<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.
--------------------------------
MARTIN C. JISCHKE, 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"), 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.
--------------------------------
WILLIAM MORRIS, 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"), 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.
--------------------------------
JOHN J. MURPHY, 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"), 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.
--------------------------------
LEROY C. RICHIE, 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 this
10th day of February, 1998.
--------------------------------
FARAH M. WALTERS, 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 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.
--------------------------------
DEBORAH A. KITCHENS, 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.
--------------------------------
LUKE R. CORBETT, 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.
--------------------------------
TOM J. MCDANIEL, 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"), 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.
--------------------------------
WILLIAM E. BRADFORD, 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 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.
--------------------------------
SYLVIA A. EARLE, 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
effective the 1st day of November, 1999.
----------------------------------
DAVID C. GENEVER-WATLING, 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.
--------------------------------
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 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.
--------------------------------
IAN L. WHITE-THOMAS, 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 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.
--------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
