Exhibit 24.5
POWER OF ATTORNEY
WHEREAS, CILCORP Inc., an Illinois corporation (herein referred to as the
"Company"), is required to file with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, as amended, its
annual report on Form 10-K for the year ended December 31, 2003; and
WHEREAS, each of the below undersigned holds the office or offices in the
Company set opposite his name;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
Gary L. Rainwater and/or Warner L. Baxter and/or Steven R. Sullivan and/or
Martin J. Lyons and/or Jerre E. Birdsong the true and lawful attorneys-in-fact
of the undersigned, for and in the name, place and stead of the undersigned, to
affix the name of the undersigned to said Form 10-K and any amendments thereto,
and, for the performance of the same acts, each with power to appoint in their
place and stead and as their substitute, one or more attorneys-in-fact for the
undersigned, with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 13th
day of February 2004:
Gary L. Rainwater, Chairman, President,
Chief Executive Officer and Director
(Principal Executive Officer) /s/ G. L. Rainwater
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Warner L. Baxter, Executive Vice President
and Chief Financial Officer and Director
(Principal Financial Officer) /s/ Warner L. Baxter
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Daniel F. Cole, Director /s/ Daniel F. Cole
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Richard A. Liddy, Director /s/ Richard A. Liddy
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Richard A. Lumpkin, Director /s/ Richard A. Lumpkin
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Paul L. Miller, Jr., Director /s/ Paul L. Miller, Jr.
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Douglas R. Oberhelman, Director /s/ Douglas R. Oberhelman
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Harvey Saligman, Director /s/ Harvey Saligman
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Steven R. Sullivan, Director /s/ Steve Sullivan
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Thomas R. Voss, Director /s/ Thomas R. Voss
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David A. Whiteley, Director /s/ David A. Whiteley
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Martin J. Lyons, Vice President and Controller
(Principal Accounting Officer) /s/ Martin J. Lyons
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Exhibit 24.5
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 13th day of February, 2004, before me, the undersigned Notary
Public in and for said State, personally appeared the above-named officers and
directors of CILCORP Inc., known to me to be the persons described in and who
executed the foregoing power of attorney and acknowledged to me that they
executed the same as their free act and deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ S. A. Kitchens
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S. A. Kitchens
Notary Public - Notary Seal
STATE OF MISSOURI
St. Louis County
My Commission Expires: July 9, 2007