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.
<PAGE>
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
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.
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
Exhibit 23.2 is contained in Exhibit 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
