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                                                           EXHIBIT 10(cc)(2)

                                                           HI Benefits Committee

                         HOUSTON INDUSTRIES INCORPORATED
                                  SAVINGS PLAN

                (As Amended and Restated Effective July 1, 1995)


                                 Sixth Amendment


                  The Benefits Committee of Houston Industries Incorporated,
having reserved the right under Section 10.3 of the Houston Industries
Incorporated Savings Plan, as amended and restated effective July 1, 1995, and
thereafter amended (the "Plan"), to amend the Plan, does hereby amend the Plan
as follows:
                  1. Effective as of April 1, 1999, or such later date as
prescribed by paragraph 2 hereof, Section 8.2 of the Plan is hereby amended in
its entirety as follows:

                  "8.2 Diversification Election:

                      (a) Each Participant who has (i) completed at least ten
           years of participation in the Plan and the Prior Plan and (ii)
           attained age 55 (hereinafter, a "Qualified Participant") may elect
           within 90 days after the close of each Plan Year in the initial
           election period (as defined herein), to direct the investment of up
           to 25% of the sum of the balances in such Participant's ESOP Account
           and Employer Matching Account (to the extent such portion exceeds the
           amount to which a prior election to diversify under this Section
           8.2(a) applies) into any or all Investment Funds with the exception
           of the HI Common Stock Fund, and such election shall be effective as
           of the last Valuation Date in March. In each Plan Year after the
           initial election period, the percentage shall be 50% instead of 25%.
           The initial election period means the five Plan Year period beginning
           with the first Plan Year in which the Participant first became a
           Qualified Participant.

                      (b) Each Participant may elect, once each calendar year in
           the manner and subject to such rules, procedures and overriding Plan
           limits as specified by the Committee, to direct the investment of up
           to 50% of the sum of the balances in the Participant's ESOP Account
           and Employer Matching Account which are attributable to Employer
           Contributions made with respect to periods on or after April 1, 1999
           into any or all Investment Funds with the exception of the HI Common
           Stock Fund; provided, however, that at least 50% of the aggregate sum
           of the balances in the ESOP Accounts and Employer Matching Accounts
           of all Participants must be invested in Company Stock. Such election
           shall be effective as soon as reasonably practicable following
           receipt of the election to diversify, but in no event


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         shall the election be effective earlier than the close of business on
         the Valuation Date on which the election is received. Any amounts so
         diversified and reinvested may subsequently be directed by the
         Participant in the same manner as amounts in the Participant's
         After-Tax and Pre-Tax Contribution Accounts as described in Section
         8.1, except that none of the amounts so diversified may be invested in
         the HI Common Stock Fund."

                  2. This Amendment shall not become effective unless and until
(i) the Internal Revenue Service issues a favorable determination letter
indicating that the Amendment will not adversely affect the Plan's qualification
under Section 401(a) of the Internal Revenue Code of 1986 (the "Code") or the
Plan's classification as an "Employee Stock Ownership Plan," as defined in
Section 4975(e)(7) of the Code, and (ii) the Benefits Committee (by formal
written resolution) elects to implement the terms of the Amendment on or after
April 1, 1999.

                  IN WITNESS WHEREOF, the Company 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 29th day of April, 1999, but
effective as of the date specified herein.

                                                 BENEFITS COMMITTEE OF
                                                 HOUSTON INDUSTRIES INCORPORATED



                                                 By LEE W. HOGAN
                                                 ----------------------------
                                                    Lee W. Hogan, Chairman

ATTEST:

ELIZABETH P. WEYLANDT
--------------------------------
Elizabeth P. Weylandt, Secretary