EX-24.1 8 l97780aexv24w1.txt EX-24.1 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 and officer of the Company; NOW, THEREFORE, the undersigned hereby constitutes and appoints Steven G. Rolls and William H. Hawkins II 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 10th day of December, 2002. /s/ James F. Orr ----------------------------------------------- James F. Orr Director Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 an officer of the Company; NOW, THEREFORE, the undersigned hereby constitutes and appoints James F. Orr and William H. Hawkins II 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 10th day of December, 2002. /s/ Steven G. Rolls ----------------------------------------------- Steven G. Rolls Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 an officer of the Company; NOW, THEREFORE, the undersigned hereby constitutes and appoints James F. Orr, Steven G. Rolls and William H. Hawkins II 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 10th day of December, 2002. /s/ Michael D. Jones -------------------------------------------- Michael D. Jones General Counsel and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ John F. Barrett ----------------------------------------------- John F. Barrett Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Gary C. Butler ----------------------------------------------- Gary C. Butler Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ David B. Dillon ---------------------------------------------- David B. Dillon Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Eric C. Fast ----------------------------------------------- Eric C. Fast Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Joseph E. Gibbs ----------------------------------------------- Joseph E. Gibbs Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Roger L. Howe -------------------------------------------- Roger L. Howe Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Steven C. Mason ---------------------------------------------- Steven C. Mason Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ Philip A. Odeen ----------------------------------------------- Philip A. Odeen Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /S/ Sidney A. Ribeau -------------------------------------------- Sidney A. Ribeau Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, CONVERGYS CORPORATION, an Ohio corporation (the "Company"), proposes 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 H. Hawkins II 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 10th day of December, 2002. /s/ James M. Zimmerman -------------------------------------------- James M. Zimmerman Director