EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned (other than Dennis W. Bakke and Barry J. Sharp), acting in the
capacity or capacities stated opposite their respective names below, hereby
constitute and appoint DENNIS W. BAKKE, BARRY J. SHARP and WILLIAM R. LURASCHI
and each of them severally, the attorneys-in-fact of the undersigned with full
power to them and each of them to sign for and in the name of the undersigned in
the capacities indicated below the Registration Statement on Form S-3 relating
to the securities of this Company, including Senior Debt Securities, Senior
Subordinated Debt Securities, Junior Subordinated Debt Securities, Preferred
Securities, Guarantees of Preferred Securities, Stock Purchase Contracts, Stock
Purchase Units, Preferred Stock, and Common Stock of the Company, and any and
all exhibits, amendments and supplements thereto, and any other documents
necessary, appropriate or desirable in connection therewith, and to file the
same and to do and perform each and every act and thing necessary, appropriate
or desirable in connection therewith. Each of DENNIS W. BAKKE and BARRY J.
SHARP, each acting in the capacity stated opposite his name below, hereby
constitutes and appoints WILLIAM R. LURASCHI as his attorney-in-fact with full
power to him to sign for and in his name in the capacity indicated below the
Registration Statement on Form S-3 and any and all exhibits, amendments and
supplements thereto, and any other documents necessary, appropriate or desirable
in connection therewith, and to file the same and to do and perform each and
every act and thing necessary, appropriate or desirable in connection therewith.
SIGNATURE POSITION WITH AES DATE
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/s/ Roger W. Sant Chairman of the Board and Director November 7, 1997
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Roger W. Sant
/s/ Dennis W. Bakke President, Chief Executive Officer and November 7, 1997
- ------------------------- Director (Principal Executive Officer)
Dennis W. Bakke
/s/ Vicki-Ann Assevero Director November 7, 1997
- -------------------------
Vicki-Ann Assevero
/s/ Dr. Alice F. Emerson Director November 7, 1997
- -------------------------
Dr. Alice F. Emerson
/s/ Robert F. Hemphill, Jr. Director November 7, 1997
- -------------------------
Robert F. Hemphill, Jr.
/s/ Frank Jungers Director November 7, 1997
- -------------------------
Frank Jungers
/s/ Dr. Henry R. Linden Director November 7, 1997
- -------------------------
Dr. Henry R. Linden
/s/ John H. McArthur Director November 7, 1997
- -------------------------
John H. McArthur
/s/ Hazel O'Leary Director November 7, 1997
- -------------------------
Hazel O'Leary
/s/ Thomas I. Unterberg Director November 7, 1997
- -------------------------
Thomas I. Unterberg
/s/ Robert H. Waterman, Jr. Director November 7, 1997
- -------------------------
Robert H. Waterman, Jr.
/s/ Barry J. Sharp Vice President and Chief Financial Officer November 7, 1997
- ------------------------- (Principal Financial and Accounting
Barry J. Sharp Officer)