KERR MCGEE CORP, DEF 14A, 1999-03-18

KERR MCGEE CORP
DEF 14A, 1999-03-18
CRUDE PETROLEUM & NATURAL GAS

Previous: KATY INDUSTRIES INC, 10-K, 1999-03-18

Next: KIMBALL INTERNATIONAL INC, 4, 1999-03-18

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential for Use of
the Commission Only (as
(permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Kerr-McGee Corporation
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.

1) Title of each class of securities to which transaction applies: Common
stock
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<TABLE>

<S> <C> <C>
[KERR-MCGEE LOGO] KERR-MCGEE CORPORATION
KERR-MCGEE CENTER
P. O. BOX 25861
OKLAHOMA CITY, OKLAHOMA 73125
</TABLE>

NOTICE OF ANNUAL MEETING

TIME 9:00 a.m. on Tuesday, May 11, 1999

PLACE Robert S. Kerr Auditorium, Kerr-McGee Center,
123 Robert S. Kerr Avenue, Oklahoma City,
Oklahoma

ITEMS OF BUSINESS 1. Elect 4 Directors each with a term expiring
in 2002
2. Ratify the appointment of Arthur Andersen
LLP as the Company's independent public
accountant
3. Transact such other business as may properly
come before the meeting

RECORD DATE March 15, 1999

ANNUAL REPORT The 1998 Annual Report, which is not a part of
the proxy solicitation material, has been
mailed along with this Notice and accompanying
Proxy Statement.

PROXY VOTING It is important that your shares be represented
and voted at the Annual Meeting. Stockholders
of record may appoint proxies and vote their
shares in one of three ways:

- Signing, dating and mailing the enclosed
Proxy Card in the envelope provided;
- Calling the toll-free number on the
enclosed Proxy Card; or
- Via Internet pursuant to the instructions
on the Proxy Card.

Stockholders whose shares are held by a bank,
broker or other financial intermediary may
appoint proxies and vote as provided by the
intermediary.

Any proxy may be revoked in the manner
described in the accompanying Proxy Statement
at any time prior to its exercise at the
meeting.

By Order of the Board of Directors

March 19, 1999 Russell G. Horner, Jr.
Secretary
<PAGE>

KERR-MCGEE CORPORATION
KERR-MCGEE CENTER
P. O. BOX 25861
OKLAHOMA CITY, OKLAHOMA 73125

PROXY STATEMENT FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS

March 19, 1999

The accompanying proxy is solicited on behalf of the Board of Directors
(the "Board") of Kerr-McGee Corporation (the "Company"). This Proxy Statement
and the accompanying form of proxy are first being mailed to stockholders on or
before March 19, 1999.

Stockholders of record may appoint proxies and vote their shares in one of
three ways:
1. Signing dating and mailing the enclosed Proxy Card in the envelope
provided
2. Calling the toll-free number on the enclosed Proxy Card or
3. Via internet pursuant to the instructions on the Proxy Card.

Proxies will be voted as directed, unless revoked before the annual meeting on
May 11, 1999 by the stockholder. Any Stockholder who attends the Annual Meeting
and elects to vote in person may revoke the proxy previously submitted at the
meeting. Otherwise a Stockholder must advise the Corporate Secretary in writing
of the revocation of the proxy. Unless directed otherwise, returned proxies will
be voted for the election of the nominees for director listed below and on other
matters as recommended by the Board of Directors.

Under Section 216 of the Delaware General Corporation Law and the
Kerr-McGee Corporation ByLaws (the "ByLaws"), a majority of the shares of the
common stock, present in person or represented by proxy, shall constitute a
quorum for purposes of the annual meeting. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the annual meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Directors shall be elected
by a plurality of the votes present in person or represented by proxy at the
annual meeting and entitled to vote on the election of directors. Abstentions
will have the effect of votes against a proposal and broker nonvotes have no
effect on the vote.

VOTING SECURITIES

The Company's only class of voting securities is its common stock having a
par value of $1.00 per share (the "Common Stock"), of which there were
83,614,002 shares outstanding as of the close of business on March 15, 1999, the
record date for stockholders entitled to receive notice of and to vote at this
meeting. Each share is entitled to one vote. The number of shares outstanding
does not include shares held in treasury, which will not be voted.

Item No. 1
----------

ELECTION OF DIRECTORS

The Board of Directors has currently fixed the number of Directors at 14.
Eight were elected at the 1998 Annual Stockholders' Meeting. Paul M. Anderson
resigned from the Board effective November 30, 1998. Matthew R. Simmons was
elected a Director effective January 1, 1999. Dr. Earle and Messrs. Bradford,
Genever-Watling, Keiser and White-Thomson were elected to the Board immediately
following the merger with Oryx Energy Company.

The Restated Certificate of Incorporation and ByLaws provide that Directors
shall be divided into three classes (Class I, Class II and Class III) serving
staggered three-year terms, with each class to be as nearly equal in number as
possible.

In accordance with the recommendation of its Nominating Committee, the
Board of Directors has nominated Tom J. McDaniel, John J. Murphy, Matthew R.
Simmons and Ian L. White-Thomson for election as Class I Directors for a term
expiring at the 2002 Annual Meeting and in each case until their respective
successors are elected and qualified. All of the nominees are currently
Directors of the Corporation whose terms expire at the 1999 Annual Meeting.

All nominees have consented to serve, and the Company has no reason to
believe any nominee will be unavailable. Should any nominee become unavailable
for any reason, the proxies will be voted for a substitute nominee to be named
by the Board unless the number of Directors constituting a full board is
reduced.

The following information is furnished for each person who is nominated for
election as a Director or who is continuing as an incumbent Director:

- name; age, whether such person is a nomineefor election or an incumbent
Director whose term does not expire at the 1999 Annual Meeting;

- how long the individual has served as a Director of the Company;

- the year in which the term is to expire;

- principal occupation and employment during the past five years; and

- the board of directors of other publicly-owned companies on which the
Director serves:

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS -- CLASS I
(FOR A TERM ENDING 2002)

<S> <C>
[TOM J. MCDANIEL TOM J. MCDANIEL, 60 -- First became a Director in 1997.
PHOTO] Vice Chairman of the Company since February 1, 1997;
Senior Vice President and Corporate Secretary from 1989
through January 1997. Director, Devon Energy Corporation
and UMB Oklahoma Bank.

[JOHN J. MURPHY JOHN J. MURPHY, 67 -- First became a Director in 1990.
PHOTO] Managing Director, SMG Management L.L.C., an investment
firm, since January 1997; Chairman of the Board of
Dresser Industries, Inc., hydrocarbon energy products
and services, from 1983 through November 1996; Chief
Executive Officer of Dresser Industries, Inc., from 1983
to 1995. Director, Carbo Ceramics, Inc.; PepsiCo Inc.,
W. R. Grace & Co. and Shaw Industries Ltd.

