POWER
OF ATTORNEY
Know
all
by these presents, that the undersigned hereby constitutes and appoints each
of
Richard H. Chibnall and Gerald R. Mitchell, as the true and lawful
attorney-in-fact and agent of the undersigned, with full power of substitution
and resubstitution, for the undersigned and in the name, place and stead of
the
undersigned, in any and all capacities, to: (i) sign any and all Forms 3, and
4
in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission; (ii) do and perform any and all acts for and on behalf
of
the undersigned that may be necessary or desirable to complete and execute
any
such Form 3, or 4 and timely file such form with the Securities and Exchange
Commission and any stock exchange or similar authority; and (iii) take any
other
action of any type whatsoever in connection with the foregoing that, in the
opinion of such attorney-in-fact and agent, 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 and agent 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 and agent may approve
in the discretion of such attorney-in-fact and agent.
The
undersigned hereby further grants unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person hereby ratifying and
confirming all said attorney-in-fact and agent or substitute may lawfully do
or
cause to be done by virtue hereof. The undersigned acknowledges that the
attorney-in-fact and agent, in serving in such capacities at the request of
the
undersigned, is not assuming, nor is K-V Pharmaceutical Company (the “Company”)
assuming, any of the undersigned’s responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.
This
Power of Attorney shall remain in full force and effect until the undersigned
is
no longer (a) an officer and/or director of the Company or (b) required to
file
Forms 3 and 4 with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless in either case earlier revoked by
the
undersigned in a signed writing delivered to the attorney-in-fact and
agent.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th
day of
November, 2005.