POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
L. David Carley
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ L. David Carley
L. David Carley
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Rockne G. Flowers
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Rockne G. Flowers
Rockne G. Flowers
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Donald R. Haldeman
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Donald R. Haldeman
Donald R. Haldeman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Katharine C. Lyall
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Katharine C. Lyall
Katharine C. Lyall
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Arnold M. Nemirow
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Arnold M. Nemirow
Arnold M. Nemirow
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Milton E. Neshek
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Milton E. Neshek
Milton E. Neshek
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Henry C. Prange
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Henry C. Prange
Henry C. Prange
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Judith D. Pyle
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Judith D. Pyle
Judith D. Pyle
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Carol T. Toussaint
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Carol T. Toussaint
Carol T. Toussaint