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                                                                   EXHIBIT 10.27

                        HOUSTON INDUSTRIES INCORPORATED

                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)


                                    RECITALS

     Houston Industries Incorporated, a Texas corporation (the "Company"), with
its principal place of business in Houston, Harris County, Texas, established
the Deferred Compensation Plan effective September 1, 1985 for the benefit of
its eligible salaried employees and retained the right to amend the Plan under
Section 7.1 thereof. The Board of Directors of the Company subsequently
authorized the amendment and restatement of said Plan, as amended and in effect
on December 31, 1988, in the form of the Houston Industries Incorporated
Deferred Compensation Plan, as amended and restated effective January 1, 1989
(the "Prior Plan"), in order to alter the manner in which earnings were
credited on deferred payments and to make certain other changes therein.

     Effective as of January 1, 1991, the Board of Directors of the Company
authorized the amendment and restatement of the Prior Plan in the form of this
Plan in order to clarify the role of the Compensation and Benefits Committee in
the administration of the Plan and to make certain other changes therein.

     There shall be no termination and no gap or lapse in time or effect
between the Prior Plan, as in effect on December 31, 1990, and this Plan. The
amendment and restatement of the Prior Plan, as in effect on December 31, 1990,
in the form of this Plan shall not operate to exclude, diminish, limit or
restrict the payments or continuation of payments of benefits to Participants
under the terms of the Prior Plan as in effect on December 31, 1990. Except to
the extent otherwise required to reflect the fact that such Prior Plan
Participants' benefits accrued under the Prior Plan are continued under this
Plan, the provisions of this Plan shall apply only to an Employee or Director
eligible to participate under this Plan on or after January 1, 1991.


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          NOW, THEREFORE, the Company hereby amends, restates in its entirety
and continues the Prior Plan, as in effect on December 31, 1990, in the form of
this Houston Industries Incorporated Deferred Compensation Plan, effective
January 1, 1991, which shall read as follows:

                                   ARTICLE I

                    PURPOSES OF PLAN; DEFINITIONS; DURATION

     1.1  Purposes. This Houston Industries Incorporated Deferred Compensation
Plan for selected management and highly compensated employees is intended to
provide greater incentives to Participants to attain and maintain the highest
standards of performance.

     1.2  Definitions. Each term below shall have the meaning assigned thereto
for all purposes of this Plan unless the context requires a different
construction.

          (a)  "Agreement" means the Deferred Compensation Agreement between the
     Employer and the Participant which, for this Plan, specifies the amount of
     Compensation being deferred, the method of payment for benefits payable
     under this Plan at normal retirement, and the election of any early
     distribution. Deferrals for each separate Participation Year will be
     covered by a separate Agreement.

          (b)  "Beneficiary" means a person or persons designated by the
     Participant, as provided in Section 4.1, to receive any amounts
     distributed under the Plan after a Participant's death.

          (c)  "Bonus" means a formula or discretionary bonus or incentive
     compensation paid by an Employer, including, but not limited to, a vested
     award under the Houston Industries Incorporated Executive Incentive
     Compensation Plan ("EIC Plan"), granted after January 1, 1991.


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     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Company" means Houston Industries Incorporated, or any successor
thereto.

     (f)  "Commencement Date" means the first day of the Participation Year
with respect to which a Compensation deferral occurs.

     (g)  "Committee" means the Compensation and Benefits Committee of the
Company, which shall consist of five (5) or fewer persons, as shall be appointed
by the Board of Directors of the Company ("Board") to administer the Plan
pursuant to Article II hereof. The Board may remove a Committee member for
any reason by giving him ten (10) days' written notice, and shall fill any
vacancy thus created.

     (h)  "Compensation" means the salary and Bonus which an Employer pays its
Employees, and the meeting attendance fees and retainer fee paid to a Director
by an Employer.

