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                                                                   EXHIBIT 10.12

                       HOUSTON INDUSTRIES INCORPORATED
                           BENEFIT RESTORATION PLAN
                           (As Amended and Restated
                           Effective July 1, 1991)

      Houston Industries Incorporated, a Texas corporation, hereby amends and
restates the Houston Industries Incorporated Benefit Restoration Plan, effective
July 1, 1991, to read as follows:

      1.    Name. The name of this Plan is the "Houston Industries Incorporated
Benefit Restoration Plan" (the "Plan").

      2.   Purpose. Section 415 of the Internal Revenue Code of 1986, as amended
("Section 415"), imposes limitations on the amount of retirement benefits which
may be paid to certain Employees of the Company and its participating
Subsidiaries under the Retirement Plan for Employees of Houston Industries
Incorporated, as amended from time to time (the "Retirement Plan"). Effective
January 1, 1989, Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended ("Section 401(a)(17)"), limits to $200,000 (indexed annually) the annual
compensation of each participating Employee which may be taken into account in
computing benefits under the Retirement Plan for any Plan Year. In addition, the
Retirement Plan excludes from the definition of "Compensation" for purposes of
computing benefits (a) any salary deferrals under the Houston Industries
Incorporated Deferred Compensation Plan (the "Deferred Compensation Plan") and
(b) any annual awards earned under the Houston Industries Incorporated
Executive Incentive Compensation Plan (the "EICP"). The principal purposes of
the Plan are to provide



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additional benefits to those Employees whose retirement benefits under
the Retirement Plan are reduced, curtailed or otherwise limited as a result of
the limitations imposed by Section 415 and Section 401(a)(17), and to provide
supplemental retirement benefits to those Employees selected by the Personnel
Committee whose retirement benefits under the Retirement Plan are affected by
the exclusion of certain amounts under the Deferred Compensation Plan and EICP.

      3.    Participants.

            A. Retirement Plan Restoration Benefits. All full-time, salaried
    officers or highly-compensated Employees of the Company or any of its
    adopting Subsidiaries shall be eligible to participate in the "Retirement
    Plan Restoration Benefit" described in Paragraph 4. Each eligible Employee
    shall become a Restoration Participant from and after June 1, 1985 if as of
    such date one of the limitations imposed by Section 415 or Section
    401(a)(17) applies to his benefits under the Retirement Plan. Each other
    eligible Employee shall become a Restoration Participant from and after
    the first January 1st after June 1, 1985 as of which one of the limitations
    imposed by Section 415 or Section 401(a)(17) applies to his benefits under
    the Retirement Plan.

           B.  Supplemental Retirement Benefits. The Personnel Committee shall
    select Employees eligible to participate in the "Supplemental Retirement
    Benefit" described in Paragraph 5 from full-time, salaried officers or other
    highly-compensated Employees of the Company or any adopting Subsidiary. Once
    selected as a Supplemental Participant, an Employee shall continue to be a
    Supplemental



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    Participant as long as he continues to be an Employee of the Company or of a
    participating Subsidiary unless the Personnel Committee determines that his
    participation shall cease as of the end of any calendar year in which notice
    of such discontinuance of participation is delivered in writing to the
    Supplemental Participant by the Personnel Committee.

           4.  Retirement Plan Restoration Benefit. When a Restoration
Participant's retirement benefit commences or a death benefit payable with
respect to a Restoration Participant commences under the Retirement Plan, the
Company will calculate a benefit equal to the excess of the amount of the
retirement benefit or death benefit, as the case may be, which would have been
payable under the Retirement Plan but for the limitations imposed by Section 415
and Section 401(a)(17) over the amount of the retirement benefit or death
benefit actually payable under the Retirement Plan, which excess is referred to
herein as the "Retirement Plan Restoration Benefit." The Company shall pay a
Retirement Plan Restoration Benefit to such Restoration Participant or such
other persons, at such times and in such manner as the Retirement Plan benefit
is payable pursuant to the terms of the Retirement Plan; provided, however, that
(i) the commencement of payment of any Retirement Plan Restoration Benefit
attributable to an Early Pension or a Deferred Vested Pension under the
Retirement Plan may be delayed beyond the earliest date the Restoration
Participant could elect to commence receiving any such benefit under the
Retirement Plan only if the Personnel Committee approves such delayed
commencement date of such Retirement Plan Restoration Benefit, and (ii) the
Company may in its sole discretion determine to convert the payment of the
Retirement Plan Restoration Benefit into an


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  actuarially equivalent lump sum payment, as determined by the Personnel
  Committee, with the advice of the actuary for the Retirement Plan, employing
  those actuarial assumptions as are then employed in converting Retirement Plan
  benefits from one form to another.