[MATTHEW R. SIMMONS MATTHEW R. SIMMONS, 55 -- First became a Director in
PHOTO] 1999. President of Simmons & Company International, a
specialized investment banking firm that serves the
worldwide energy service industry, since founding the
company in 1974.

[IAN L. WHITE-THOMSON IAN L. WHITE-THOMSON, 62 -- First became a Director in
PHOTO] 1999. Chairman of U. S. Borax, Inc., a provider of borax
and borate products, since 1996; President and Chief
Executive Officer from 1996 to 1999. Chief Executive
Officer, Rio Tinto Borax Ltd. since 1995. Director, KCET
Community Television of Southern California, LA Opera and
3D Systems Corp.

Continuing Directors -- Class II (Term Expires at the 2000 Annual Meeting)

[SYLVIA A. EARLE SYLVIA A. EARLE, 63 -- First became a Director in 1999.
PHOTO] Chair, Deep Ocean Exploration and Research, Inc., since
1992 and Explorer-in-Residence for the National
Geographic Society since 1998; Chair of the Sea Change
Trust, a non-profit scientific research organization from
1993 to 1995; Advisor to the Administrator from 1992 to
1993 and Chief Scientist from 1990 to 1992 of the
National Oceanic and Atmosphere Administration.

[MARTIN C. JISCHKE MARTIN C. JISCHKE, 57 -- First became a Director in 1993.
PHOTO] President of Iowa State University since 1991. Director,
Bankers Trust Corporation.

[ROBERT L. KEISER ROBERT L. KEISER, 56 -- First became a Director in 1999.
PHOTO] Chairman of the Board of the Company since February 27,
1999. Chairman of the Board and Chief Executive Officer
of Oryx Energy Company from 1994 to February 26, 1999.

[LEROY C. RICHIE LEROY C. RICHIE, 57 -- First became a Director in 1998.
PHOTO] President, Intrepid World Communications since September
1998; Vice President and General Counsel for Automotive
Legal Affairs, Chrysler Corporation, 1990 through
December 1997.

[RICHARD M. ROMPALA RICHARD M. ROMPALA, 52 -- First became a Director in
PHOTO] 1996. Chairman of the Board, President and Chief
Executive Officer of The Valspar Corporation, a
manufacturer of paints and related coatings, since
February 1998; President and Chief Executive Officer of
The Valspar Corporation from 1995 through January 1998;
President of The Valspar Corporation in 1994; Group Vice
President of PPG Industries from 1987 to 1994; Director,
Olin Corporation.

Continuing Directors -- Class III (Term Expires at the 2001 Annual Meeting)

[WILLIAM E. BRADFORD WILLIAM E. BRADFORD, 64 -- First became a Director in
PHOTO] 1999. Chairman, Halliburton Company, a provider of
energy and energy services from 1998; Chairman and Chief
Executive Officer of Dresser Industries, Inc., now merged
with Halliburton Company, from 1996 to 1998; President
and Chief Operating Officer of Dresser Industries, Inc.
from 1992 to 1995. Director, Ultramar/Diamond Shamrock,
Inc.

[LUKE R. CORBETT LUKE R. CORBETT, 52 -- First became a Director in 1995.
PHOTO] Chief Executive Officer since February 27, 1999; Chairman
of the Board and Chief Executive Officer of the Company
from February 1997 to February 26, 1999; President and
Chief Operating Officer from May 1995 through January
1997; Group Vice President from 1992 through May 1995.
Director, Devon Energy Corporation, OGE Energy Corp. and
BOK Financial Corp.

[DAVID C. GENEVER- DAVID C. GENEVER-WATLING, 53 -- First became a Director
WATLING PHOTO] in 1999. Managing Director, SMG Management L.L.C., an
investment firm, since 1997; President and Chief
Executive Officer from 1992 to 1995 of General Electric
Industrial and Power Systems.

[WILLIAM C. MORRIS WILLIAM C. MORRIS, 60 -- First became a Director in 1977.
PHOTO] Chairman of the Board of J. & W. Seligman & Co.,
Incorporated; Chairman of the Board of Tri-Continental
Corporation and Chairman of the Boards of the companies
in the Seligman family of investment companies, all
since December 1988. Chairman of the Board of Carbo
Ceramics, Inc., since 1987.

[FARAH M. WALTERS FARAH M. WALTERS, 54 -- First became a Director in 1993.
PHOTO] President and Chief Executive Officer of University
Hospitals Health System, Cleveland, Ohio since 1992.
Director, LTV Corporation and Geon Company.
</TABLE>

None of the above nominees is related to any executive officer of the
Company, its subsidiaries, limited liability companies or affiliates.

For additional information relating to directors and executive officers,
see "Security Ownership" and "Executive Compensation and Other Compensation".

BOARD OF DIRECTORS MEETINGS, COMPENSATION AND COMMITTEES

During 1998 the Board held ten meetings. Each director attended 75% or more
of the aggregate number of meetings of the Board and the committees of the Board
on which each such director served.

Directors discharge their responsibilities not only by attending Board and
committee meetings but also through communication with the Chairman and other
members of management relative to matters of mutual interest and concern to the
Company. Board members who are not employees of the Company are paid an annual
fee of $30,000 and an additional fee of $1,000 for each Board meeting and
committee meeting attended. Directors are reimbursed for travel expenses and
lodging.

Pursuant to a Plan of Deferred Compensation, any director who is not an
employee of the Company may elect to defer compensation as a director until such
person ceases to be a director, after which the deferred compensation, together
with interest, will be paid in ten equal annual installments.

Under the Stock Deferred Compensation Plan for NonEmployee Directors, a
nonemployee director may elect to defer compensation as a director through the
purchase of Common Stock on a year-by-year basis by notifying the Company on or
before December 31 of the preceding year. The stock acquired in this
nonqualified plan may not be distributed to the nonemployee director until 185
days after the participant ceases being a director.

The Board has established and currently maintains an Audit Committee, an
Executive Compensation Committee, a Finance Committee and a Nominating Committee
as standing committees.

The Audit Committee meets periodically with the Company's independent
public accountant to review plans for the audit and the audit results and
recommends selection of the independent public accountant. The Audit Committee
also meets with the Director of Internal Auditing to review the scope and
results of the Company's internal auditing activities and assessment of the
system of internal controls. The Audit Committee consists of three independent
nonemployee directors: Farah M. Walters (Chair), Leroy C.
Richie and Richard M. Rompala. The Committee met twice during 1998.

The Executive Compensation Committee reviews the salaries and incentive pay
awards as recommended by the Chief Executive Officer for all officers of the
Company and recommends to the full Board such changes as it may deem
appropriate. The Committee also administers the Annual Incentive Compensation
Plan, the Long Term Incentive Program, the Executive Deferred Compensation Plan
and the Supplemental Executive Retirement Plan. The Executive Compensation
Committee recommends but does not fix the cash compensation of the Chief
Executive Officer. The cash compensation of the Chief Executive Officer is
determined by all of the independent nonemployee directors. The Executive
Compensation Committee consists of two independent nonemployee directors: John
J. Murphy (Chair) and Martin C. Jischke. Paul M. Anderson served on this
Committee and attended its meetings until his resignation from the Board
effective November 30, 1998. The Committee met twice in 1998.

