0001141185-05-000030 Sample Contracts

Contract
Proxy Solicitation Agreement • April 14th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York

Agreement, dated April 13, 2005, between Kerr-McGee Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages of this agreement as Icahn Parties (each, an “Icahn Party” and, collectively, the “Icahn Parties”), and the parties listed on the signature pages of this agreement as Jana Parties (each, a “JANA Party” and, collectively, the “JANA Parties”).

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