EXHIBIT 24.1
LYONDELL CHEMICAL COMPANY
POWER OF ATTORNEY
WHEREAS, LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Company"),
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-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 10 1/2% senior secured notes
due 2013 (previously issued under Rule 144A or Regulation S under the Act) up to
a like principal amount of 10 1/2% senior secured notes due 2013 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 10th day of July, 2003.
Signature Title
--------- -----
/s/ Dan F. Smith President, Chief Executive Officer and Director
- --------------------------------------------
Dan F. Smith
/s/ T. Kevin DeNicola Senior Vice President and
- -------------------------------------------- Chief Financial Officer
T. Kevin DeNicola
/s/ Charles L. Hall Vice President, Controller and
- -------------------------------------------- Chief Accounting Officer
Charles L. Hall
/s/ William T. Butler Chairman of the Board of Directors and Director
- --------------------------------------------
Dr. William T. Butler
/s/ Carol A. Anderson Director
- --------------------------------------------
Carol A. Anderson
/s/ Stephen I. Chazen Director
- --------------------------------------------
Stephen I. Chazen
/s/ Travis Engen Director
- --------------------------------------------
Travis Engen
Signature Title
--------- -----
/s/ Ray R. Irani Director
- --------------------------------------------
Dr. Ray R. Irani
/s/ David J. Lesar Director
- --------------------------------------------
David J. Lesar
/s/ Stephen F. Hinchliffe, Jr. Director
- --------------------------------------------
Stephen F. Hinchliffe, Jr.
/s/ Dudley C. Mecum Director
- --------------------------------------------
Dudley C. Mecum
/s/ William R. Spivey Director
- --------------------------------------------
Dr. William R. Spivey