**Exhibit 24.1**

 

**POWER OF ATTORNEY**

 

Each person whose signature appears below constitutesand appoints Patrick J. Moore and Charles A. Hinrichs, and each of them, histrue and lawful attorney-in-fact and agent, with full power of substitution andresubstitution, for him and in his name, place and stead, in any and allcapacities, to sign Annual Reports on Form 10-K and all required interimreports and to file the same, with all exhibits thereto, and other documents inconnection therewith, regarding Smurfit-Stone Container Corporation, a Delawarecorporation, with the Securities and Exchange Commission and any otherregulatory authority, granting unto said attorney-in-fact and agents, fullpower and authority to do and perform each and every act and thing requisiteand necessary to be done in and about the premises, as fully to all intents andpurposes as he or she might or could do in person, hereby ratifying andconfirming all that said attorneys-in-fact and agents, or their substitutes,may lawfully do or cause to be done by virtue hereof.

 
| **Signature** | ** **              | ** ** | **Title**                             | ** **                           |
|---------------|-------------------------|------------|---------------------------------------|--------------------------------------|
|          |                    |       |                                  |                                 |
| /s/           | PATRICK J. MOORE        |       |                                  | Chairman, President, Chief Executive |
|          | Patrick J. Moore        |       | Officer and Director                  |
|          |                    |       | (Principal Executive Officer)         |
|          |                    |       |                                  |                                 |
| /s/           | CHARLES A. HINRICHS     |       |                                  | Vice President and Chief Financial   |
|          | Charles A. Hinrichs     |       | Officer (Principal Financial Officer) |
|          |                    |       |                                  |                                 |
| /s/           | PAUL K. KAUFMANN        |       |                                  | Vice President and Controller        |   |
|          | Paul K. Kaufmann        |       | (Principal Accounting Officer)        |                                 |
|          |                    |       |                                  |                                 |
| /s/           | JAMES R. BORIS          |       |                                  | Director                             |   |
|          | James R. Boris          |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | CONNIE K. DUCKWORTH     |       |                                  | Director                             |   |
|          | Connie K. Duckworth     |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | ALAN E. GOLDBERG        |       |                                  | Director                             |   |
|          | Alan E. Goldberg        |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | WILLIAM T. LYNCH, JR.   |       |                                  | Director                             |   |
|          | William T. Lynch, Jr.   |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | JAMES J. O’CONNOR  |       |                                  | Director                             |   |
|          | James J. O’Connor  |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | JERRY K. PEARLMAN       |       |                                  | Director                             |   |
|          | Jerry K. Pearlman       |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | THOMAS A. REYNOLDS, III |       |                                  | Director                             |   |
|          | Thomas A. Reynolds, III |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | EUGENE C. SIT           |       |                                  | Director                             |   |
|          | Eugene C. Sit           |       |                                  |                                 |
|          |                    |       |                                  |                                 |
| /s/           | WILLIAM D. SMITHBURG    |       |                                  | Director                             |   |
|          | William D. Smithburg    |       |                                  |                                 |

 

 

Date:  February 23, 2005

 

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