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                                                                   EXHIBIT 10l10


                        HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)


                                Ninth Amendment


                 Houston Industries Incorporated, a Texas corporation (the
"Company"), having established the Houston Industries Incorporated Deferred
Compensation Plan, as amended and restated effective January 1, 1991 and as
thereafter amended (the "Plan"), and having reserved the right under Section
7.1 thereof to amend the Plan, does hereby amend the Plan, effective as of the
dates stated therein as follows:

         1.      Section 1.2(o) of the Plan is hereby amended, effective
October 1, 1997, by adding the following to the end thereof:

         "From and after October 1, 1997, employment with STP Nuclear Operating
         Company shall be deemed to constitute 'Employment' with an Employer
         hereunder for all purposes except any such Employee shall not be
         eligible to make any additional deferrals of Compensation under the
         Plan."

         2.      Section 3.2 of the Plan is hereby amended, effective August 6,
1997, by inserting the following immediately following the second sentence
thereto:

         "Notwithstanding the foregoing, effective as of August 6, 1997, any
         former Director of NorAm Energy Corp. who as of such date was a
         Director of the Company will be immediately eligible to participate
         under the Plan."

         3.      Section 5.1(b) of the Plan is hereby amended, effective
January 1, 1998, by striking the last sentence and inserting the following in
lieu thereof:

         "For purposes of determining a benefit payable in the form of fifteen
         (15) installment payments under this Section 5.1(b), the Interest
         Crediting Rate shall be the greater of (i) the Interest Crediting Rate
         in effect for the Plan Year in which an Employee Participant attains
         age sixty-five (65) or a Director Participant attains age seventy (70)
         or (ii) the Interest Crediting Rate in effect for the Plan Year
         immediately prior to which an Employee Participant attains age
         sixty-five (65) or a Director Participant
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         attains age seventy (70).  With respect to deferrals made after
         January 1, 1998, the Interest Crediting Rate shall be the Interest
         Crediting Rate in effect for the Plan Year immediately prior to which
         an Employee Participant attains age sixty-five (65) or a Director
         Participant attains age seventy (70).  This Interest Crediting Rate
         will constitute the applicable Interest Crediting Rate for all years
         thereafter in which the Normal Retirement Distribution is paid or
         payable."

                 IN WITNESS WHEREOF, Houston Industries Incorporated has caused
these presents to be executed by its duly authorized officer 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 13th day of November,
1997, but effective as of the dates stated herein.

                                        HOUSTON INDUSTRIES INCORPORATED



                                        By   /s/ LEE W. HOGAN
                                          ---------------------------------

ATTEST:

/s/ RICHARD B. DAUPHIN
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