EXHIBIT 24
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POWER OF ATTORNEY
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Each of the undersigned officers and directors of Insilco Holding Co., a
Delaware corporation (the "Company") hereby appoints David A. Kauer and Michael
R. Elia, or either of them, as his true and lawful attorneys-in-fact with power
to act without the others, as his true and lawful attorney-in-fact, in his name
and on his behalf, and in any and all capacities stated below, to sign and to
cause to be filed with the Securities and Exchange Commission (the
"Commission"), the Company's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, up to 88,194 shares of Common Stock, $.001
par value, of the Company to be sold and distributed by the Company pursuant to
the Amended and Restated Insilco Holding Co. and Insilco Corporation Equity Unit
Plan (the "Plan") and such other number of shares as may be issued under the
anti-dilution provision of the Plan, and any and all further post-effective
amendments to the Registration Statement, hereby granting unto such
attorneys-in-fact, and to each of them, full power and authority to do and
perform in the name of and on behalf of the undersigned, in any and all such
capacities, every act and thing whatsoever necessary to be done in and about the
premises as fully as the undersigned could or might do in person, hereby
granting to each such attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that any such attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents this 27th
day of June, 2000.
SIGNATURE TITLE
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/s/ David A. Kauer President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
David A. Kauer
/s/ Michael R. Elia Vice President and Chief Financial
------------------------------------ Officer, Treasurer and Secretary
Michael R. Elia (Principal Financial and Accounting
Officer)
/s/ Thompson Dean Director
------------------------------------
Thompson Dean
/s/ John F. Fort III Director
------------------------------------
John F. Fort III
/s/ David Y. Howe Director
------------------------------------
David Y. Howe
