Article: Fitch Places Kerr-McGee on Rating Watch Negative.

CHICAGO -- Fitch Ratings has placed the rating of Kerr-McGee Corporation (Kerr-McGee) on Rating Watch Negative following the proposal by Carl Icahn and Barry Rosenstein to monetize forward production and use the proceeds to repurchase shares. Both Mr. Icahn and Mr. Rosenstein are seeking Kerr-McGee Board of Director seats. Fitch currently rates Kerr-McGee's Senior Unsecured Debt at 'BBB.'

On March 3, 2005, Mr. Icahn and Mr. Rosenstein suggested that Kerr-McGee do the following:

--Sell the chemical business;

--Execute a volumetric Production Payment (VPP) for 50 million barrels of oil equivalent (boe) of proved producing reserves over each of ...

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