rrd111131_124788.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TXoCdDKONk8YrmAXjuwSq5BPDk0Bw+id84PhkeNMUzCTNyJgNsTMSs7B0mZa7xhY aW73K1Rcuhx881jfRqYWow== 0001181431-06-047845.txt : 20060815 0001181431-06-047845.hdr.sgml : 20060815 20060815181542 ACCESSION NUMBER: 0001181431-06-047845 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060814 FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INERGY L P CENTRAL INDEX KEY: 0001136352 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: TWO BRUSH CREEK STREET 2: SUITE 200 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: 8168428181 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GFELLER WARREN H CENTRAL INDEX KEY: 0001175309 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32453 FILM NUMBER: 061036584 BUSINESS ADDRESS: STREET 1: PO BOX 860433 CITY: SHAWNEE STATE: KS ZIP: 66286 BUSINESS PHONE: 9134411173 4 1 rrd126939.xml GFELLER FORM 4 - 8/14/06 CONVERSION X0202 4 2006-08-14 0 0001136352 INERGY L P NRGY 0001175309 GFELLER WARREN H TWO BRUSH CREEK BLVD., SUITE 200 KANSAS CITY MO 64112 1 0 0 0 Common Units 2006-08-14 4 C 0 6818 A 12728 I See referenced footnote. Common Units 939 D Sr. Subordinated Units 2006-08-14 4 C 0 6818 D Common Units 6818 0 I See referenced footnote. Long Term Incentive Plan 11.00 2006-08-14 2011-07-30 Common Units 44400 44400 D These units are owned by Clayton-Hamilton, LLC of which Mr. Gfeller is managing member. Mr. Gfeller disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Restricted units granted under the Inergy, L.P. Long Term Incentive Plan, as amended. The restricted units vest at the rate of 33.33% on each anniversary of the grant date. On August 14, 2006, 3,821,884 Senior Subordinated Units converted to Common Units on a one-to-one basis (pro rata distribution among all holders). On January 12, 2004, Inergy LP's Common Units, Senior Subordinated Units and Junior Subordinated Units underwent a two-for-one split. /s/ Judy Riddle (attorney-in-fact) for Warren H. Gfeller 2006-08-15 EX-24.TXT 2 rrd111131_124788.htm POA rrd111131_124788.html

POWER OF ATTORNEY
(Reports on Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby constitutes and appoints Laura L. Ozenberger, Michael K. Post and/or Judy Riddle the undersigned's true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned any and all reports on Forms 3, 4, and 5 that may be required from time to time with respect to the undersigned's holdings of and transactions in securities issued by Inergy, L.P. (the "Company"), all in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports on Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such forms with the Securities and Exchange Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including without limitation, completing and executing for and on behalf of the undersigned a Uniform Applications For Access Codes To File On Edgar, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.  A photocopy or facsimile copy of this Power of Attorney may be relied upon to the same extent as an original copy of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 9th day of February, 2006.

/s/  Warren H. Gfeller

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