The Finance Committee reviews the annual budget, other budget and financial
matters as may be requested and strategy as may be required. The Finance
Committee consists of three independent nonemployee directors: William C. Morris
(Chair), John J. Murphy and Richard M. Rompala. Paul M. Anderson served on this
Committee and attended its meetings until his resignations from the Board
effective November 30, 1998. The Committee met one time in 1998.

The Nominating Committee recommends nominees to the Board of Directors. The
Nominating Committee will consider recommendations for the position of director
submitted by stockholders in writing to the Corporate Secretary, Kerr McGee
Corporation, P.O. Box 25861, Oklahoma City, Oklahoma 73125 pursuant to timely
notice in writing in strict accordance with the Company's ByLaws. A stockholder
desiring to make a nomination should contact the Corporate Secretary to obtain a
copy of the ByLaws. See also Stockholder Proposals on page 20. The Nominating
Committee consists of four independent nonemployee directors: Martin C. Jischke
(Chair), William C. Morris, Leroy C. Richie and Farah M. Walters. Luke R.
Corbett serves as an ex-officio member. The Committee met one time in 1998.

SECURITY OWNERSHIP

The following table sets forth the number of shares of Common Stock
beneficially owned as of March 1, 1999 by each director and nominee, each of
the executive officers named in the Summary Compensation Table and all
directors and officers as a group, and the percentage represented by such
shares of the total Common Stock outstanding on that date:
<TABLE>
<CAPTION>

NUMBER OF SHARES PERCENT OF
NAME OR GROUP BENEFICIALLY OWNED CLASS
---------------------------------------------------------------------------

<S> <C> <C>
William E. Bradford ........................ 10,000 *
Luke R. Corbett ............................ 223,269 (2)
Sylvia A. Earle ............................ 4,500
David C. Genever-Watling ................... 8,994
Martin C. Jischke .......................... 4,192 (1)
Robert L. Keiser ........................... 279,816 (2)
Tom J. McDaniel ............................ 70,092 (2)
William C. Morris .......................... 11,200
John J. Murphy ............................. 1,680 (1)
Leroy C. Richie ............................ 1,788 (1)
Richard M. Rompala ......................... 2,027 (1)
Matthew R. Simmons ......................... 27 (1)
Farah M. Walters ........................... 4,048 (1)
Ian L. White-Thomson ....................... 7,267
Kenneth W. Crouch .......................... 22,380 (2)
Russell G. Horner, Jr. ..................... 37,328 (2)
John C. Linehan ............................ 116,412 (2)
All directors and executive
officers as a group, including
those named above (3)................... 962,827 (2) 1.15%
</TABLE>

* The percentage of shares beneficially owned by any single director,
nominee or executive officer does not exceed 1%.

(1) Includes shares held by the Stock Deferred Compensation Plan for
NonEmployee Directors.

(2) Includes shares issuable upon the exercise of outstanding stock
options that are exercisable within 60 days of March 1, 1999: 189,333
shares for Mr. Corbett; 279,816 shares for Mr. Keiser; 52,533 shares
for Mr. McDaniel; 95,866 shares for Mr. Linehan; 15,833 shares for
Mr. Crouch; 27,666 shares for Mr. Horner; and 733,235 shares for
all directors and executive officers as a group.

(3) In 1998, stock ownership guidelines were established for the Company's
officers.

Item No. 2
----------

RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANT

Arthur Andersen LLP, an independent public accounting firm, has been
selected as the Company's independent public accountant for 1999 in accordance
with the recommendation of the Audit Committee. This firm served in the same
capacity for the year ended December 31, 1998. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders.

The stockholders will be asked to ratify the appointment of Arthur Andersen
LLP as independent public accountant for 1999. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP.

If the appointment of Arthur Andersen LLP is not ratified by the
stockholders, if Arthur Andersen LLP ceases to act as the Company's independent
public accountant or if the Board of Directors removes Arthur Andersen LLP as
the Company's independent public accountant, the Board will appoint another
independent public accounting firm. The engagement of a new independent public
accounting firm for periods following the 2000 Annual Meeting will be subject to
ratification by the stockholders at that meeting.

EXECUTIVE COMPENSATION AND
OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table includes individual compensation information on the
Chief Executive Officer and the four other most highly paid executive
officers for services rendered in all capacities for the fiscal years ended
December 31, 1998, 1997 and 1996.

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION AWARDS
- - -------------------------------------------------------------------------------------------------------------------------
NO. OF
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
- - -------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (1) COMPENSATION (2)
- - -------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Luke R. Corbett, 1998 $653,077 $215,000 60,000 $39,185
Chairman of the 1997 582,212 400,000 50,000 34,933
Board and Chief 1996 413,847 475,000 22,000 26,023
Executive Officer

Tom J. McDaniel, 1998 308,269 70,000 15,000 18,496
Vice Chairman of 1997 293,077 150,000 16,000 17,585
the Board 1996 269,231 245,000 11,000 17,346

John C. Linehan, 1998 308,269 70,000 15,000 18,496
Executive Vice 1997 295,000 150,000 16,000 17,700
President and Chief 1996 294,231 265,000 18,000 18,846
Financial Officer

Russell G. Horner, Jr., 1998 268,269 60,000 10,000 16,096
Senior Vice President, 1997 252,693 130,000 8,000 15,162
General Counsel and 1996 224,231 205,000 13,000 13,454
Corporate Secretary

Kenneth W. Crouch, 1998 238,846 50,000 10,000 14,331
Senior Vice President 1997 230,000 115,000 9,000 13,800
Exploration & Production 1996 215,113 155,000 3,000 12,907
</TABLE>

(1) The Company has never granted free-standing Stock Appreciation Rights
("SARs") and has not granted tandem SARs since January 1991.

(2) Consists entirely of 401(k) Company contributions pursuant to the Employee
Stock Ownership Plan and amounts contributed under the nonqualified
benefits restoration plan. Company contributions pursuant to the Employee
Stock Ownership Plan for 1998 were $9,600 each to Messrs. Corbett,
McDaniel, Linehan, Horner and Crouch. Amounts contributed under the
nonqualified benefits restoration plan for 1998 on behalf of Messrs.
Corbett, McDaniel, Linehan, Horner and Crouch were: $29,585, $8,896,
$8,896, $6,496 and $4,731, respectively. The amounts contributed by the
Company to the Kerr-McGee Corporation Benefits Restoration Plan on behalf
of such persons are identical to the amounts that would have been
contributed pursuant to the Employee Stock Ownership Plan except for the
limitations under the Internal Revenue Code of 1986, as amended ("Code").

