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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/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-4, 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
merger transaction involving, among other parties, the Company, IES Industries
Inc. and Interstate Power Company, 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 16th day of August, 1996.
/s/Carol T. Toussaint
---------------------------------------
Carol T. Toussaint