Exhibit 24.2
HOUSTON REFINING LP
POWER OF ATTORNEY
WHEREAS, Houston Refining LP, a Delaware limited partnership (the “Partnership”), acting through its general partner, Lyondell Refining Company LLC (the “Company”), a Delaware limited liability company, both of which are wholly owned subsidiaries of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Partnership or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Partnership, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Partnership, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Dan F. Smith | | | | Chief Executive Officer |
| Dan F. Smith | | | | (Principal Executive Officer) |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | (Principal Financial Officer) and of Lyondell Chemical Company |
| | |
| /s/ Charles L. Hall | | | | Vice President, Controller and Chief Accounting Officer |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | of Lyondell Refining Company LLC |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
LYONDELL (PELICAN) PETROCHEMICAL L.P.1, INC.
POWER OF ATTORNEY
WHEREAS, Lyondell (Pelican) Petrochemical L.P.1, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 2 of 19
LYONDELL CHEMICAL DELAWARE COMPANY
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Delaware Company., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President, Treasurer and Director |
Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
Kevin R. Cadenhead | | | | |
| | |
| /s/ Charles L. Hall | | | | Director |
Charles L. Hall | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 3 of 19
LYONDELL CHEMICAL NEDERLAND, LTD
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Nederland, Ltd., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | |
| Kevin R. Cadenhead | | | | Director |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 4 of 19
LYONDELL CHEMICAL PROPERTIES, L.P.
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Properties, L.P., a Delaware limited partnership (the “Company”), through its general partner Lyondell Chemical Technology Management, Inc. (“General Partner”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President, Treasurer and Director |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Rick Fontenot | | | | Director |
| Rick Fontenot | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Charles L. Hall | | | | Director |
| Charles L. Hall | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Gary L. Koehler | | | | Director |
| Gary L. Koehler | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 5 of 19
LYONDELL CHEMICAL TECHNOLOGY 1 INC.
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Technology 1 Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President and Treasurer |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Charles L. Hall | | | | Director |
| Charles L. Hall | | | | |
| | |
| /s/ Rick Fontenot | | | | |
| Rick Fontenot | | | | Director |
| | |
| /s/ Gary L. Koehler | | | | Director |
| Gary L. Koehler | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 6 of 19
LYONDELL CHEMICAL TECHNOLOGY MANAGEMENT, INC.
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Technology Management, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President, Treasurer and Director |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Rick Fontenot | | | | Director |
| Rick Fontenot | | | | |
| | |
| /s/ Charles L. Hall | | | | Director |
| Charles L. Hall | | | | |
| | |
| /s/ Gary L. Koehler | | | | Director |
| Gary L. Koehler | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 7 of 19
LYONDELL CHEMICAL TECHNOLOGY, L.P.
POWER OF ATTORNEY
WHEREAS, Lyondell Chemical Technology, L.P., a Delaware limited partnership (the “Partnership”), through its general partner Lyondell Chemical Technology Management, Inc. (“Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Partnership or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President, Treasurer and Director |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Rick Fontenot | | | | Director |
| Rick Fontenot | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Charles L. Hall | | | | Director |
| Charles L. Hall | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Gary L. Koehler | | | | Director |
| Gary L. Koehler | | | | of Lyondell Chemical Technology Management, Inc. |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 8 of 19
LYONDELL CHIMIE FRANCE CORPORATION
POWER OF ATTORNEY
WHEREAS, Lyondell Chimie France Corporation, a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 9 of 19
LYONDELL FRANCE, INC.
POWER OF ATTORNEY
WHEREAS, Lyondell France, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 10 of 19
LYONDELL HOUSTON REFINERY INC.
POWER OF ATTORNEY
WHEREAS, Lyondell Houston Refinery Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 11 of 19
LYONDELL LP3 GP, LLC
POWER OF ATTORNEY
WHEREAS, Lyondell LP3 GP, LLC, a Delaware limited liability company (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President and Treasurer |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 12 of 19
LYONDELL LP3 PARTNERS, LP
POWER OF ATTORNEY
WHEREAS, Lyondell LP3 Partners, LP, a Delaware limited partnership (the “Partnership”), acting through its general partner, Lyondell LP3 GP, LLC (the “Company”), a Delaware limited liability company, both of which are wholly owned subsidiaries of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Partnership or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as an officer of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as an officer of the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President and Treasurer |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) Lyondell LP3 GP, LLC |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 13 of 19
LYONDELL LP4 INC.
POWER OF ATTORNEY
WHEREAS, Lyondell LP4 Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 14 of 19
LYONDELL PETROCHEMICAL L.P. INC.
POWER OF ATTORNEY
WHEREAS, Lyondell Petrochemical L.P. Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 15 of 19
LYONDELL REFINING COMPANY LLC
POWER OF ATTORNEY
WHEREAS, Lyondell Refining Company LLC, a Delaware limited liability company (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 16 of 19
LYONDELL REFINING I LLC
POWER OF ATTORNEY
WHEREAS, Lyondell Refining I LLC, a Delaware limited liability company (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Francis P. McGrail | | | | President and Treasurer |
| Francis P. McGrail | | | | (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 17 of 19
POSM DELAWARE, INC.
POWER OF ATTORNEY
WHEREAS, POSM Delaware, Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary of Lyondell Chemical Company (“Lyondell”), intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Company or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute 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 the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Morris Gelb | | | | President |
| Morris Gelb | | | | (Principal Executive Officer) |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller and Director |
| Charles L. Hall | | | | (Principal Accounting Officer) |
| | |
| /s/ Karen A. Twitchell | | | | Vice President and Treasurer |
| Karen A. Twitchell | | | | (Principal Financial Officer) |
| | |
| /s/ Kevin R. Cadenhead | | | | Director |
| Kevin R. Cadenhead | | | | |
| | |
| /s/ Francis P. McGrail | | | | Director |
| Francis P. McGrail | | | | |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
Page 18 of 19
POSM II PROPERTIES PARTNERSHIP, L.P.
POWER OF ATTORNEY
WHEREAS, POSM II Properties Partnership, L.P., a Delaware limited partnership (the “Partnership”), through its general partner Lyondell Chemical Company (“Lyondell”), of which the Partnership is a wholly owned subsidiary, intends to file with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3, including one or more prospectuses, with such amendment or amendments thereto, whether pre-effective or post-effective (and including any registration statement for the same offering filed pursuant to Rule 462 under the Act), in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with potential future issuances of securities registered thereby by Lyondell, the Partnership or their affiliate co-registrants.
NOW, THEREFORE, each of the undersigned, in his or her capacity as an officer of Lyondell, acting for and on behalf of the Partnership as its general partner, does hereby appoint Kerry A. Galvin and T. Kevin DeNicola and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as an officer of Lyondell, acting for and on behalf of the Partnership, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem 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 each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this29th day ofMay, 2007.
| | | | |
Signature | | | | Title |
| | |
| /s/ Dan F. Smith | | | | Chairman, President and Chief Executive Officer |
| Dan F. Smith | | | | of Lyondell Chemical Company |
| | |
| /s/ T. Kevin DeNicola | | | | Senior Vice President and Chief Financial Officer |
| T. Kevin DeNicola | | | | of Lyondell Chemical Company |
| | |
| /s/ Kerry A. Galvin | | | | Senior Vice President and General Counsel |
| Kerry A. Galvin | | | | of Lyondell Chemical Company |
| | |
| /s/ Charles L. Hall | | | | Vice President and Controller |
| Charles L. Hall | | | | of Lyondell Chemical Company |
Page 19 of 19
