1
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 30th day of August, 1996.
/s/ JAMES A. BAKER, III
---------------------------
James A. Baker, III
2
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 29th day of August, 1996.
/s/ RICHARD E. BALZHISER
---------------------------
Richard E. Balzhiser
3
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 30th day of August, 1996.
/s/ MILTON CARROLL
---------------------------
Milton Carroll
4
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 29th day of August, 1996.
/s/ ROBERT J. CRUIKSHANK
---------------------------
Robert J. Cruikshank
5
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 29th day of August, 1996.
/s/ LINNET F. DEILY
---------------------------
Linnet F. Deily
6
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 30th day of August, 1996.
/s/ LEE W. HOGAN
---------------------------
Lee W. Hogan
7
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 30th day of August, 1996.
/s/ HOWARD W. HORNE
---------------------------
Howard W. Horne
8
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 29th day of August, 1996.
/s/ JACK T. TROTTER
---------------------------
Jack T. Trotter
9
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, 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-4 (the "Registration
Statement"), including in each instance any joint proxy statement/prospectus
included therein (a "Joint Proxy Statement/Prospectus"), with such amendments
(including pre- effective and post-effective amendments) to each such
Registration Statement and any supplement or supplements to the Joint Proxy
Statement/Prospectus as may be necessary or appropriate, together with any and
all exhibits and other documents related to each such Registration Statement or
Joint Proxy Statement/Prospectus, in connection with the registration of shares
of common stock, without par value, of the Company to be issued pursuant to the
Agreement and Plan of Merger, dated August 11, 1996, by and among the Company,
the Company's subsidiaries, Houston Lighting & Power Company and HI Merger,
Inc., and NorAm Energy Corp.
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 Joint Proxy
Statement/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 29th day of August, 1996.
/s/ BERTRAM WOLFE
---------------------------
Bertram Wolfe