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January
17, 2006 - January 10, 2006
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(Date
of Report - Date of earliest event
reported)
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KERR-McGEE
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-16619
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73-1612389
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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123
Robert S. Kerr Avenue,
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Oklahoma
City, Oklahoma
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73102
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(Address
of principal executive offices)
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(Zip
Code)
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(405) 270-1313
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(Registrant's
telephone number)
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Item
1.01
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Entry
into a Material Definitive Agreement
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(a) On
January 10, 2006, the Board of Directors (“Board”) of Kerr-McGee
Corporation (“Company”) approved a compensation plan for non-employee
directors of the Company. The terms of the compensation plan are
attached
hereto as Exhibit 10.1.
(b) On
January 10, 2006, the Executive Compensation Committee of the Board
approved (i) 2006 salaries of the Company’s executive officers, (ii) 2006
performance measures and target awards for the Company’s executive
officers under the Annual Incentive Compensation Plan (“AICP”), and (iii)
the granting of long term incentive awards for the Company’s executive
officers under the 2005 Long Term Incentive Plan (“LTIP”). Attached hereto
as Exhibit 10.2 are the 2006 salaries, AICP performance measures
and
target awards, and LTIP awards for Luke
R. Corbett, Chairman of the Board and Chief Executive Officer; David
A.
Hager, Chief Operating Officer; Kenneth W. Crouch, Executive Vice
President; Robert M. Wohleber, Senior Vice President and Chief Financial
Officer; and Gregory F. Pilcher, Senior Vice President, General Counsel
and Secretary.
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Item
9.01
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Financial
Statements and Exhibits
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(c)
Exhibits
10.1
Compensation Arrangements with Non-Employee Directors
10.2
Compensation Arrangements with Named Executive
Officers
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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KERR-MCGEE
CORPORATION
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By:
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(John
M. Rauh)
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John
M. Rauh
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Vice
President and Controller
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Dated:
January 17, 2006
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