 1: P O BOX 25861 CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 FORMER COMPANY: FORMER CONFORMED NAME: KERR MCGEE OIL INDUSTRIES INC DATE OF NAME CHANGE: 19671227 S-8 1 As filed with the Securities and Exchange Commission on June 14, 1996 Registration No. __________ ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kerr-McGee Corporation (Exact name of registrant as specified in its charter) Delaware 73-0311467 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Kerr-McGee Center Oklahoma City, Oklahoma 73125 (405) 270-1313 (Address, including zip code and telephone number, including area code of registrant's principal executive offices) KERR-McGEE CORPORATION LONG TERM INCENTIVE PROGRAM (Full Title of the Plan) F. A. McPherson Kerr-McGee Corporation Kerr-McGee Center Oklahoma City, Oklahoma 73125 (405) 235-1313 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be PricePer Offering Registration Registered Registered Share* Price* Fee Common Stock, $1.00 Par Value Per Share 950,000shs $58.0625 $55,159,375 $19,020.47 *Estimated for calculation of registration fee only, pursuant to Rule 457(h), on the basis of the average of the high and low prices at which sales of securities of the same class were reported on the New York Stock Exchange composite tape on June 10, 1996. This Registration Statement covers an additional 950,000 shares of the Common Stock, $1.00 par value per share ("Common Stock") of Kerr-McGee Corporation ("Company") to be issued under the Company's Long Term Incentive Program ("Plan"). Common Stock to be issued under the Plan has previously been registered on Form S-8 filed with the Securities and Exchange Commission on September 22, 1988 (Registration No. 33-24274) amended by Post- Effective Amendment No. 1, filed on March 8, 1990 and Form S-8 filed with the Securities and Exchange Commission on November 5, 1993 (Registration No. 33-50949). As permitted by Instruction E of the Form S-8 General Instructions, the contents of Registration No. 33-24274 and Registration No. 33-50949 are hereby incorporated by reference. PART I Item 1. Plan Information. Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 5. Interests of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. A list of all Exhibits filed as part of this Registration Statement is as follows: Exhibit Description 5 Opinion of R. G. Horner, Jr., Vice President and General Counsel of the Company, as to the legality of the Common Stock being registered. 23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee Corporation financial statements. 23.2 Consent of R. G. Horner, Jr. (Contained in Exhibit 5). 24 Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on this 14th day of June 1996. KERR-McGEE CORPORATION (Registrant) By: /s/F. A. McPherson* F. A. McPherson, Chairman of the Board and Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/F. A. McPherson* Chairman of the Board, June 14, 1996 F. A. McPherson and Chief Executive Officer and Director /s/ Luke R. Corbett* President, Chief June 14, 1996 Luke R. Corbett Operating Officer and Director (John C. Linehan) Senior Vice President June 14, 1996 John C. Linehan and Chief Fiancial Officer /s/ J. Michael Rauh* Vice President, June 14, 1996 J. Michael Rauh Controller and Chief Accounting Officer /s/ Paul M. Anderson* Director June 14, 1996 Paul M. Anderson /s/ Bennett E. Bidwell* Director June 14, 1996 Bennett E. Bidwell /s/ Earnest H. Clark, Jr.* Director June 14, 1996 Earnest H. Clark, Jr. /s/ Martin C. Jischke* Director June 14, 1996 Martin C. Jischke /s/ Robert S. Kerr, Jr.* Director June 14, 1996 Robert S. Kerr, Jr. /s/ William C. Morris* Director June 14, 1996 William C. Morris /s/ John J. Murphy* Director June 14, 1996 John J. Murphy /s/ John J. Nevin* Director June 14, 1996 John J. Nevin /s/ Richard M. Rompala* Director June 14, 1996 Richard M. Rompala /s/ Farah M. Walters* Director June 14, 1996 Farah M. Walters *By (John C. Linehan) June 14, 1996 John C. Linehan as Attorney-in-Fact EX-5 2 June 14, 1996 Kerr-McGee Corporation Kerr-McGee Center Oklahoma City, Oklahoma 73125 Re: Form S-8 Registration Statement Covering Securities Issuable Under Long Term Incentive Program Gentlemen: You have requested my advice with respect to the legality of the shares of Common Stock, par value $1.00 per share ("Common Stock") of Kerr-McGee Corporation, a Delaware corporation ("Company") to be registered with the Securities and Exchange commission on a Form S-8 Registration Statement ("Registration Statement") and issuable pursuant to the Company's Long Term Incentive Program ("Plan"). In connection with the foregoing request, I have examined the Registration Statement, the Company's Certificate of Incorporation and Bylaws, as amended to date, corporate minutes, the Plan, and such other documents and records as I deem necessary to render the opinions contained herein. I have assumed the genuineness of all signatures and conformity to original documents of copies of such documents. As to any facts relevant to my opinion, I have relied upon information given to me by the Officers of the Company and others. Based on the foregoing, it is my opinion that: 1. The Company is in good standing under the laws of the State of Delaware. 