<PAGE> 1
EXHIBIT 24
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ LUKE R. CORBETT
----------------------------------
LUKE R. CORBETT
DIRECTOR, CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE> 2
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett and Tom J. McDaniel, 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 Statements
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 1st
day of December, 1999.
/s/ ROBERT M. WOHLEBER
-------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
<PAGE> 3
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ DEBORAH A. KITCHENS
--------------------------------
DEBORAH A. KITCHENS
VICE PRESIDENT AND CONTROLLER
<PAGE> 4
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 effective
the 1st day of November, 1999.
/s/ WILLIAM E. BRADFORD
-----------------------------------
WILLIAM E. BRADFORD, DIRECTOR
<PAGE> 5
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 effective
the 1st day of November, 1999.
/s/ SYLVIA A. EARLE
--------------------------------
SYLVIA A. EARLE, DIRECTOR
<PAGE> 6
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 effective
the 1st day of November, 1999.
/s/ DAVID C. GENEVER-WATLING
----------------------------------------
DAVID C. GENEVER-WATLING, DIRECTOR
<PAGE> 7
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ MARTIN C. JISCHKE
-----------------------------------
MARTIN C. JISCHKE, DIRECTOR
<PAGE> 8
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ TOM J. MCDANIEL
--------------------------------
TOM J. MCDANIEL, DIRECTOR AND
VICE CHAIRMAN OF THE BOARD
<PAGE> 9
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ WILLIAM MORRIS
------------------------------------
WILLIAM MORRIS, DIRECTOR
<PAGE> 10
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ JOHN J. MURPHY
-------------------------------
JOHN J. MURPHY, DIRECTOR
<PAGE> 11
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ LEROY C. RICHIE
--------------------------------
LEROY C. RICHIE, DIRECTOR
<PAGE> 12
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 effective
the 1st day of November, 1999.
/s/ MATTHEW R. SIMMONS
---------------------------------------
MATTHEW R. SIMMONS, DIRECTOR
<PAGE> 13
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 10th
day of February, 1998.
/s/ FARAH M. WALTERS
--------------------------------
FARAH M. WALTERS, DIRECTOR
<PAGE> 14
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Act"), Registration
Statements ("Registration Statements") 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 Statements, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel 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 Statements 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 effective
the 1st day of November, 1999.
/s/ IAN L. WHITE-THOMSON
----------------------------------
IAN L. WHITE-THOMSON, DIRECTOR