STOCK OPTIONS

The following table contains information concerning stock options
granted during the fiscal year ended December 31, 1998 to the named
executives:

<TABLE>

OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>

PERCENT
NO. OF OF TOTAL
SECURITIES OPTIONS PER GRANT
UNDERLYING GRANTED TO SHARE DATE
OPTIONS EMPLOYEES IN EXERCISE PRESEMT
NAME GRANTED (1) FISCAL YEAR 1998 PRICE EXPIRATION DATE VALUE(2)
-------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Luke R. Corbett 60,000 7.64% $59.6563 January 13, 2008 $674,400
Tom J. McDaniel 15,000 1.91% 59.6563 January 13, 2008 168,600
John C. Linehan 15,000 1.91% 59.6563 January 13, 2008 168,600
Russell G. Horner, Jr. 10,000 1.27% 59.6563 January 13, 2008 112,400
Kenneth W. Crouch 10,000 1.27% 59.6563 January 13, 2008 112,400
</TABLE>

(1) All stock options granted in 1998 were nonqualified stock options. The
exercise price per option is 100% of the fair market value of a share of
Common Stock on the date of grant. No option expires more than ten years
from the date of grant. At or after the grant of an option, the Executive
Compensation Committee ("Committee") may, in its discretion, grant a
participant a SAR. A SAR is only exercisable during the term of the
associated option. No SARs were granted in 1998, nor have any been granted
since 1991. Options may also provide that, upon a change in control all
options and any accompanying SARs held for more than six months shall
become immediately exercisable in full. A change in control shall be
deemed to have occurred if any person acquires 25% or more of the
outstanding Common Stock, the stockholders approve a merger or
consolidation of the Company with any other corporation, the stockholders
approve a complete liquidation or disposition of all of the Company's
assets, or a change in the majority of the Board of Directors, as
described in the Plan, occurs within a period of 24 months. The recent
merger between the Company and Oryx Energy Company did not constitute a
change of control under this Plan.

(2) The present value was computed in accordance with the Black-Scholes option
pricing model, with assumptions consistent with the Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation,"
as permitted by the rules of the Securities and Exchange Commission. Based
on Black-Scholes, the value on January 13, 1998, was $11.24 per option.
The Company believes, however, that it is not possible to accurately
determine the value of options at the time of grant using any option
pricing model, including Black-Scholes, since any valuation depends on
numerous assumptions. The model assumes: (a) an expected option term of
5.8 years, (b) interest rate of 5.36% which represents the U. S. Treasury
Strip Rate at the date of grant with maturity corresponding to the
expected option term, (c) volatility of 17.243% calculated using monthly
stock prices for the 5.8 years prior to the date of the grant, and (d)
dividends at an average annual dividend yield of 2.99% for the ten years
prior to December 31, 1998.

OPTION/SAR EXERCISES AND HOLDINGS

The following table sets forth information for the named executives with
respect to options/SARs exercised during 1998 and the value of unexercised
options/SARs held as of December 31, 1998.

<TABLE>

AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
SHARES DECEMBER 31, 1998 AT DECEMBER 31, 1998(1)
ACQUIRED ON VALUE --------------------------------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Luke R. Corbett 1,024 $111,563 145,332 100,668 $3,750 --
Tom J. McDaniel -- -- 38,533 29,334 -- --
John C. Linehan -- -- 84,533 31,667 6,875 --
Russell G. Horner, Jr. 5,201 106,052 17,332 19,668 -- --
Kenneth W. Crouch 3,000 43,125 9,500 17,000 -- --

- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Options/SARs are "in-the-money" if the fair market value of the Common
Stock exceeds the exercise price. At December 31, 1998, the closing price
of the Common Stock on the New York Stock Exchange was $38.25.

RETIREMENT PLANS

The Company maintains retirement plans for all employees, including
officers. The following table shows the estimated annual pension benefits
payable to a covered participant at normal retirement age under the Company's
qualified defined benefit plan, as well as the nonqualified benefits
restoration plan that provides benefits that would otherwise be denied
participants by reason of certain Code limitations on qualified plan
benefits, based on remuneration that is covered under the plans and years of
service with the Company and its subsidiaries:

<TABLE>

RETIREMENT PLAN TABLE
<CAPTION>

AVERAGE ANNUAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
---------------------------------------------------------------------------------------------

Covered compensation under the retirement plans consists of salary and
bonus as reflected in the Summary Compensation Table plus pretax Section 125 and
401(k) benefit contributions as reflected under All Other Compensation in the
Summary Compensation Table, based on the highest 36 consecutive months over the
previous 120 months prior to retirement. Amounts shown have been computed on a
straight life annuity basis. Benefits payable under the qualified defined
benefit plan are not subject to offset by social security benefits. As of
December 31, 1998, Mr. Corbett had 13 years of credited service; Mr. McDaniel,
14; Mr. Linehan, 13; Mr. Horner, 29; and Mr. Crouch, 24.

Pursuant to the Company's Supplemental Executive Retirement Plan ("SERP"),
adopted effective January 1, 1991, as subsequently revised, certain key senior
executives are eligible to receive supplemental retirement benefits. The SERP is
a defined benefit plan and is administered by the Committee. Management
recommends to the Committee employees for participation in the SERP, and the
Committee then selects the participants. Eligible employees may receive benefits
under the SERP upon retirement on or after age 52, subject to reduction in
benefits prior to age 60. Benefits under the SERP equal a specified percentage
of an eligible employee's final average monthly compensation at retirement in
the form of a monthly income for life payable as an actuarially equivalent
tax-equalized lump sum. Generally, the SERP benefit at retirement is calculated
by determining (i) the eligible employee's final average monthly compensation
multiplied by a percentage based on years of Company service minus (ii) the sum
of the anticipated monthly amounts payable to the eligible employee as a primary
social security benefit and monthly amounts payable under the Company's
qualified and nonqualified defined benefit plans. The SERP provisions establish
a minimum benefit for employees who were participants before May 3, 1994,
regardless of the years of Company service.

The percentage of final average monthly compensation used to determine the
SERP benefit ranges from 40% to 70%, with benefits depending on when the
executive became a participant in the SERP, the age at which the employee
retires and the reason for the retirement. As of March 1, 1999, the estimated
lump sum SERP benefit payable upon retirement to the executive officers named in
the Summary Compensation Table, page 10, assuming (i) retirement at age 60 (age
61 for Mr. McDaniel) and (ii) salaries are maintained at their current level,
is: Mr. Corbett, $4,171,428; Mr. McDaniel, $2,934,573; Mr. Linehan, $2,804,763;
Mr. Horner, $1,201,814; and Mr.
Crouch, $852,807.

