EXHIBIT 24
WEG GP LLC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of WEG GP LLC, a Delaware limited liability
company, as general partner of Williams Energy Partners L.P. ("WEG GP"), does
hereby constitute and appoint CRAIG R. RICH, BRIAN K. SHORE and WILLIAM H. GAULT
as their true and lawful attorneys and each of them (with full power to act
without the other) their true and lawful attorneys for them and in their name
and in their capacity as a director or officer, or both, of WEG GP, as
hereinafter set forth below their signature, to sign Williams Energy Partners
L.P.'s Annual Report to the Securities and Exchange Commission on Form 10-K for
the fiscal year ended December 31, 2002, and any and all amendments thereto or
all instruments necessary or incidental in connection therewith; and
THAT the undersigned WEG GP does hereby constitute and appoint CRAIG
R. RICH, BRIAN K. SHORE and WILLIAM H. GAULT its true and lawful attorneys and
each of them (with full power to act without the other) its true and lawful
attorney for it and in its name and on its behalf to sign said Form 10-K and any
and all amendments thereto and any and all instruments necessary or incidental
in connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this instrument,
all as of the 21st day of January , 2003.
/s/ Steven J. Malcolm /s/ Phillip D. Wright
- -------------------------------- ---------------------------------
Steven J. Malcolm Phillip D. Wright
Director Chairman of the Board
and Director
/s/ Don R. Wellendorf /s/ Keith E. Bailey
- -------------------------------- ---------------------------------
Don R. Wellendorf Keith E. Bailey
Director Director
/s/ William A. Bruckmann, III /s/ Don J. Gunther
- -------------------------------- ---------------------------------
William A. Bruckmann, III Don J. Gunther
Director Director
/s/ William W. Hanna
- --------------------------------
William W. Hanna
Director
WEG GP LLC, as General Partner of
Williams Energy Partners L.P.
By /s/ Don R. Wellendorf
---------------------------------------------
Don R. Wellendorf
President and Chief Executive Officer
(Principal Executive Officer)
By /s/ John D. Chandler
---------------------------------------------
John D. Chandler
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
ATTEST:
/s/ Brian K. Shore
- ---------------------------
Brian K. Shore
Secretary
EXHIBIT 24
WEG GP LLC
I, the undersigned, Brian K. Shore, Secretary of WEG GP LLC, a Delaware
limited liability company, as general partner of Williams Energy Partners L.P.
(hereinafter called the "Company"), do hereby certify that at a meeting of the
Board of Directors of the Company, duly convened and held on January 21, 2003,
at which a quorum of said Board was present and acting throughout, the following
resolutions were duly adopted:
RESOLVED that the Chief Executive Officer and Chief Financial
Officer of the Company, acting in its capacity as the general
partner of Williams Energy Partners L.P. (the "Partnership"), be,
and each of them hereby is, authorized and empowered to execute a
Power of Attorney for use in connection with the execution and
filing for and on behalf of the Partnership, under the Securities
Exchange Act of 1934, of the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 2002.
I further certify that the foregoing resolution has not been modified,
revoked or rescinded and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of WEG GP LLC this 14th day of March, 2003.
/S/ Brian K. Shore
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Brian K. Shore
Secretary
[CORPORATE SEAL]