EX-24.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present that each of the undersigned hereby makes, constitutes
and appoints James J. Connors, II, Howard A. Matlin, Rosanna T. Leone, Michael Peter
Black, Adrian George Rainey and Stephen Beverley Chandler, and each of them, with
full power of substitution and resubstitution, as such undersigned's true and lawful
attorneys-in-fact, with full power and authority as hereinafter described on behalf of and
in the name, place and stead of the undersigned to:
(1)	execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Cambridge Display Technology, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the rules thereunder and (ii) any and all
schedules relating to the company required to be filed in accordance with Section 13(d)
of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in
the undersigned's capacity as a director and/or controlling person of the Company and/or
as an officer or managing member of Kelso GP VI, LLC, and/or KEP VI, LLC, and in
and all other capacities pursuant to which such Forms and Schedules may be required to
be filed by the undersigned;
(2)	do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and timely file
such Forms and Schedules with the United States 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, 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 acknowledges that:
(1)	this Power of Attorney authorizes, but does not require, such attorney-in-
fact to act in their discretion on information provided to such attorney-in-fact without
independent verification of such information;
(2)	any documents prepared and/or executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such form and
will contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3)	neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii)
any liability of the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act; and
(4)	this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the Exchange
Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby ratifying all
that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 8th day of December, 2040.
KELSO INVESTMENT ASSOCIATES VI, L.P.
By:     	Kelso GP VI, LLC, its
	General Partner

By:  /s/ Philip E. Berney, Managing Member

KEP VI, LLC

By:  /s/ Philip E. Berney, Managing Member

KELSO GP VI, LLC

By:  /s/ Philip E. Berney, Managing Member

/s/ Philip E. Berney

/s/ Frank K. Bynum, Jr.

/s/ Michael B. Goldberg

/s/ Michael B. Lazar

/s/ Frank J. Loverro

/s/ George E. Matelich

/s/ Frank T. Nickell

/s/ David I. Wahrhaftig

/s/ Thomas R. Wall, IV



3

Kelsopoa.txt


Kelsopoa.txt

EX-99.1

Exhibit 1    Convertible Preferred Stock
Under the terms of the convertible preferred stock, each share of series A and 
series B convertible preferred stock may convert at the option of the holder at any time, 
without the payment of any additional consideration by such holder, into the number of 
shares of common stock equal to the initial purchase price of such share of preferred 
stock together with all accrued and unpaid dividends, if any, on such share divided by the 
"Conversion Price" in effect at the time of the conversion. "Conversion Price" is initially 
defined as $16.15 per share, to be adjusted as provided in the certificate of designations 
of the powers, preferences and other special rights of the convertible preferred stock. 
Each share of the convertible preferred stock must automatically convert into 
shares of the common stock upon the closing of a firm commitment underwritten public 
offering of the issuer with (i) an offering price, after 
underwriting commissions of at least 
$22.00 per share (as appropriately adjusted for stock splits, stock dividends, reverse 
splits, reclassifications, recapitalizations and similar events), (ii) proceeds to the issuer of 
no less than $50 million, after underwriting commissions, and (iii) a post-public offering 
valuation of the issuer's outstanding common stock of at least $500 million (a 
"Qualifying Public Offering"). Upon the closing of a Qualifying Public Offering, each 
share of series A convertible preferred stock and series B convertible preferred stock, 
together with all accrued and unpaid dividends, if any, must convert into the number of 
shares of common stock equal to the initial purchase price of such share of preferred 
stock together with all accrued and unpaid dividends, if any, on such share divided by the 
Conversion Price in effect at the time of the conversion. Upon such conversion, each 
holder of shares of series A convertible preferred stock would a
lso receive an amount per 
share payable in cash or, at the option of the issuer or the holders of a majority of the 
series A convertible preferred stock, the number of shares of common stock equal to the 
initial purchase price of such shares of series A convertible preferred stock divided by the 
Conversion Price. 
In the event that a public offering of the issuer is consummated prior to December 
31, 2004 and does not fall within the definition of "Qualifying Public Offering" but under 
which the issuer's pre-money market capitalization exceeds $200 million, each share of 
series A convertible preferred stock and series B convertible preferred stock will be 
exchanged for the number of shares of common stock equal to (i) 2.25 times the initial 
purchase price of such share of preferred stock divided by (ii) the per share public 
offering price, before underwriting discounts and commissions. 
In addition, upon conversion of all of outstanding shares of series A converti
ble preferred 
stock pursuant to the terms described in the preceding paragraph, Kelso Investment Associates 
VI, L.P. and KEP VI, LLC, as holders of all outstanding shares of series A convertible 
preferred stock, will receive an additional number of shares of common stock equal to 
the initial purchase price of such shares of series A convertible preferred stock 
divided by the per share public offering price, before underwriting discounts and 
commissions.
Each share of convertible preferred stock must automatically convert into shares 
of common stock upon the closing of a sale transaction pursuant to which (i) the issuer's 
aggregate equity is valued in excess of $750 million, (ii) each share of common stock is 
valued at $34.00 per share or greater (as appropriately adjusted for stock splits, stock 
dividends, reverse splits, reclassifications, recapitalizations and similar events), and (iii) 
the consideration received in such sale transaction consists entirely of c
ash and 
marketable securities (a "Qualifying Sale"). Upon the closing of a Qualifying Sale, each 
share of convertible preferred stock, together with all accrued and unpaid dividends, if 
any, must convert into the number of shares of common stock equal to the initial 
purchase price of such share of preferred stock together with all accrued and unpaid 
dividends, if any, on such share divided by the Conversion Price in effect at the time of 
the conversion. Upon such conversion, each holder of shares of series A convertible 
preferred stock would also receive an amount per share payable in cash or, at the option 
of the issuer or the holders of a majority of the series A convertible preferred stock, (x) 
the number of shares of common stock equal to the initial purchase price of such shares 
of series A convertible preferred stock divided by the Conversion Price or (y) the number 
of shares of marketable securities of the acquiror or surviving entity in such Qualifying 

Sale as would have been received in such Qualifying Sale by a holder of the number of 
shares of common stock determined pursuant to clause (x). 
Each share of convertible preferred stock, together with all accrued and unpaid 
dividends, if any, must also automatically convert into shares of common stock at the 
then effective Conversion Price applicable to such share if the holders of a majority of the 
shares of series A and series B convertible preferred stock issued on or prior to February 
28, 2003 have elected to so convert. 
Each share of series A convertible preferred stock, together with all accrued and 
unpaid dividends, if any, must automatically convert into shares of common stock at the 
then effective Conversion Price applicable to such share if the holders of a majority of the 
shares of series A convertible preferred stock issued on the date on which shares of series 
A convertible preferred stock were first issued have elected to convert. 
Each share of se
ries B convertible preferred stock, together with all accrued and 
unpaid dividends, if any, must automatically convert into shares of common stock at the 
then effective Conversion Price applicable to such share if the holders of a majority of the 
shares of series B convertible preferred stock then outstanding have elected to convert.  
 
 
2
 
Kelso1.txt
 
Kelso1.txt