     (i)  "Director" means a member of the Board of Directors of an Employer. A
Director who is also an Employee shall be considered an Employee for all
purposes with respect to salary and Bonus deferrals and shall be considered a
Director for all purposes with respect to deferrals of meeting attendance fees.

     (j)  "Disability" means a physical or mental condition which qualifies as
a total and permanent disability under the Houston Industries Incorporated
Long Term Disability Plan, as amended from time to time.


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     (k)  "Early Distribution" means the benefit payment option available to a
Participant under Section 5.1(a) hereof.

     (l)  "Early Retirement Date" means with respect to an Employee the first
day of the month coincident with or next following his sixtieth (60th) birthday
or an earlier age as may be authorized by the Committee in its sole discretion;
and means with respect to a Director the first day of the month coincident with
or next following his resignation or removal as a Director before his Normal
Retirement Date.

     (m)  "Employee" means any person, including an officer of any Employer
(whether or not he is also a director thereof), who, at the time such person is
designated a Participant hereunder, is employed by the Employer on a full-time
basis, who is compensated for such employment by a regular salary, and who, in
the opinion of the Committee, is one of the officers or other key employees of
the Employer in a position to contribute materially to the continued growth and
development and to the future financial success of the Employer. Any
Participant who is an Employee of a Subsidiary shall be deemed to have
terminated employment with an Employer for purposes of this Plan as of the date
upon which the Participant is no longer employed by an entity which would be
considered a "Subsidiary" hereunder.

     (n)  "Employer" means the Company and each Subsidiary which has adopted
 or which adopts this Plan.

     (o)  "Employment" means employment with an Employer as an Employee or the
current holding of a position as a Director of an Employer. Neither the
transfer of an Employee Participant from



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employment by the Company to employment by a Subsidiary nor the transfer of an
Employee Participant from employment by a Subsidiary to employment by the
Company shall be deemed to be a termination of Employment of such Participant.
Moreover, the Employment of a Participant shall not be deemed to have been
terminated because of his absence from active employment on account of temporary
illness or during authorized vacation or during temporary leaves of absence,
granted by the Employer for reasons of professional advancement, education,
health, or government service, or during military leave for any period if the
Participant returns to active employment within ninety (90) days after the
termination of his military leave, or during any period required to be treated
as a leave of absence by virtue of any valid law or agreement.

        (p)     "Interest Crediting Rate" means, for a given Plan Year, a rate
of interest equivalent to the average Moody's Rate for such year plus two
percentage points (2%).

        (q)     "Moody's Rate" means a rate of interest equal to the composite
yield on Moody's Long-Term Corporate Bond Index for the calendar month as
determined from Moody's Bond Record published by Moody's Investors Service,
Inc. (or any successor thereto), or, if such yield is no longer published, a
substantially similar average selected by the Committee.

        (r)     "Normal Retirement Distribution" means the benefit payment
options available to a Participant under Section 5.1(b) hereof.

        (s)     "Normal Retirement Date" means with respect to an Employee the
first day of the month coincident with or next following his


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sixty-fifth (65th) birthday, and means with respect to a Director the first day
of the month coincident with or next following his seventieth (70th) birthday.

        (t)     "Participant" means an Employee or a Director who has been
designated by the Committee to participate in the Plan pursuant to Section 3.2
hereof and who has elected in writing to participate in the Plan pursuant to
Section 3.3

        (u)     "Participation Year" means (i) with respect to Compensation in
the form of a Bonus, the Plan Year during which the Bonus would have been paid
if not deferred, (ii) with respect to Compensation in the form of salary, the
Plan Year during which a Participant performs services for the Employer for a
salary, and (iii) with respect to Compensation in the form of a Director's
meeting attendance fees and a Director's retainer fee, the Plan Year during
which a Participant performs services for the Company or a Subsidiary for such
fees.

        (v)     "Plan" means the Houston Industries Incorporated Deferred
Compensation Plan, as amended and restated effective January 1, 1991 and as set
forth herein, as the same may hereafter be amended from time to time.