EMPLOYMENT AND CONSULTING AGREEMENTS

The only employment agreement in force with any of the executive officers
is with Robert L. Keiser. Pursuant to an employment letter agreement dated
October 14, 1998, Mr. Keiser was employed by Kerr-McGee following the merger
with Oryx Energy Company as Chairman of the Board with responsibilities to be
defined during the transition period. He is paid approximately $48,000 per month
and is entitled to participate in all benefit plans that were maintained for the
benefit of Oryx employees in which he was entitled to participate as of October
14, 1998. Mr. Keiser's employment will continue until March 1, 2000, unless he
or Kerr-McGee decides that his employment should be terminated earlier. Upon the
termination of his employment, Mr. Keiser will resign his positions as an
executive officer and a director of Kerr-McGee.

Mr. Keiser was a participant in the Oryx Energy Company Amended and
Restated Special Executive Severance Plan ("Oryx Executive Severance Plan").
Upon the ultimate termination of his employment, Kerr-McGee has agreed to pay
Mr. Keiser his benefits under the Oryx Executive Severance Plan.

Under the Oryx Executive Severance Plan, Mr. Keiser is entitled to a lump
sum payment of an amount equal to his final annual compensation multiplied by
three years. Final annual compensation is the sum of final annualized base
salary plus the product of such base salary multiplied by the guideline target
incentive (bonus) percentage, all as applicable just prior to the corporate
change or at the time of termination of employment, whichever is more favorable
to Mr. Keiser. The terms of the Oryx Executive Severance Plan further provide
that if any payments made or benefits provided to the officer upon or after a
corporate change, whether or not made or provided under the Oryx Executive
Severance Plan, causes the officer to be subject to an excise tax because the
payments are parachute payments (as defined in the code), then the officer is
entitled to an excise tax premium in a sufficient amount to make the officer
whole with respect to any additional tax that would not have been payable except
due to the payments constituting "parachute payments." Mr. Keiser is also
entitled to supplemental benefits such as the continuation of health and life
insurance, the cost of which will not be significant in relation to the
aggregate payments and to the reimbursement of all legal fees and expense
relating to determining validity of or enforcing the Oryx Executive Severance
Plan.

The payments under the Oryx Executive Severance Plan to Mr. Keiser will be
approximately $2,846,000.

CHANGE OF CONTROL ARRANGEMENTS

With respect to Messrs. Corbett, McDaniel, Linehan, Horner and Crouch, the
Company has agreed to provide certain benefits in the event of a "change of
control" of the Company. A Change of Control means (a) a change in any two-year
period in a majority of the members of the Board of Directors of the Company as
defined in the agreement, (b) any person becomes the beneficial owner, directly
or indirectly, of 25% or more of the Company's outstanding Common Stock, (c) the
approval by the Company's stockholders of (i) the merger or consolidation of the
Company with any other corporation, or (ii) the sale of all or substantially all
of the assets of the Company or (d) when a majority of the members of the Board
of Directors in office immediately prior to a proposed transaction were
determined by written resolution that such proposed transaction, if taken, will
be deemed a Change of Control and such proposed transaction is affected.

The recent merger between Kerr-McGee and Oryx Energy Company constituted a
"change of control" under these agreements. Therefore, if, within two years of
February 26, 1999, any of these officer's employment is terminated by Kerr-McGee
for any reason other than "cause," as defined, or by the officer for "good
reason," such officer will be entitled to receive a maximum lump sum cash
payment equal to three times the officer's annual base salary. If the payment
made to the officer causes the officer to be subject to an excise tax because
the payment is a "parachute payment" (as defined in the Internal Revenue Code),
then the payment shall be reduced to the extent necessary so that no portion
thereof is subject to the excise tax, but only if such reduction increases the
net after-tax benefit received by the officer. In addition, upon such
termination, the officer will be entitled to receive amounts that such officer
would otherwise have been entitled to receive under Kerr-McGee's Supplemental
Executive Retirement Plan (SERP) described more fully in the "Retirement Plans."

In the event of such person's termination of employment within the two-year
period for one of the reasons described above, currently the payments under the
Kerr-McGee Change of Control Agreements to Kerr-McGee's five most highly
compensated executive officers will be approximately $ 2,175,000 for Luke R.
Corbett, $ 1,020,000 for Tom J. McDaniel, $ 975,000 for John C. Linehan, $
855,000 for Russell G. Horner, Jr., and $ 900,000 for Kenneth W. Crouch.

The Company also has made provision under its Benefits Restoration Plan for
the crediting of additional years of age and service to certain executive
officers, including those named in the Summary Compensation Table, whose
employment is terminated under the circumstances described above following a
change of control of the Company.

REPORT ON EXECUTIVE COMPENSATION

During 1998, the Executive Compensation Committee (the "Committee") was
comprised of three independent nonemployee directors, John J. Murphy, Chair,
Martin C. Jischke and Paul M. Anderson, and is responsible for administering
compensation programs that make it possible for the Company to attract and
retain employees with the skills and attitudes necessary to provide the Company
with a fully competitive and capable management. Mr. Anderson resigned from the
Board effective November 30, 1998.

The Committee reviews the salaries and incentive pay awards as recommended
by the Chief Executive Officer (the "CEO") for the officers of the Company. It
recommends to the full Board such changes as it may deem appropriate. The
Committee recommends but does not fix the compensation of the CEO, which is
determined by all of the independent nonemployee directors. Set forth below is
the report on the Company's executive compensation policies for 1998 and how
they affected the Company's CEO and the Company's other officers (including the
four other highest paid officers).

The Company seeks to provide fully competitive levels of total compensation
for its key executives through a mix of base salaries, annual incentive pay,
long term incentives and other benefits. The Committee believes that incentive
or "at risk" compensation is a key ingredient in motivating executive
performance to maximize stockholder value and align executive performance with
company objectives. Total compensation is targeted to be competitive at the
median level of a peer group of comparable energy and chemical companies, which
includes companies constituting the S&P Domestic Integrated Oil Index referred
to in the Performance Graph on page 20, as well as other comparable energy and
chemical companies selected with the assistance of an independent consulting
firm to be representative of the Company's size and business activities (the
"Comparison Group"). Since the Company has a substantial amount of its business
outside the United States, its compensation policies must also be
internationally competitive and flexible. This both attracts and retains high
quality management, and facilitates global management.

BASE SALARIES

In determining base salaries for executive officers, the Committee annually
reviews current competitive market compensation data of the Comparison Group
prepared by an independent consulting firm. Base salaries are typically targeted
at the median of the salary level Comparison Group. The Committee's policy is to
set executive officers' base salaries at or near the median of base salaries of
the Comparison Group to enable the Company to be competitive and to attract and
retain key executives. When salary increases are made, the Committee also takes
into consideration the individual's performance based on the CEO's evaluation of
the executive officer's performance, the Board's evaluation of the CEO's
performance and all executive officers' current and prior job-related experience
and tenure. No specific weight is assigned to any individual factor in
determining salary increases.

