EXHIBIT 24.4

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that Colin M. Kelly, President
of Prairie State Generating Company, LLC and whose signature appears below,
hereby constitutes and appoints Irl F. Engelhardt, Richard A. Navarre and
Jeffery L. Klinger, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

                                 By:     /s/ COLLIN M. KELLY
                                     ------------------------------------
                                             Colin M. Kelly
                                               President

Date: March 3, 2004