        (w)     "Plan Year" means the calendar year.

        (x)     "Prior Agreement" means the Deferred Compensation Agreement
entered into between the Employer and Participant pursuant to provisions of the
Prior Plan and which, under the Prior Plan's terms, specified the Compensation
deferred, the benefits payable and the interest rates to be used.


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                (y)     "Prior Plan" means the applicable of the Houston
        Industries Incorporated Deferred Compensation Plan, as established
        effective September 1, 1985, and the Houston Industries Incorporated
        Deferred Compensation Plan, as amended and restated effective January 1,
        1989, each of which is incorporated herein by reference for purposes of
        its applicability under this Plan as to Compensation deferred with
        respect to Participation Years commencing before January 1, 1991.

                (z)     "Subsidiary" means a subsidiary corporation with respect
        to the Company as defined in Section 425(f) of the Code.

Words used in this Plan in the singular shall include the plural and in the
plural the singular, and the gender of words used shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.

        1.3     Term. The effective date of the Plan is January 1, 1991. The
Plan shall continue until terminated by the Board of Directors of the Company.
The Committee, in its sole discretion, may or may not authorize deferral of
Compensation during the term of the Plan.

                                   ARTICLE II

                                 ADMINISTRATION

        The Plan shall be administered by the Committee, which shall represent
the Company and other Employers in all matters concerning the administration of
the Plan. Members of the Committee may be Participants under the Plan, but no
member may vote on any matter relating to his benefits under the Plan. The
Committee shall have primary responsibility for the administration and
operation of the Plan and shall have all powers


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necessary to carry out the provisions of the Plan, including the power to
determine which Employees and Directors shall be Participants under the Plan
and which Compensation may be subject to deferral. The determination of the
Committee as to the construction, interpretation, or application of any terms
and provisions of the Plan, including whether and when there has been a
termination of an Employee's employment, shall be final, binding, and
conclusive upon all persons.

                                  ARTICLE III

                                 PARTICIPATION

        3.1     Eligibility of Employees and Directors. An Employee must be a
manager or a highly compensated (within the meaning of Section 414(q) of the
Code) salaried employee of an Employer to be eligible to participate in the
Plan. All Directors shall be eligible to participate in the Plan. The Committee
may from time to time establish additional eligibility requirements for
participation in the Plan.

        3.2     Designation of Participants. Prior to the commencement of any
Participation Year after 1990 the Committee shall designate and notify in
writing the Employees and/or Directors who are eligible to elect to defer
Compensation under this Plan. A designation of an Employee or Director to
participate with respect to Compensation for a particular Participation Year
shall not automatically entitle such Participant to participate with respect to
any other Participation Year. The Committee may, in its sole discretion, notify
a Participant that he is entitled to participate with respect to all future
Compensation for all Participation Years beginning after the date of
notification by the Committee, in which event the Participant may continue to
participate and elect to defer Compensation awarded in respect of future
Participation Years until such time as the Committee notifies the Participant
in writing that he may not participate for future Participation Years.



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     3.3  Election to Participate. After an Employee or Director has been
notified by the Committee that he is eligible to participate in the Plan he
must notify the Committee in writing that he chooses to participate in the
Plan. An election to participate in the Plan shall be effective upon its
receipt by the Committee. A Participant's written election (i) shall specify
the type or types and the amount or amounts of Compensation that he wishes to
defer and the manner of such deferral pursuant to Sections 3.4 through 3.7
hereof; (ii) shall specify, if the Participant so elects, that he wishes to
receive an Early Distribution of benefits with respect to some or all deferrals
for such Participation Year under Section 5.1(a) hereof; and (iii) shall
specify the manner of Normal Retirement Distribution the Participant chooses
with respect to such deferrals under Section 5.1(b) hereof.