ANNUAL INCENTIVE COMPENSATION

The Company's Annual Incentive Compensation Plan (the "AICP") provides an
opportunity for officers to earn supplemental incentive compensation each year
if the Company's financial targets are met or exceeded. The Committee believes
that setting threshold and competitive target returns is the appropriate
approach to annual incentive pay.

Under the AICP, an award target is established by the Committee for each
executive officer which in 1998 ranged from 35% of base salary up to 65% of base
salary. The executive officer's individual target is based on the officer's
level of responsibility and Comparison Group competitive data which the
Committee targets at the 50 percentile when determining an executive officer's
award. An executive officer may receive up to 200% of the officer's award target
if company performance objectives are exceeded. The amount of an officer's final
award may be reduced or eliminated by the Committee based on the officer's
individual performance.

During 1998, the Company was successful in accomplishing several strategic
and growth goals although the Company's financial results were negatively
impacted by severely depressed oil prices. Highlighted by the Company's Chemical
operations exceeding income goals and recording a strong profit in its pigment
business, the Company also successfully divested its coal operations, acquired
Bayer's European Titanium Dioxide assets, acquired Gulf Canada's North Sea
assets, sold its ammonium perchlorate business, developed strategic alliances
with British Petroleum and Canadian Occidental, and increased its oil and gas
prospect inventory. Based on these significant accomplishments, the Committee
approved discretionary incentive awards for officers. The awards of the CEO and
the next four-highest paid officers are shown in the Summary Compensation Table.

The CEO and the next four highest-paid officers have elected to defer 100%
of their incentive award for 1998 into company stock through the Deferred
Compensation Plan.

LONG TERM INCENTIVES

The Company's stockholders have approved the use of Company stock in the
form of stock options and restricted stock awards to provide long-term
incentives for the Company's key executives. No restricted stock awards were
granted in 1998. The Committee believes that the use of stock options provides a
direct relationship between the executives' compensation and the stockholders'
interests and is an important key employee retention tool that rewards long-term
management performance measured by corporate results.

Stock ownership guidelines have been established for the Company's
executive officers. The stock ownership goals are based on the value of the
Company's stock and are expressed in a multiple of the officer's base salary.
The Committee believes that stock ownership by the Company's executive officers
is important and promotes commitment to the long term success of Kerr-McGee. The
Committee periodically reviews the guidelines and the officer's stock ownership.

The aggregate value of stock options granted to each executive officer,
including the CEO, is based on a percentage of the individual's salary. The
percentage is set annually by the Committee after considering surveys and
reports by an independent consulting firm as to competitive awards made within
the Comparison Group, as well as the individual's level of responsibility and a
subjective performance evaluation. In determining the number of options to be
granted an executive officer, the Committee targets the 50 percentile of
competitive data. In making 1998 awards, the Committee also considered the
amount and terms of prior awards. The number of stock options granted in 1998 to
Mr. Corbett and the four other highest paid officers is set forth in the Option
Grants Table.

The Company's Long Term Incentive Plan was approved by stockholders in 1998
and the Committee expects that all income that may be received through the
exercising of stock options granted in 1998 to executive officers will qualify
as performance-based compensation as defined under Section 162(m).

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The CEO's compensation is determined in accordance with the policies
described above. In establishing Mr. Corbett's compensation, the Committee
considers competitive compensation of CEOs of comparable energy and chemical
companies within the Comparison Group as compiled by an independent consulting
firm. Mr. Corbett's annual base salary was increased in February 1998 to
$660,000.

In determining Mr. Corbett's incentive compensation, the Committee
considered several substantial accomplishments in 1998 - no specific weight was
assigned to any individual accomplishment. During the six year period ended
December 31, 1998, Kerr-McGee operated within its cash flow which was $3.1
billion, with capital expenditures of $2.6 billion and dividend payments of $500
million. Proceeds from divestitures of $900 million were offset by acquisitions
of $500 million, company stock purchases of $300 million and a reduction in net
debt of $100 million.

Under Mr. Corbett's leadership the Company was successful in accomplishing
strategic and growth goals including successfully divesting its coal and
ammonium perchlorate businesses, acquiring Bayer's European titanium dioxide
assets, acquiring Gulf Canada's North Sea assets, and developing strategic
alliances with British Petroleum and Canadian Occidental. During 1998, the
Company increased its oil and gas prospect inventory including inauguration of
the Janice A facility in the North Sea and adding the first production platform
in Ewing Bank 910 in the Gulf of Mexico. The Company's chemical operations
recorded a strong profit for 1998 and announced a significant expansion of the
titanium dioxide facility in Hamilton, Mississippi. Mr. Corbett's 1998
discretionary incentive award is shown in the Summary Compensation Table.

The Committee believes that executive compensation for 1998 appropriately
reflects its policy to align such compensation with overall business strategy,
values and management initiatives and to ensure that the Company's goals and
performance are consistent with the interests of it's stockholders.

FEDERAL INCOME TAX DEDUCTIBILITY

Code Section 162(m) generally limits the corporate deduction on
compensation paid to the Chief Executive Officer and the next four-highest paid
officers to $1 million each during any fiscal year unless such compensation
meets certain performance based requirements. At the stockholders meeting in
May, 1998, the Company's Annual Incentive Compensation Plan was approved by
stockholders so that "performance based" compensation generated through this
plan would be considered exempt from the deduction limit. For 1998, no executive
officer of the Company received compensation, including the discretionary
incentive award, in excess of $1 million.

Submitted by:

EXECUTIVE COMPENSATION COMMITTEE
John J. Murphy, Chairman
Martin C. Jischke

OTHER INDEPENDENT NONEMPLOYEE DIRECTORS
William C. Morris
Leroy C. Richie
Richard M. Rompala
Matthew R. Simmons
Farah M. Walters

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change
in the cumulative total return to stockholders on the Company's Common Stock
against the cumulative total return of the S&P 500 Index and the S&P Domestic
Integrated Oil Index for the five year period 1994 through 1998.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
KERR-MCGEE CORPORATION
S&P 500 INDEX AND S&P DOMESTIC INTEGRATED OIL INDEX

[GRAPH]

<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Assumes $100 invested on
December 31, 1993
KMG 100 111 154 179 162 102
S&P Domestic Integrated
Oil Index 100 111 153 187 249 320
S&P 500 100 110 126 157 187 153

</TABLE>

Year-end Index

Total return includes the reinvestment of dividends.

Year-end data supplied by Bloomberg.

STOCKHOLDER PROPOSALS

Stockholder proposals for the 2000 Annual Meeting must be received at the
principal executive offices of the Company no later than November 20, 1999 to be
considered for inclusion in the Proxy Statement and form of proxy relating to
the Annual Meeting in 2000. For any other proposal that a shareholder wishes to
have considered at the Annual Meeting in 2000, the Company must have received
written notice of such proposal during the period beginning February 11, 2000
and ending March 2, 2000. Proposals which are not received by the dates
specified will be considered untimely. In addition, proposals must comply with
the ByLaws and the rules and regulations of the Securities and Exchange
Commission.

