POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS: That each of the undersigned
directors of Premcor USA Inc., a Delaware corporation ("USA"), hereby
constitutes and appoints William E. Hantke and Jeffry N. Quinn, and each of
them, his true and lawful attorneys-in-fact and agents, with full power to act
without the others, to sign USA's Annual Report on Form 10-K for the year ended
December 31, 2001, to be filed with the Securities and Exchange Commission under
the provisions of the Securities Exchange Act of 1934, as amended; to file such
Annual Report and the exhibits thereto and any and all other documents in
connection therewith, including without limitation amendments thereto, with the
Securities and Exchange Commission; and to do and perform any and all other acts
and things requisite and necessary to be done in connection with the foregoing
as fully as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
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/s/ Thomas D. O'Malley President, Chief Executive Officer, Chief March 28, 2002
- ---------------------- Operating Officer and Chairman of the Board
Thomas D. O'Malley (principal executive officer)
/s/ Marshall A. Cohen Director March 28, 2002
- ----------------------
Marshall A. Cohen
/s/ Richard C. Lappin Director March 28, 2002
- ----------------------
Richard C. Lappin
/s/ David I. Foley Director March 28, 2002
- ----------------------
David I. Foley
/s/ Robert L. Friedman Director March 28, 2002
- ----------------------
Robert L. Friedman
/s/ Jefferson F. Allen Director March 28, 2002
- ----------------------
Jefferson F. Allen
Director March 28, 2002
- ----------------------
Wilkes McClave III