Fitch Ratings Places Kerr-McGee on Rating Watch Positive

Business Wire, June 23, 2006

CHICAGO -- Fitch Ratings has placed the following ratings of Kerr-McGee Corporation (Kerr-McGee) on Rating Watch Positive following the company's announcement that it has agreed to be acquired by Anadarko Petroleum Corporation (Anadarko):

-- Long-term Issuer Default Rating (IDR) 'BB';

-- Senior unsecured credit facility 'BB';

-- Senior unsecured notes 'BB'.

Kerr-McGee announced that it has agreed to be acquired by Anadarko in a transaction valued at approximately $18 billion. The rating watch reflects the expectation that Kerr-McGee's existing $2.4 billion of debt will be taken out shortly after closing or guaranteed by Anadarko. Fitch has concurrently placed the ratings of Anadarko on Rating Watch Negative and anticipates the long-term IDR of Anadarko will remain investment grade at closing.

Fitch currently rates Anadarko's debt as follows:

-- Long-Term Issuer Default Rating 'BBB ';

-- Senior unsecured debt 'BBB ';

-- Bank credit facility 'BBB ';

-- Preferred stock 'BBB';

-- Commercial paper 'F2'.

Kerr-McGee is an Oklahoma City, Okla.-based energy company with proven reserves of approximately 900 million barrels of oil equivalent (boe) following the significant asset sales over the last several quarters.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.