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                                                                   EXHIBIT 10f10

                        HOUSTON INDUSTRIES INCORPORATED
                     EXECUTIVE INCENTIVE COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)


                                Ninth Amendment


                 Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Executive Incentive Compensation Plan, effective January 1, 1991, and as
thereafter amended (the "Plan"), and having reserved the right under Paragraph
18 thereof to amend the Plan, does hereby amend the Plan, effective as of the
dates specified, as follows:

                 1.       Paragraph 8 of the Plan is hereby amended, effective
as of January 1, 1998, by striking the first sentence and inserting the
following in lieu thereof:

                 "The Incentive Compensation Fund for any Plan Year shall be
         limited to the sum of the Maximum Annual Incentive Award Opportunities
         and Maximum Long-Term Incentive Award Opportunities for all
         Participants for that Plan Year, unless the Committee makes a specific
         determination pursuant to Paragraph 3D. hereinabove."

                 2.       The first sentence of Paragraph 10B. of the Plan is
hereby amended in its entirety, effective January 1, 1998, to read as follows:

                 "B.      Payment of Vested Portion of Annual Award.  A
         Participant who has been granted an Annual Award for a Plan Year must
         have been continually employed with an Employer through December 31 of
         such Plan Year in order to be eligible for payment of such Annual
         Award; provided, however, that if (i) a Participant's Agreement
         specifies that his Annual Award contains a vested portion and (ii) the
         Participant terminates employment during the Plan Year by reason of
         death, disability or retirement, but after completion of no less than
         ninety days of continuous service with an Employer, the Participant
         shall be eligible to receive a prorated Annual Award which shall be
         calculated as a fraction multiplied by the vested portion of the
         Participants' target Annual Award for the Plan Year, where the
         numerator is the number of days of completed continuous service with
         an Employer during the Plan Year (excluding days during which a
         Participant is on an unpaid leave of absence) and the denominator is
         the total number of days in the Plan Year."





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                 3.       Paragraph 2S. of the Plan is hereby amended,
effective as of January 1, 1997, to read as follows:

                 "S.      'Participant':  An employee who is selected to
         participate in the Plan; provided, however, that from and after
         January 1, 1997, no individual employed at the South Texas Nuclear
         Project shall be eligible to become a Participant."

                 IN WITNESS WHEREOF, Houston Industries Incorporated has caused
these presents to be executed by its duly authorized officers in a number of
copies, all of which shall constitute one and the same instrument, which may be
sufficiently evidenced by any executed copy hereof, this 26th day of February,
1998, but effective as of the dates specified herein.

                                     HOUSTON INDUSTRIES INCORPORATED


                                     By /s/ LEE W. HOGAN
                                       -----------------------------------
                                       Name:  Lee W. Hogan
                                            ------------------------------
                                       Title:  Executive Vice President
                                             -----------------------------

ATTEST:

/s/ RICHARD B. DAUPHIN
---------------------------------
Assistant Corporate Secretary





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