<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ John F. Barrett
------------------------------
John F. Barrett
Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Judith G. Boynton
-----------------------------------
Judith G. Boynton
Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Gary C. Butler
------------------------------
Gary C. Butler
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ David B. Dillon
-----------------------------------
David B. Dillon
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Eric C. Fast
---------------------------------
Eric C. Fast
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Roger L. Howe
---------------------------
Roger L. Howe
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Steven C. Mason
---------------------------------
Steven C. Mason
Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Philip A. Odeen
-------------------------------------
Philip A. Odeen
Director
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ James F. Orr
-------------------------------------
James F. Orr
Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Brian H. Rowe
----------------------------------
Brian H. Rowe
Director
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a officer of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ William D. Baskett III
----------------------------
William D. Baskett III
General Counsel and Secretary
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a officer of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Steven G. Rolls
-------------------------
Steven G. Rolls
Chief Financial Officer
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"),
proposes shortly to file with the Securities and Exchange Commission under the
provisions of the Securities Exchange Act of 1933, as amended, and the Rules and
Regulations thereunder, a Registration Statement on Form S-3 registering up to
$500,000,000 of the Company's equity, debt and other securities, including
common shares, preferred shares, debt securities and warrants to purchase common
shares, preferred shares and debt securities; and
WHEREAS, the undersigned is a officer of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James
F. Orr, Steven G. Rolls and William D. Baskett III, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and
capacity in the Company, to execute and file such registration statement on Form
S-3, and thereafter to execute and file any amendments or supplements thereto,
hereby giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of August, 2000.
/s/ Andre S. Valentine
------------------------------
Andre S. Valentine
Vice President and Controller