     3.4  Salary Deferral. A Participant's election to defer the payment of
salary for 1991 and subsequent Plan Years must be made prior to December 1 (or
a later date determined by the Committee) of the Plan Year preceding the Plan
Year in which the salary is earned by the Participant. Such election will be
irrevocable as of December 31 of the calendar year preceding the calendar year
in which the salary is earned.

          For any Participation Year, a Participant who has not had his
fiftieth (50th) birthday on the date he elects to defer Compensation for a
Participation Year may elect to defer no less than $2,000 and no more than
twenty-five percent (25%) of his annual salary in any Participation Year. A
Participant who is age fifty (50) or older at the time he elects to defer
Compensation for a Participation Year may elect to defer up to forty percent
(40%) of his annual salary in any Participation Year, but not less than $2,000.

          The amount of Compensation elected to be deferred under this Section
3.4 shall be withheld from the Participant's salary during a Plan Year in equal
amounts. Any interest which accrues on such deferrals pursuant to Article V
shall accrue from January 1 of each Participation Year on the total amount of
salary deferred during the Participation Year under this Section 3.4.

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     3.5  Bonus Deferral. A Participant's election to defer the payment of a
Bonus for 1991 and subsequent Plan Years must be made prior to December 1 (or
a later date determined by the Committee) of the Plan Year preceding the Plan
Year in which the Bonus is payable. Such election will be irrevocable as of
December 31 of the calendar year preceding the calendar year in which the Bonus
is paid.

          A Participant may not elect to defer more than one hundred percent
(100%) of his annual cash Bonus award with respect to a particular
Participation Year, nor less than $2,000 for such Participation Year.

          The amount of Compensation elected to be deferred under this Section
3.5 shall be withheld from the Participant's Bonus otherwise payable during the
Plan Year. If the amount of Bonus awarded to the Participant with respect to a
Participation Year is less than the amount of Bonus which the Participant had
elected to defer for such Participation Year, the entire amount of the Bonus
awarded shall be deferred in accordance with this Section 3.5, and no further
deferral shall be made with respect to such election for such Participation
Year. Any interest which accrues on such deferrals pursuant to Article V shall
accrue from January 1 of each Participation Year on the total amount of the
Bonus deferred during the Participation Year under this Section 3.5.

     3.6  Retainer Fee Deferral. A Director Participant's election to defer the
payment of the retainer fee for 1991 and subsequent Plan Years must be made
prior to December 1 (or a later date determined by the Committee) of the Plan
Year preceding the Participation Year in which the retainer fee will be paid.
Such election will be irrevocable as of December 31 of the Plan Year preceding
the Participation Year with respect to which the retainer fee is payable.

          A Participant may not elect to defer more than one hundred percent
(100%) of his annual retainer fee with respect to a particular Participation
Year, nor less than $2,000 for such Participation Year.

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            The amount of Compensation elected to be deferred under this Section
3.6 shall not be paid but shall be withheld from the Participant's retainer fee
otherwise payable during the Plan Year. Any interest which accrues on such
deferrals pursuant to Article V shall accrue from January 1 of each
Participation Year on the total amount of Compensation elected to be deferred
under this Section 3.6.

        3.7 Meeting Attendance Fees Deferral. A Director Participant's election
to defer the payment of meeting attendance fees for 1991 and subsequent Plan
Years must be made prior to December 1 (or a later date determined by the
Committee) of the Plan Year preceding the Participation Year in which the
meeting attendance fees will be paid. Such election will be irrevocable as of
December 31 of the Plan Year preceding the Participation Year with respect to
which the meeting attendance fees are payable.

            A Participant may not elect to defer more than one hundred percent
(100%) of the total meeting attendance fees payable in any Participation Year.

            The amount of Compensation elected to be deferred pursuant to this
Section 3.7 shall be withheld from each meeting attendance fee earned by a
Director during a Participation Year in equal percentages. Any interest which
accrues on such deferrals pursuant to Article V shall accrue from January 1 of
each Participation Year on the total amount of Compensation elected to be
deferred under this Section 3.7.

