POWER OF ATTORNEY PRIVATE

The undersigned, a member of the Board of Directors of Lyondell Chemical Company
("Lyondell"), does hereby make, constitute and appoint for a term commencing January 1, 2007
and expiring the date I cease to hold office as a director, Kerry A. Galvin, Senior Vice President
and General Counsel and Michelle S. Miller, Secretary,
and each of them, my true and lawful attorney for me in my name and on my behalf to approve, execute, acknowledge and deliver from time to time, as
appropriate a Report on Form 3, 4 or 5 that is required to be filed by me with the Securities
and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. The said
Kerry A. Galvin and Michelle S. Miller are each severally empowered, as Attorney-in-Fact, to approve,
execute and deliver any such Reports as fully as if I had personally signed any such Report.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Executed this 11th day of December, 2006, to be effective as of January 1, 2007.

By:      /s/ Susan K. Carter
		Susan K. Carter