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Exhibit 24.2
M.A. HANNA COMPANY
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that M.A. Hanna Company, a Delaware corporation
(the "Company"), which anticipates filing with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Act"), a
registration statement or registration statements on Form S-4 or such other form
as the officers of the Company may determine to be appropriate with respect to
shares of Common Stock, par value $1.00 per share, of the Company which may be
exchanged in a consolidation of the Company, The Geon Company and a new Ohio
corporation, and each of the undersigned Directors and officers of the Company
hereby constitutes and appoints John S. Pyke, Jr. and Patrick J. Leddy, and each
of them, his or her true and lawful attorney-in-fact, as agent with full power
and substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign, execute and file with the SEC
such registration statement(s) aforesaid under the Act, including any amendments
relating thereto with all exhibits, and any and all documents required to be
filed with any federal or state regulatory authority, including any state
securities regulatory board or commission, pertaining the securities subject to
such registration, granting unto said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as each of them might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or any of their substitutes, may do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
18 day of May, 2000.
/s/ P. D. Ashkettle
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P. D. Ashkettle
/s/ M. S. Duffey
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M. S. Duffey
/s/ T. E. Lindsey
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T. E. Lindsey
/s/ C. A. Cartwright
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C. A. Cartwright
/s/ W. R. Embry
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W. R. Embry
/s/ J. T. Eyton
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J. T. Eyton
/s/ R. A. Garda
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R. A. Garda
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G. D. Harnett
/s/ D. H. Hoag
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D. H. Hoag
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G. D. Kirkham
/s/ D. B. Lewis
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D. B. Lewis
/s/ M. L. Mann
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M. L. Mann
/s/ M. D. Walker
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M. D. Walker