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Kerr-McGee Enters Settlement With Icahn Group and JANA Partners

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Kerr-McGee has entered into a settlement with Mr. Carl Icahn, certain affiliated funds and JANA Partners.

As a result, the company will dismiss its complaint with prejudice filed March 10, 2005, in the United States District Court for the Western District of Oklahoma.

Kerr-McGee also announced that based on the company’s recent actions to enhance stockholder value, including the previously announced separation of its chemical business and recently announced $4 billion share repurchase program in the form of a modified “Dutch Auction” tender offer, it has received written notice from the Icahn Group and JANA Partners confirming that they will immediately cease proxy solicitation activities. The Icahn Group and JANA Partners will withdraw their alternate board nominees from consideration for election to the board of directors of Kerr-McGee on successful completion of Kerr-McGee’s repurchase program. Kerr-McGee has every expectation that it will complete the repurchase program by mid-May, 2005.

“This settlement enables the company to deliver on its commitment to deliver stockholder value and to advance its strategy as a pure-play exploration and production company,” said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. “Our conversations with Mr. Icahn and JANA have been productive.”

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Kerr-McGee Enters Settlement With Icahn Group and JANA Partners
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