EXHIBIT 24.2
POWER OF ATTORNEY
Each person whose signature appears below appoints Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, Rick A.
Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
Sigmund L. Cornelius, Vice President and Treasurer of Conoco, and each of them,
severally, as his or her true and lawful attorney or attorneys-in-fact and agent
or agents, each of whom shall be authorized to act with or without the other,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead in his or her capacity as a director or officer or
both, as the case may be, of Conoco or ConocoPhillips or both, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and any registration statement of the type contemplated by Rule 462(b)
under the Securities Act of 1933, as amended (the "Securities Act"), and all
documents or instruments necessary or appropriate to enable Conoco and/or
ConocoPhillips to comply with the Securities Act, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of
said attorneys-in-fact and agents to do and perform in the name and on behalf of
each such director or officer, or both, as the case may be, each and every act
whatsoever that is necessary, appropriate or advisable in connection with any or
all of the above-described matters and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ Archie W. Dunham
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Archie W. Dunham
/s/ Richard A. Auchinleck
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Richard A. Auchinleck
/s/ Kenneth M. Duberstein
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Kenneth M. Duberstein
/s/ Ruth R. Harkin
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Ruth R. Harkin
/s/ Charles C. Krulak
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Charles C. Krulak
/s/ Frank A. McPherson
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Frank A. McPherson
/s/ William K. Reilly
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William K. Reilly
/s/ William R. Rhodes
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William R. Rhodes
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ J. J. Mulva
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J. J. Mulva, Director;
Chairman of the Board of Directors
and Chief Executive Officer;
Principal Executive Officer
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ John A. Carrig
-------------------------------------
John A. Carrig, Senior Vice President
and Chief Financial Officer;
Principal Financial Officer
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Rand C. Berney
--------------------------------------
Rand C. Berney
Vice President and Controller;
Principal Accounting Officer
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Norman R. Augustine
-------------------------------
Norman R. Augustine, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ David L. Boren
----------------------------
David L. Boren, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Larry D. Horner
-----------------------------------
Larry D. Horner, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ J. Stapleton Roy
--------------------------
J. Stapleton Roy, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Randall L. Tobias
----------------------------------
Randall L. Tobias, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
her true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for her and in her name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as she might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Victoria J. Tschinkel
-----------------------------------
Victoria J. Tschinkel, Director
Phillips Petroleum Company
Date: July 29, 2002
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and appoints
J. Bryan Whitworth, John A. Carrig and Rand C. Berney, jointly and severally, as
her true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for her and in her name, place, and stead, in any and all
capacities, to sign any and all registration statements and amendments thereto
(including post-effective amendments) on Form S-3 to be filed by ConocoPhillips
and to be joined by Phillips Petroleum Company (the "Company") as a guarantor of
ConocoPhillips, as the same may be amended or supplemented, relating to
securities of ConocoPhillips, including without limitation, senior and
subordinated debt securities, equity securities (common and preferred),
depositary shares, guarantees of subsidiaries' and affiliates' preferred
securities, stock purchase contracts or units and securities exchangeable for or
convertible into securities of ConocoPhillips or third parties, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as she might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Kathryn C. Turner
---------------------------------
Kathryn C. Turner, Director
Phillips Petroleum Company
Date: July 29, 2002