<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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
------------------------------
WILLIAM E. BRADFORD, DIRECTOR
<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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
SYLVIA A. EARLE, DIRECTOR
<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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
-----------------------------------
DAVID G. GENEVER-WATLING, DIRECTOR
<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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
MARTIN C. JISCHKE, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
WILLIAM C. MORRIS, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
JOHN J. MURPHY, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
LEROY C. RICHIE, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
MATTHEW R. SIMMONS, DIRECTOR
<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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
FARAH M. WALTERS, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
IAN L. WHITE-THOMSON, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
LUKE R. CORBETT, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
TOM J. MCDANIEL, 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"),
a Registration Statement ("Registration Statement") on Form S-8 with such
amendment or amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other documents having relation to the
Registration Statement, as follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLANS
---------------------- ---------------- -------------
<S> <C> <C>
FORM S-8 1,652,553 1) ORYX ENERGY COMPANY 1997 LONG-
TERM INCENTIVE PLAN
2) ORYX ENERGY COMPANY EXECUTIVE
VARIABLE INCENTIVE PLAN
3) ORYX ENERGY COMPANY EQUITY AND
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
</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 March 1, 1999.
--------------------------------
DEBORAH A. KITCHENS, DIRECTOR