        3.8 Waiver or Suspension of Deferral. The Committee may, in its sole
discretion, grant a waiver or suspension of a Participant's irrevocable deferral
election under this Article III for such time as the Committee may deem to be
necessary upon a finding that the Participant has suffered a financial hardship.
The Committee may also, in its sole discretion, permit a Participant to take
prospective remedial action within the same year in order to bring his total
Compensation deferral for the Participation Year in which the event resulting in
a waiver or suspension occurred to the level of his original deferral election,
provided that the limits of this Article III are not thereby exceeded.


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                                   ARTICLE IV

                     BENEFICIARY DESIGNATIONS; WITHHOLDING


        4.1 Beneficiary Designations. Each person becoming a Participant shall
file with the Committee a designation of one or more Beneficiaries to whom
distributions otherwise due the Participant shall be made in the event of his
death while in the employ of the Company or after termination of Employment but
prior to the complete distribution of the benefits payable with respect to the
Participant. Such designation shall be effective when received in writing by the
Committee. The Participant may from time to time revoke or change any such
designation of a Beneficiary by written document delivered to the Committee. If
there is no valid designation of the Beneficiary on file with the Committee at
the time of the Participant's death, or if all of the Beneficiaries designated
therein shall have predeceased the Participant or otherwise ceased to exist,
the Beneficiary shall be, and any payment hereunder shall be made to, the
Participant's spouse, if he or she survives the Participant, or otherwise to
the Participant's estate. If the Beneficiary, whether under a valid beneficiary
designation or under the preceding sentence, shall survive the Participant but
die before receiving all payments hereunder, the balance of the benefits which
would have been paid to the Beneficiary had he or she lived shall, unless the
Participant's designation provided otherwise, be distributed to the
Beneficiary's estate.

        4.2 Withholding of Taxes. The Committee shall cause the Employer to
deduct from the amount of all benefits paid under the Plan any taxes required to
be withheld by the federal government of any state or local government.

                                   ARTICLE V

                                    BENEFITS

        5.1 Benefit Payments. The benefit payments with respect to deferrals of
Compensation for a specific Participation Year will be determined as set forth
below:


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          (a) Early Distribution. At the time a Participant elects to defer
     Compensation for a Participation Year pursuant to Section 3.3 hereof, he
     may elect to receive an Early Distribution of benefits attributable to such
     Compensation. The Early Distribution will represent either (i) fifty
     percent (50%) or (ii) one hundred percent (100%) of the Compensation
     deferred for that Participation Year, and will include interest amounts
     accrued thereon at the applicable Interest Crediting Rates. The Participant
     shall receive such Early Distribution within ninety-five (95) days of the
     beginning of any year selected by the Participant, which year may not
     commence earlier than three (3) years from the end of the Plan Year in
     which the Participant deferred such Compensation. A Participant may make
     only one Early Distribution election under this Plan for each Participation
     Year.

          (b) Normal Retirement Distribution. At the time a Participant elects
     to defer Compensation for a Participation Year pursuant to Section 3.3
     hereof, he must elect to receive a Normal Retirement Distribution of
     benefits attributable to such Compensation, taking into account any Early
     Distribution election made by him under Section 5.1(a). The Participant may
     elect to receive a Normal Retirement Distribution equal either to (i) a
     lump sum distribution of the amounts of Compensation deferred with interest
     thereon, compounded annually, at the applicable Interest Crediting Rates,
     minus any Early Distributions, or (ii) a benefit in the form of fifteen
     (15) annual installment payments of such Compensation, including interest
     thereon, compounded annually, at the applicable Interest Crediting Rates,
     minus any Early Distributions. Payment of a Normal Retirement Distribution
     will be made, if payable in a lump sum, in the January following the
     Participant's termination of employment on or after his



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Normal Retirement Date. Payment of a Normal Retirement Distribution will be
made, if payable in fifteen (15) annual installments, commencing the month
following the month in which the Participant terminates employment on or after
his Normal Retirement Date, and will be paid in that same month in each
remaining year. 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) will constitute the applicable Interest
Crediting Rate for all years thereafter in which the Normal Retirement
Distribution is paid or payable.