      5. Supplemental Retirement Benefit. When a Supplemental Participant's
retirement benefit commences or a death benefit payable in respect of the
Supplemental Participant commences under the Retirement Plan, the Company will
calculate a benefit under this Plan equal to the amount that would have been
payable under the Retirement Plan (without the limitations of Section 415 and
Section 401(a)(17)) if the definition of "Compensation" under the Retirement
Plan was amended to include (i) any amounts deferred under the Deferred
Compensation Plan at the time of deferral and (ii) any annual awards earned by
the Supplemental Participant under EICP in the December of the calendar year for
which the award was earned.  For purposes of clause (ii) above, if the
Supplemental Participant is awarded an annual EICP award after his termination
of Service, such award shall be considered as Compensation in the December
immediately preceding his termination if and only if it results in a greater
benefit payable to the Supplemental Participant under this Plan; any increase in
benefits shall be retroactive to the initial commencement of benefits. The
excess of the amount of such benefit over the total amount actually payable
under the Retirement Plan and any Retirement Plan Restoration Benefit payable
under this Plan is referred to herein as the "Supplemental Retirement Benefit."
The Company shall pay a Supplemental Retirement Benefit to such Supplemental
Participant or such other persons at such times and in such manner as the
Retirement Plan benefit is payable pursuant to the terms of the Retirement Plan;
provided, however, that (i) the

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commencement of payment of any Supplemental Retirement Benefit attributable to
an Early Pension or a Deferred Vested Pension under the Retirement Plan may be
delayed beyond the earliest date the Supplemental Participant could elect to
commence receiving any such benefit under the Retirement Plan only if the
Personnel Committee approves such delayed commencement date of such Supplemental
Retirement Benefit, and (ii) the Company may in its sole discretion determine to
convert the payment of the Supplemental Retirement Benefit into an actuarially
equivalent lump sum payment, as determined by the Personnel Committee, with the
advice of the actuary for the Retirement Plan, employing those actuarial
assumptions as are then employed in converting Retirement Plan benefits from one
form to another.

      6. Contractual Obligation of Company. The benefits described in this
Plan are contractual obligations of the Company to pay compensation for
services, and shall constitute a liability to the Participants and/or their
beneficiaries in accordance with the terms hereof. The payment of such benefits
shall be made from the general funds of the Company. No special or separate fund
need be established and no segregation of assets need be made to assure the
payment of such benefits. No Participant shall have any interest in any
particular asset of the Company by virtue of his rights under this Plan. To the
extent that any person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.

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      7. Administration. The Plan shall be administered, construed and
interpreted by the Personnel Committee of the Board of Directors (the "Personnel
Committee"). The determinations by the Personnel Committee of the Employees who
are eligible to be Participants in the Plan, the selection of Participants from
eligible Employees, the amounts of their benefits under the Plan, and the
construction and interpretation by the Personnel Committee of any provision of
the Plan, shall be final, conclusive and binding upon all parties including the
Company, its shareholders and its employees. No member of the Personnel
Committee shall be liable for any act done or determination made in good faith.
All expenses of administering the Plan shall be borne by the Company.

      8. Amendment or Termination of the Plan. The Board of Directors may
terminate this Plan at any time. The Board of Directors may amend or modify this
Plan from time to time in any respect. No such termination or amendment by the
Board of Directors shall divest a Participant of any benefit which had
previously accrued to him or which had previously become payable to him under
this Plan unless the Participant agrees in writing to such divestment.

      9. Non-Alienation of Benefits. Except by mutual agreement between the
Company and the Participant, any benefit which shall be payable under this Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt at such shall be
void, and any such benefit shall not in any way be subject to the debts,
contract, liabilities, engagements, or torts of the person who shall be entitled
to such benefit, nor shall it be subject to attachment or legal process for or
against such person.


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      10. No Employment Rights. The receipt of benefits under this Plan shall
not give a Participant any right to continued employment by the Company and its
Subsidiaries; the right to terminate employment of any Participant, with or
without cause, is specifically reserved by the Company.

      11. Definitions. For purposes of this Plan, the following definitions
shall be applicable:

      a. "Employee" shall mean any person who is regularly employed on a salary
    basis by the Company or by a Subsidiary, including, but not limited to, any
    employee who is also an officer or director of the Company or of a
    Subsidiary.

      b. "Participant" shall mean any Employee who is entitled to a benefit
    under the provisions of Paragraph 4 and/or Paragraph 5 of the Plan.

      c. "Company" shall mean Houston Industries Incorporated.

      d. "Subsidiary" shall mean a company 50 percent or more of whose voting
    stock is owned (directly or through another Subsidiary) by Houston
    Industries Incorporated and which is an Employer under the Retirement Plan
    for Employees of Houston Industries Incorporated.

      e. "Board of Directors" shall mean the Board of Directors of Houston
    Industries Incorporated.

      f. "Personnel Committee" shall mean the committee designated as such from
   time to time by the Board of Directors of Houston industries Incorporated.

      g. "Restoration Participant" shall mean any Employee who is entitled to a
   benefit under the provisions of Paragraph 4 of the Plan.



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      h. "Supplemental Participant" shall mean any Employee who is entitled to a
   benefit under the provisions of Paragraph 5 of the Plan.

