EXHIBIT 24.1
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, 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 the Company's proposal to offer to issue in
exchange for all of its then outstanding 9 1/2% senior secured notes due 2008
(previously issued under Rule 144A or Regulation S under the Act) up to a like
principal amount of 9 1/2% senior secured notes registered under the Act.
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 Dan F. Smith, T. Kevin DeNicola, Charles L. Hall and Kerry A. Galvin,
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
this 7th day of February, 2003.
Signature Title
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/s/ Dan F. Smith President, Chief Executive Officer and Director
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Dan F. Smith
/s/ T. Kevin DeNicola Senior Vice President and
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T. Kevin DeNicola Chief Financial Officer
/s/ Charles L. Hall Vice President, Controller and
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Charles L. Hall Chief Accounting Officer
/s/ Dr. William T. Butler Chairman of the Board of Directors and Director
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Dr. William T. Butler
/s/ Carol A. Anderson Director
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Carol A. Anderson
/s/ Stephen I. Chazen Director
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Stephen I. Chazen
/s/ Travis Engen Director
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Travis Engen
Signature Title
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/s/ Dr. Ray R. Irani Director
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Dr. Ray R. Irani
/s/ David J. Lesar Director
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David J. Lesar
/s/ Stephen F. Hinchliffe, Jr. Director
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Stephen F. Hinchliffe, Jr.
/s/ Dudley C. Mecum Director
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Dudley C. Mecum
/s/ William R. Spivey Director
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Dr. William R. Spivey