     (c) Failure to Elect Method of Distribution. If a Participant fails to make
an election as to the manner in which a Normal Retirement Distribution will be
paid, such Normal Retirement Distribution will be made in the form of a lump sum
distribution in accordance with Section 5.1(b) above, as if the Participant had
specifically so elected.

     (d) Termination After Early Retirement Date and Prior to Normal Retirement
Date. Any Participant who terminates employment after his Early Retirement Date
but prior to his Normal Retirement Date, will (if he is living on the date of
payment) receive a lump sum distribution or fifteen (15) annual installment
payments, in accordance with his election under Section 5.1(b) above,
commencing once he has attained his Normal Retirement Date. Such commencement
date may be accelerated by the Committee in its sole discretion, but may not
occur before a Participant's termination of employment.

     (e) Benefits Stated in Agreement. The form of benefit payments elected
will be stated in the Agreement between the  Employer and the Participant,
based on the Company's administrative guidelines under the Plan.


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     (f) Commutation of Benefit Payments. Any installment benefits, at the
request of the Participant and in the discretion of the Committee, may be
commuted to a lump sum payment or may be paid over a shorter period of time,
with interest accrued to such date at the applicable Interest Crediting Rate.

5.2 Death

     (a) Death Prior to Commencement of Normal Retirement Distribution. If a
Participant dies (i) prior to his Normal Retirement Date and prior to his
termination of employment or (ii) after his termination of employment after his
Early Retirement Date, but prior to the commencement of a Normal Retirement
Distribution payable in fifteen (15) annual installments, the payments otherwise
described in Section 5.1 not theretofore made shall not be made, but the
Employer shall pay Participant's Beneficiary the sum or sums of Compensation
actually deferred with interest thereon from the Commencement Date through the
date of payment at the applicable Interest Crediting Rates less an amount equal
to any Early Distributions or other benefits paid prior to Participant's death.
Payments made pursuant to this Section 5.2(a) shall be made within approximately
ninety-five (95) days following the date of Participant's death.

     (b) Death After Normal Retirement Date. If Participant dies (i) after his
Normal Retirement Date but prior to his termination of employment, (ii) after
his termination of employment, provided the Participant had attained his Normal
Retirement Date on or before the date of such termination, or (iii) after
commencement of a Normal Retirement

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     Distribution in the form of fifteen (15) annual installment payments
     pursuant to Section 5.1 but prior to completion of all such payments, the
     Employer shall make (or continue to make) such payments provided for in
     Section 5.1 to the Participant's Beneficiary.

          (c) Commutation of Death Benefit. Any installment death benefits, at
     the request of a Beneficiary and in the sole discretion of the Committee,
     may be commuted to a lump sum payment or may be paid over a shorter period
     of time, with interest accrued to such date at the applicable Interest
     Crediting Rate.

     5.3 Disability. In the event of the Disability of a Participant while in
the employ of an Employer, the Participant shall be considered to have remained
in the continuous employment of the Employer during such Disability until his
Normal Retirement Date or earlier death. The benefits payable to such
Participant under the Plan shall be paid in the amounts and at the times
otherwise provided in Section 5.1, all in accordance with Participant's initial
election under Section 3.3, except that at the request of a Participant and
in the discretion of the Committee, any such payments may be commuted to a lump
sum payment or paid over a shorter period of time, with interest accrued to
such date at the applicable Interest Crediting Rate.