2. The authorized but unissued shares of Common Stock being registered pursuant to the Registration Statement have been duly authorized by the Company and will, upon being issued under the Plan as described in the Registration Statement, be validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the captioned Registration Statement. Sincerely, (Russell G. Horner, Jr.) Russell G. Horner, Jr. EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 of Kerr-McGee Corporation to register an additional 950,000 shares of common stock under the Long Term Incentive Program of our report dated February 16, 1996, incorporated by reference or included in the Kerr-McGee Corporation Annual Report on Form 10-K for the year ended December 31, 1995. (ARTHUR ANDERSEN LLP) ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma June 14, 1996 EX-23.2 4 Exhibit 23.2 is contained in Exhibit 5. EX-24 5 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day of May, 1996. (Paul M. Anderson) Paul M. Anderson, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (Bennett E. Bidwell) Bennett E. Bidwell, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (Earnest H. Clark, Jr.) Earnest H. Clark, Jr., Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director or Officer or both, as the case may be, of the Company, does hereby appoint F. A. McPherson and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director or Officer or both, as the case may be, of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (L. R. Corbett) L. R. Corbett, President, Chief Operating Officer and Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (Martin C. Jischke) Martin C. Jischke, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (Robert S. Kerr, Jr.) Robert S. Kerr, Jr., Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as an Officer of the Company, does hereby appoint F. A. McPherson and L. R. Corbett, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as an Officer of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (John C. Linehan) John C. Linehan, Senior Vice President and Chief Financial Officer KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director or Officer or both, as the case may be, of the Company, does hereby appoint L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in- fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director or Officer or both, as the case may be, of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (F. A. McPherson) F. A. McPherson, Chairman of the Board, Chief Executive Officer and Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (William C. Morris) William C. Morris, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (John J. Murphy) John J. Murphy, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as an Officer of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as an Officer of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (J. Michael Rauh) J. Michael Rauh, Vice President, Controller and Chief Accounting Officer KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day of March, 1996. (Richard M. Rompala) Richard M. Rompala, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (John J. Nevin) John J. Nevin, Director KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation ("Company"), intends to file with the Securities and Exchange Commission ("Commission") under the Securities Exchange Act of 1934, as amended ("ACT"), a Registration Statement ("Registration Statement") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statement, to register 950,000 shares of Kerr-McGee Corporation Common Stock to be sold in connection with the Long Term Incentive Program of the Company. NOW, THEREFORE, the undersigned in her capacity as a Director of the Company, does hereby appoint F. A. McPherson, L. R. Corbett and John C. Linehan, and each of them severally, her true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for her and in her name, place and stead, in her capacity as a Director of the Company, the Registration Statement and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of March, 1996. (Farah M. Walters) Farah M. Walters, Director -----END PRIVACY-ENHANCED MESSAGE-----