Exhibit 24.1
POWER OF ATTORNEY
BE IT KNOWN that the undersigned, Pemex Project Funding Master Trust, a Delaware statutory trust (“Trust”), created pursuant to the terms of that certain Trust Agreement, dated as of November 10, 1998 (the “Trust Agreement”), among The Bank of New York, as Managing Trustee, The Bank of New York (Delaware), as Delaware Trustee, and Petroleos Mexicanos (“Pemex”), as Sole Beneficiary, domiciled in Wilmington, Delaware, fully empowered for this purpose, do hereby grant to each of Juan José Suárez, Chief Financial Officer of Pemex and Mauricio Alazraki, Associate Managing Director of Finance of Pemex, acting individually, a full and sufficient power of attorney to execute and file, on behalf of the Trust, the registration statement on Form F-4 and related amendments thereto relating to the Trust’s U.S. $36,296,000 8.50% Notes due 2008, U.S. $18,095,000 7.375% Notes due 2014 and U.S. $47,085,000 8.625% Bonds due 2022, with the United States Securities and Exchange Commission and take all incidental or ancillary steps before the Commission, with power also to appoint a substitute hereunder, and again to revoke such substituted power.
Done and signed at The Bank of New York, 101 Barclay Street, 21W, New York, NY 10286, on this 18th day of August 2004.
| PEMEX PROJECT FUNDING | ||||
| By: The Bank of New York, not in its individual capacity but solely as Managing Trustee | ||||
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| By: | /s/ Marion Zinowski |
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| Name: | Marion Zinowski |
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| Title: | Vice President |
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STATE OF New York) |
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COUNTY OF New York) |
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On this 18th day of August, in the year 2004, before me personally came Marion Zinowski to me known, who being by me duly sworn, did depose and say that she is the Vice President of The Bank of New York, the bank described in and which executed the foregoing instrument as Managing Trustee and on behalf of Pemex Project Funding Master Trust.
| /s/ Vanessa Mack | |
| Notary Public | |
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| Vanessa Mack | |
| Notary Public, State of New York | |
| No. 01MA6030711 | |
| Qualified in New York County | |
| Commission Expires September 20, 2005 | |