EX-24.1 5 0005.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY The undersigned directors and officers of Carbon Energy Corporation (the "Company") hereby appoint and authorize Patrick R. McDonald and Kevin D. Struzeski, and each of them, as true and lawful attorneys-in-fact and agents: (1) to sign in the name of each such person and file with the Securities and Exchange Commission a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) to such Registration Statement, for the registration under the Securities Act of 1933, as amended, of shares of Common Stock relating to and plan interests in the Carbon Energy Corporation 401(k) Profit Sharing Plan and any other securities relating to that Plan; and (2) to take any and all actions necessary or required in connection with such Registration Statement and amendments to comply with the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Pursuant to the requirements of the Securities Act, the following persons in the capacities and on the dates indicated have signed this registration statement. SIGNATURE TITLE DATE s/ Patrick R. McDonald Director and President October 30, 2000 --------------------------- (Principal Executive Officer) Patrick R. McDonald /s/ Kevin D. Struzeski Treasurer and October 30, 2000 ---------------------------- Chief Financial Officer Kevin D. Struzeski (Principal Financial and Accounting Officer /s/ Cortlandt S. Dietler Director October 30, 2000 --------------------------- Cortlandt S. Dietler /s/ David H. Kennedy Director October 30, 2000 ---------------------------- David H. Kennedy /s/ Bryan H. Lawrence Director October 30, 2000 --------------------------- Bryan H. Lawrence /s/ Peter A. Leidel Director October 30, 2000 ---------------------------- Peter A. Leidel /s/ Harry A. Trueblood, Jr. Director October 30, 2000 ---------------------------- Harry A. Trueblood, Jr.