EXPENSE OF SOLICITATION

The cost of this proxy solicitation will be borne by the Company. To assist
in the proxy solicitation, the Company has engaged Georgeson & Co. for a fee of
$13,500 plus out-of-pocket expenses. The Company will reimburse brokers, banks
or other persons for reasonable expenses in sending proxy material to beneficial
owners. Proxies may be solicited through the mail, internet or telephonic
communications or meetings with stockholders or their representatives by
directors, officers and other employees of the Company who will receive no
additional compensation.

OWNERSHIP OF STOCK OF
THE COMPANY

To the best of the Company's knowledge, no person beneficially owned more
than 5% of any class of the Company's outstanding voting securities at the close
of business on March 15, 1999, except The Capital Group Companies, Inc., 333
South Hope Street, Los Angeles, California 90071 which holds 7,180,000 shares of
the Company's common stock representing 8.59% of the outstanding shares.

SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC") and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and stockholders
owning more than 10% are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on the information furnished to
the Company and written representations that no other reports were required
during the fiscal year ended December 31, 1998, all applicable Section 16(a)
filing requirements were complied with except that Leroy C. Richie made a late
filing of a Form 3 to report one transaction.

OTHER MATTERS

The Company does not know of any matters to be presented at the meeting
other than those set out in the notice preceding this Proxy Statement. If any
other matters should properly come before the meeting, it is intended that the
persons named on the enclosed proxy will vote said proxy therein at their
discretion.

Russell G. Horner, Jr.
Secretary

<PAGE>

<TABLE>

<S> <C> <C>
[KERR-MCGEE LOGO]

KERR-McGEE CORPORATION
PROXY
KERR-MCGEE CENTER
P. O. BOX 25861
OKLAHOMA CITY, OKLAHOMA 73125

</TABLE>

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
YOUR VOTE IS IMPORTANT!
YOU CAN VOTGE IN ONE OF THREE WAYS:
1. INTERNET.
2. PHONE.
3. MAIL.
VOTE BY INTERNET
Your Internet vote is quick, convenient and your vote is immediately submitted.
Just follow these easy steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet Voting site at http://www.umb.com/proxy and follow the
instructions on the screen.
Please note that all votes cast by internet must be submitted prior to 5:00 p.m.
Central Time, May 10, 1999.

Your Internet vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.

IF YOU VOTE BY INTERNET, PLEASE DO NOT RETURN YOUR PROXY BY MAIL.

VOTE BY TELEPHONE
Your Telephone vote is quick, easy and immediate. Just follow these easy steps:
1. Read the accompanying Proxy Statement.
2. Using a Touch-Tone Telephone, call Toll Free 800-758-6973 and follow the
instructions.
3. When instructed, enter the Control Number, which is printed on the
lower right hand corner of your proxy card.

Your telephone vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.

If you vote by telephone, please do not return your proxy by mail.

VOTE BY MAIL
To vote by mail, complete, sign and date the proxy card below. Detach the card
and return it in the envelope provided herein.
IF YOU ARE NOT VOTING BY INTERNET OR BY TELEPHONE, DETACH PROXY CARD AND RETURN.
- - --------------------------------------------------------------------------------
KERR-MCGEE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Luke R. Corbett, Tom J. McDaniel and Russell G.
Horner, Jr., and each of them as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Kerr-McGee Corporation held of record
by the undersigned on March 15, 1999, at the Annual Meeting of Stockholders to
be held on May 11, 1999, or any adjournment thereof (1) as hereinafter specified
on the matters as more particularly described in the Company's Proxy Statement
and (2) in their discretion on any such other business as may properly come
before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" ITEMS 1 AND 2

1. ELECTION OF DIRECTORS
(01) Tom J. McDaniel, (02) John J. Murphy, (03) Matthew R. Simmons, and
(04) Ian L. White-Thomson

[ ] FOR [ ] WITHHOLD [ ] WITHHOLD for the following only:

(NAMES): ______________________________________________________________________

2. Ratify the appointment of Arthur Andersen LLP as the Company's independent
public acountant.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The Proxies are authorized to vote in their discretion upon such other business
as may properly come before the meeting. If no direction is given, this Proxy
will be voted FOR Items 1 and 2.

The enclosed 1999 proxy material for Kerr-McGee Corporation has been mailed to
you because you were a Kerr-McGee Corporation Stockholder on March 15, 1999, the
record date for the 1999 Annual Meeting.

It is important that you vote, sign and return this Proxy as soon as possible.
By signing and promptly returning the Proxy, you will save your Company
additional mailing and solicitation costs. Please turn to the reverse side,
complete the Proxy, execute and mail today in the self-addressed, postage paid
envelope.

Thank you.

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

The Proxies are authorized to vote in their discretion upon such other business
as may properly come before the meeting. If no direction is given, this Proxy
will be voted FOR Items 1 and 2.

Dated________________________________________, 1999

Signature__________________________________________

Signature, if held jointly_______________________________

Please sign exactly as the name
appears in the address. When signing
as attorney, executor,
administrator, trustee or guardian,
please give full title. If a
corporation, please sign the full
name of the corporation by the
president or other authorized
officer. If a partnership, please
sign the name of the partnership by
an authorized person.

<PAGE>

March 19, 1999

To: Participants In The Kerr-McGee Corporation
SAVINGS INVESTMENT PLAN and/or the
EMPLOYEE STOCK OWNERSHIP PLAN Dated September 12, 1989:

As a participant in the Kerr-McGee Corporation Savings Investment Plan
("SIP") and/or the Kerr-McGee Corporation Employee Stock Ownership Plan
dated September 12, 1989 ("ESOP"), you owned shares of Common Stock of
the Company on March 15, 1999, the record date for stockholders
entitled to vote at the annual stockholders' meeting to be held on May
11, 1999. This stock is held in trust by Putnam Fiduciary Trust Company
as Trustee for the SIP and State Street Bank and Trust Company, as
Trustee for the ESOP.

Each plan provides that the shares of Common Stock of the Company which
have been allocated to your account will be voted by the Trustees in
accordance with your written instructions. Both the SIP and ESOP
provide that shares allocated to participants for which no Voting
Instructions are received shall be voted by the Trustees in the same
proportion as those allocated shares for which instructions are
received. The ESOP also provides that shares which have not yet been
allocated (approximately 1 million shares) shall also be voted by the
Trustees in the same proportion as those allocated shares for which
instructions are received.

Your vote is important! You are urged to complete and mail your Voting
Instructions promptly. If the Trustees do not receive Voting
Instructions from you, the shares in both plans for which no
instructions are received and the unallocated shares in the ESOP will
be voted in the same proportion as the total shares for which
instructions are received by the Trustees.

Enclosed for your information and use are the following:

1. Notice of the Annual Meeting and Proxy Statement. (Since your shares
will be voted through the Trustees, the enclosed Voting Instructions
replace the Proxy referred to in the Proxy Statement.)

