<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ W. T. Cottle
                                       -------------------
                                       W.T. Cottle
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Charles R. Crisp
                                       -----------------------
                                       Charles R. Crisp
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Jack D. Greenwade
                                       ---------------------------------------
                                       Jack D. Greenwade
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Lee W. Hogan
                                       -------------------
                                       Lee W. Hogan
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Don D. Jordan
                                       -----------------------------------
                                       Don D. Jordan
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Hugh Rice Kelly
                                       ------------------------------------
                                       Hugh Rice Kelly
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ R. Steve Letbetter
                                       ----------------------------------------
                                       R. Steve Letbetter
<PAGE>
 
                       HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of junior subordinated
debentures of the Company, and/or preferred securities of one or more business
trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Stephen C. Schaeffer
                                       -----------------------------------------
                                       Stephen C. Schaeffer
<PAGE>
 
                        HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation 
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), one
or more Registration Statements, each on Form S-3 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of junior
subordinated debentures of the Company, and/or preferred securities of one or
more business trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Robert L. Waldrop
                                       -----------------------------------------
                                       Robert L. Waldrop
<PAGE>
 
                        HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation 
(the "Company"), intends to file with the Securities and Exchange Commission 
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), 
one or more Registration Statements, each on Form S-3 (the "Registration 
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of junior
subordinated debentures of the Company, and/or preferred securities of one or
more business trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ David M. McClanahan
                                       ----------------------------------
                                       David M. McClanahan
<PAGE>
 
                        HOUSTON LIGHTING & POWER COMPANY

                               Power of Attorney
                               -----------------

           (Junior Subordinated Debentures and Preferred Securities)


          WHEREAS, HOUSTON LIGHTING & POWER COMPANY, a Texas corporation 
(the "Company"), intends to file with the Securities and Exchange Commission 
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), one
or more Registration Statements, each on Form S-3 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of junior
subordinated debentures of the Company, and/or preferred securities of one or
more business trusts to be formed as wholly-owned subsidiaries of the Company.

          NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto.  Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this
sixth day of January, 1997.


                                          /s/ Stephen W. Naeve
                                       -------------------------------
                                       Stephen W. Naeve