     12. Effective Date. The effective date of this amended and restated Plan
shall be July 1, 1991. Any benefits payable under this Plan to a Participant
whose employment terminated prior to July 1, 1991 shall be governed by the terms
of the Plan as in effect on the date of his termination. The Plan shall continue
until terminated by the Board of Directors as provided in paragraph 8.

     13. Applicable Law. The Plan administered hereunder shall be construed,
administered, and governed in all respects under the laws of the State of
Texas.

     IN WITNESS WHEREOF, Houston Industries Incorporated has caused these
presents to be executed by its duly authorized officers in a number of copies,
each of which shall be deemed an original, but all of which shall constitute the
same instrument, this 6th day of March, 1992, but effective as of July 1, 1991.


                                    HOUSTON INDUSTRIES INCORPORATED


                                    BY /s/ ROSS E. DOAN
                                       ---------------------------------
                                       Ross E. Doan, Vice President

ATTEST:

/s/ [ILLEGIBLE]
--------------------------------
Assistant Corporate Secretary



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                         HOUSTON INDUSTRIES INCORPORATED
                            BENEFIT RESTORATION PLAN

                (As Amended and Restated Effective July 1, 1991)


                                 First Amendment


               Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Benefit Restoration Plan, effective July 1, 1991 (the "Plan"), and having
reserved the right under Section 8 thereof to amend the Plan, does hereby amend
the Plan, effective as of the dates specified herein as follows:

               1.     Paragraph 4 of the Plan is hereby amended, effective
September 3, 1997, by adding the following to the end thereof:

        "If any Restoration Participant who has entered into a Severance
        Agreement, as defined in the Houston Industries Incorporated Executive
        Severance Benefits Plan, effective as of September 3, 1997, experiences
        a termination giving rise to a right to benefits under his Severance
        Agreement and complies with the conditions set forth in his Severance
        Agreement for the receipt of benefits thereunder, then such Restoration
        Participant's Retirement Plan Restoration Benefit under this section
        shall be calculated as if (a) the Restoration Participant were fully
        vested in the Retirement Plan and (b) the Restoration Participant had
        remained in the service of the Company or its Affiliates, as defined in
        his Severance Agreement, throughout the three-year period following the
        Change of Control, as defined in his Severance Agreement, or such other
        period as provided in the Restoration Participant's Severance
        Agreement."

               2.     Paragraph 5 of the Plan is hereby amended, effective
September 3, 1997, by adding the following to the end thereof:

        "If any Supplemental Participant who has entered into a Severance
        Agreement with Company experiences a termination giving rise to a right
        to benefits under his Severance Agreement and complies with the
        conditions set forth in his Severance Agreement for the receipt of
        benefits thereunder, then such Supplemental Participant's Supplemental
        Retirement Benefit under this section shall be calculated as if (a) the
        Supplemental Participant were fully vested in the Retirement Plan and
        (b) the Supplemental Participant had remained in the service of the
        Company or its Affiliates, as defined in his Severance Agreement,
        throughout the three-year period following the Change of Control, as
        defined in his Severance Agreement, or such other period as provided in
        the Supplemental Participant's Severance Agreement."


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               3.     Paragraph 11.c. of the Plan is hereby amended, effective
August 6, 1997, to read as follows:

               "c.    'Company' shall mean Houston Industries Incorporated, any
        successor thereto, and/or any subsidiaries adopting the Plan with
        approval of the Board of Directors."

               4.     A new paragraph 14 shall be added to the Plan, effective
October 1, 1997, which shall read as follows:

               "14. OPCO as Successor Employer. Effective on or about October 1,
        1997, STP Nuclear Operating Company, a Texas nonprofit corporation
        ("OPCO" herein), assumed the responsibilities of Houston Lighting &
        Power Company ("HL&P herein), a division of the Company, as project
        manager of the South Texas Project. In connection therewith, OPCO
        employed substantially all of the former employees of HL&P stationed at
        the South Texas Project who have been engaged in the operation and
        management of the South Texas Project as employees of HL&P ("OPCO
        Employees"). Section 8.6.4 of that certain South Texas Project
        Transition Agreement between the Company and the remaining owners of the
        South Texas Project, dated effective November 17, 1997, provides that
        OPCO shall assume any and all liabilities for providing benefits under
        this Plan to the former HL&P employees who became OPCO Employees. In
        furtherance thereof, the liabilities for benefits accrued under this
        Plan as of September 30, 1997 with respect to OPCO Employees have been
        transferred from the books and records of the Company to the books and
        records of OPCO. Accordingly, from and after October 1, 1997, the
        Company shall have no further obligation with respect to such benefits,
        if any, accrued under this Plan on behalf of OPCO Employees and the OPCO
        Employees shall look solely to the OPCO Plan and OPCO for the payment of
        such benefits."

               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/ [ILLEGIBLE]
------------------------------
Assistant Corporate Secretary



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