1
Exhibit 24.1
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ William E. Bradford
-------------------------------------
WILLIAM E. BRADFORD, DIRECTOR
2
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Sylvia A. Earle
----------------------------------
SYLVIA A. EARLE, DIRECTOR
3
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ David C. Genever-Watling
----------------------------------
DAVID C. GENEVER-WATLING, DIRECTOR
4
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Martin C. Jischke
----------------------------------
MARTIN C. JISCHKE, DIRECTOR
5
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ William C. Morris
----------------------------------
WILLIAM C. MORRIS, DIRECTOR
6
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ John J. Murphy
----------------------------------
JOHN J. MURPHY, DIRECTOR
7
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Leroy C. Richie
----------------------------------
LEROY C. RICHIE, DIRECTOR
8
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Matthew R. Simmons
----------------------------------
MATTHEW R. SIMMONS, DIRECTOR
9
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Farah M. Walters
----------------------------------
FARAH M. WALTERS, DIRECTOR
10
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Ian L. White-Thomson
----------------------------------
IAN L. WHITE-THOMSON, DIRECTOR
11
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as a Director and
Officer of the Company, does hereby appoint Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director and Officer
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Luke R. Corbett
----------------------------------
LUKE R. CORBETT
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
12
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in his capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett and Gregory F. Pilcher, and each of
them severally, his true and lawful attorneys or attorney-in-fact and agents or
agent with power to act with or without the others and with full power of
substitution and resubstitution, to execute for him and in his name, place and
stead, in his capacity as an Officer of the Company, the Registration Statement
and any and all amendments thereto, including post-effective amendments, as said
attorneys or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, and to file the
same or cause the same to be filed with the Commission. Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Robert M. Wohleber
----------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
13
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-3, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
proposal to issue and sell up to $2,000,000,000 of securities of the Company;
NOW, THEREFORE, the undersigned in her capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as an Officer of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the acquisition of HS Resources, Inc.
/s/ Deborah A. Kitchens
----------------------------------
DEBORAH A. KITCHENS
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
14
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Robert M. Wohleber and Gregory F. Pilcher,
and each of them severally, his true and lawful attorneys or attorney-in-fact
and agents or agent with power to act with or without the others and with full
power of substitution and resubstitution, to execute for him and in his name,
place and stead, in his capacity as an Officer and Director of the Company, the
Registration Statement and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Luke R. Corbett
----------------------------------------
LUKE R. CORBETT
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
15
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Kenneth W. Crouch
----------------------------------
KENNETH W. CROUCH
SENIOR VICE PRESIDENT
16
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in her capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as an Officer of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Deborah A. Kitchens
-------------------------------
DEBORAH A. KITCHENS
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
17
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett and Robert M. Wohleber, and
each of them severally, his true and lawful attorneys or attorney-in-fact and
agents or agent with power to act with or without the others and with full power
of substitution and resubstitution, to execute for him and in his name, place
and stead, in his capacity as an Officer and Director of the Company, the
Registration Statement and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Gregory F. Pilcher
--------------------------------
GREGORY F. PILCHER
SENIOR VICE PRESIDENT AND DIRECTOR
18
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett and Gregory F. Pilcher, and
each of them severally, his true and lawful attorneys or attorney-in-fact and
agents or agent with power to act with or without the others and with full power
of substitution and resubstitution, to execute for him and in his name, place
and stead, in his capacity as an Officer and Director of the Company, the
Registration Statement and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Robert M. Wohleber
-------------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND DIRECTOR
19
KERR-MCGEE OPERATING CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Operating Corporation, a Delaware corporation (the
"Company"), (formerly Kerr-McGee Corporation) intends to file with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on Form S-3, including
a Prospectus (the "Registration Statement") with such amendment or amendments
thereto as may be necessary or appropriate, together with any and all exhibits
and other documents having relation to the Registration Statement, in connection
with the Company's proposal to issue and sell up to $2,000,000,000 of securities
of the Company of the type listed therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ W. P. Woodward
----------------------------------
W. P. WOODWARD
SENIOR VICE PRESIDENT
20
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in her capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Annell Bay
-----------------------------
ANNELL BAY
VICE PRESIDENT AND DIRECTOR
21
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Dale E. Cantwell
-------------------------------
DALE E. CANTWELL
VICE PRESIDENT AND DIRECTOR
22
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and
Director of the Company, does hereby appoint Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Luke R. Corbett
------------------------------------
LUKE R. CORBETT
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
23
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Kenneth W. Crouch
----------------------------------
KENNETH W. CROUCH
SENIOR VICE PRESIDENT AND DIRECTOR
24
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in her capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as an Officer of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Deborah A. Kitchens
-------------------------------
DEBORAH A. KITCHENS
VICE PRESIDENT AND
CHIEF ACCOUNTING OFFICER
25
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett and Robert M. Wohleber, and
each of them severally, his true and lawful attorneys or attorney-in-fact and
agents or agent with power to act with or without the others and with full power
of substitution and resubstitution, to execute for him and in his name, place
and stead, in his capacity as an Officer and Director of the Company, the
Registration Statement and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Gregory F. Pilcher
------------------------------------
GREGORY F. PILCHER
SENIOR VICE PRESIDENT, SECRETARY AND
DIRECTOR
26
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett, Robert M. Wohleber and
Gregory F. Pilcher, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as an Officer and Director
of the Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Lawrence H. Towell
---------------------------
LAWRENCE H. TOWELL
VICE PRESIDENT AND DIRECTOR
27
HS RESOURCES, INC.
POWER OF ATTORNEY
WHEREAS, HS Resources, Inc., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-3, including a Prospectus (the "Registration Statement")
with such amendment or amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents having relation to the
Registration Statement, in connection with the Company's proposal to issue and
sell up to $2,000,000,000 of securities of the Company of the type listed
therein;
NOW, THEREFORE, the undersigned in his capacity as an Officer and Director
of the Company, does hereby appoint Luke R. Corbett and Gregory F. Pilcher, and
each of them severally, his true and lawful attorneys or attorney-in-fact and
agents or agent with power to act with or without the others and with full power
of substitution and resubstitution, to execute for him and in his name, place
and stead, in his capacity as an Officer and Director of the Company, the
Registration Statement and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument to be
effective upon the 17th day of August, 2001.
/s/ Robert M. Wohleber
------------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND DIRECTOR