2. Voting Instructions to the Trustee for each plan for your use in
directing the Trustees to vote your shares.

3. A postage-paid, self-addressed envelope for your use in returning
your Voting Instructions to UMB BANK N.A. which will tabulate the
Voting Instructions for each Trustee.

Very truly yours,

KERR-McGEE CORPORATION
BENEFITS COMMITTEE

By:__________________________
John C. Linehan, Chairman

<PAGE>

VOTING INSTRUCTIONS TO THE TRUSTEES

FOR ANNUAL STOCKHOLDERS' MEETING OF
KERR-MCGEE CORPORATION
TO BE HELD ON MAY 11, 1999

Putnam Fiduciary Trust State Street Bank and Trust
Company, Trustee Company, Trustee
Kerr-McGee Corporation Kerr-McGee Corporation
Savings Investment Plan Employee Stock Ownership Plan
859 Willard Street P. O. Box 1994
Quincy, Massachusetts 02269-9110 Boston, Massachusetts 02101

I hereby direct that all my shares of Kerr-McGee Corporation Common Stock, the
voting of which I am entitled to direct pursuant to the Kerr-McGee Corporation
Savings Investment Plan ("SIP") and the Kerr-McGee Corporation Employee Stock
Ownership Plan ("ESOP"), be voted by Putnam Fiduciary Trust Company (as Trustee
of the SIP) and State Street Bank and Trust Company (as Trustee of the ESOP) at
the Annual Meeting Of Stockholders on May 11, 1999, as follows:

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" ITEMS 1 and 2

SIP ESOP

1. ELECTION OF DIRECTORS: _____ FOR _____ FOR
Tom J. McDaniel, _____ WITHHOLD _____ WITHHOLD
John J. Murphy, _____ WITHHOLD for _____ WITHHOLD for
Matthew R. Simmons and the following the following
Ian L. White-Thomson only, write name(s) only, write name(s)

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

2. Ratify the appointment of Arthur _____ FOR _____ FOR
Andersen LLP as the Company's _____ AGAINST _____ AGAINST
independent public accountant. _____ ABSTAIN _____ ABSTAIN

The Trustees are authorized to grant the Proxies authority to vote in their
discretion upon such other business as may properly come before the meeting.

Because the SIP and ESOP are separate plans, you are entitled to vote separately
the shares of Kerr-McGee Corporation Common Stock you hold in each Plan.

Please sign below. The Trustee will vote your shares as you direct. If you sign
below, but do not give any instructions or give partial instructions with
respect to either the SIP or the ESOP, the Trustee for the Plan will vote FOR
Items 1 and 2. Please sign exactly as your name appears in the address.

If you do not return voting instructions to the Trustees, the shares for which
no instructions are received will be voted in the same proportion by each
Trustee as the total shares for which instructions are received by such Trustee.

- - ------------------------ ---------------------- --------------
Signature of Participant Social Security Number Date

The enclosed 1999 proxy material for Kerr-McGee Corporation has been mailed to
you because you held stock through the Kerr-McGee Corporation Savings Investment
Plan and/or Kerr-McGee Corporation Employee Stock Ownership Plan on March 15,
1999, the record date for the 1999 Annual Meeting.

It is important that you vote, sign and return the Voting Instructions as soon
as possible. By signing and promptly returning the Voting Instructions, you will
save your Company additional mailing and solicitation costs. Please turn to the
reverse side, complete the Voting Instructions, execute and mail today in the
self-addressed, postage paid envelope.

Thank You.

<PAGE>

March 19, 1999

To: Participants In The Oryx Energy Company
Capital Accumulation Plan

As a participant in the Oryx Energy Company Capital Accumulation Plan
("CAP") and as a result of the recent merger between Kerr-McGee Corporation
and Oryx Energy Company, you owned shares of Kerr-McGee Corporation Common
Stock on March 15, 1999, the record date for stockholders entitled to vote
at the Kerr-McGee Corporation Annual Stockholders' Meeting to be held on
May 11, 1999.

The CAP provides that the shares of Kerr-McGee Corporation Common Stock
which have been allocated to your account will be voted by the Trustee in
accordance with your written instructions. The CAP provides that shares
allocated to participants for which no Voting Instructions are received
shall be voted by the Trustee in the same proportion as those allocated
shares for which Voting Instructions are received. Unallocated shares of
Common Stock in Fund L (LESOP) of CAP will be voted in the same proportion
as the allocated shares.

Your vote is important! You are urged to complete and mail your Voting
Instructions promptly.

Enclosed for your information and use are the following:

1. Notice of the Annual Meeting and Proxy Statement. (Since your shares
will be voted through a Trustee, the enclosed Voting Instructions replace
the Proxy referred to in the Proxy Statement.)

2. Voting Instructions to the Trustee for the CAP for your use in directing
the Trustee to vote your shares.

3. A postage-paid, self-addressed envelope for your use in returning your
Voting Instructions to UMB BANK N.A. which will tabulate the Voting
Instructions for the Trustee.

Very truly yours,

KERR-McGEE CORPORATION
BENEFITS COMMITTEE

<PAGE>

VOTING INSTRUCTIONS TO THE TRUSTEE

FOR ANNUAL STOCKHOLDERS' MEETING OF
KERR-MCGEE CORPORATION
TO BE HELD ON MAY 11, 1999

The Bank of New York, Trustee
Oryx Energy Company
Capital Accumulation Plan
One Wall Street
New York, New York 10286

I hereby direct that all my shares of Kerr-McGee Corporation Common Stock, the
voting of which I am entitled to direct pursuant to the Oryx Energy Capital
Accumulation Plan ("CAP") be voted by the Bank of New York (as Trustee of the
CAP) at the Annual Meeting Of Stockholders on May 11, 1999, as follows:

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" ITEMS 1 and 2

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

2. Ratify the appointment of Arthur _____ FOR _____ FOR
Andersen LLP as the Company's _____ AGAINST _____ AGAINST
independent public accountant. _____ ABSTAIN _____ ABSTAIN

The Trustee is authorized to grant the Proxies authority to vote in their
discretion upon such other business as may properly come before the meeting.

Please sign below. The Trustee will vote your shares as you direct. If you sign
below, but do not give any instructions or give partial instructions, the
Trustee for the CAP will vote FOR Items 1 and 2. Please sign exactly as your
name appears in the address.

If you do not return Voting Instructions to the Trustee, the shares for which no
instructions are received will be voted in the same proportion by the Trustee as
the total shares for which instructions are received by the Trustee.

- - -------------------------- ----------------------- ---------------
Signature of Participant Social Security Number Date

The enclosed 1999 proxy material for Kerr-McGee Corporation has been mailed to
you because you held stock through the Oryx Energy Company Capital Accumulation
Plan on March 15, 1999, the record date for the 1999 Annual Meeting.