     5.4 Payment Upon Termination of Employment. If the employment of an
Employee Participant is terminated for any reason other than death, retirement
at or after the Normal Retirement Date, or early retirement in accordance with
the provisions of Section 5.1(d), a Normal Retirement Distribution payable in
fifteen (15) annual installments as described in Section 5.1 shall not be made,
but the Employer shall pay the Participant the sum or sums of Compensation
actually deferred, with interest thereon, compounded annually, at the
applicable Moody's Rate for each Participation Year, from the Commencement Date

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through the date of payment. Notwithstanding the foregoing, the amount payable
under this Section 5.4 shall be reduced by amounts equal to any Early
Distribution or other benefit paid prior thereto, with adjustments for interest.
Payments under this Section 5.4 shall be made within ninety-five (95) days
following the date of Participant's termination of employment or as soon as
practicable thereafter.

     5.5  Termination of Employment During Participation Year. If Participant
terminates his employment with an Employer for any reason during the
Participation Year for which Compensation is to be deferred, the amount of
deferral specified in his Agreement for that Participation Year shall be
adjusted to reflect the amount actually deferred for the Participation Year
prior to such termination. If a Participant terminates employment with an
Employer for any reason during the Participation Year for which he has elected
to defer the payment of a Bonus, such election shall become null and void with
respect to any Bonus which has not become payable to the Participant as of the
date the Participant terminates his employment with an Employer.

     5.6  Benefits for Prior Participation Years, including the Participation
Year Ending December 31, 1990. Notwithstanding any other provision of the Plan
to the contrary, for prior Participation Years and for the Participation Year
ending December 31, 1990, benefits awarded under the Prior Plan shall be
distributed in accordance with, and governed by the terms of, Prior Plan and
any Prior Agreements. The interest rates used for determination of benefits
payable under the Prior Plan shall be those set out in a Participant's Prior
Agreement.


                                   ARTICLE VI

                             RIGHTS OF PARTICIPANTS

     6.1  Limitation of Rights. Nothing in this Plan shall be construed to:


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          (a)  Give any Employee of an Employer or any Director any right to be
     designated a Participant in the Plan other than in the sole discretion of
     the Committee;

          (b)  Limit in any way the right of the Employer to terminate a
     Participant's employment at any time; or

          (c)  Be evidence of any agreement or understanding, express or
     implied, that the Company or any other Employer will employ a Participant
     in any particular position or at any particular rate of remuneration.

     6.2  Non-Alienation of Benefits. No right or benefit under this Plan shall
be subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
or charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same will be null and void. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, or torts of any Participant or other person entitled to such
benefits. The foregoing provisions of this Section 6.2 shall not apply to a
domestic relations order awarding any benefits under the Plan to the divorced
spouse of a Participant.

     6.3  Prerequisites to Benefits. No Participant, nor any Beneficiary or
other person claiming through a Participant, shall have any right or interest
in the Plan, or any benefits hereunder, unless and until all the terms,
conditions, and provisions of the Plan which affect such Participant or such
other person shall have been complied with as specified herein.

     6.4  Nature of Employer's Obligation. This Plan is intended to be, and
shall be construed as, an unfunded plan maintained by each Employer primarily
for the purpose of providing deferred compensation for a select group of its
management or highly compensated salaried employees. The benefits provided
under this Plan shall be a general, unsecured obligation of the Employer
payable solely from the general assets of the Employer, and


DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1991                        PAGE 18


<PAGE>   19
neither the Participant nor the Participant's Beneficiary or estate shall have
any interest in any assets of the Employer by virtue of this Plan. No fund or
other assets will ever be set aside or segregated for the benefit of the
Participant or the Participant's Beneficiary under this Plan. The adoption of
the Plan and any setting aside of amounts by an Employer with which to
discharge its obligations hereunder shall not be deemed to create a trust;
legal and equitable title to any funds so set aside shall remain in the
Employer and any funds so set aside shall remain subject to the general
creditors of the Employer.

                                  ARTICLE VII

                                 MISCELLANEOUS

     7.1  Amendment or Termination of the Plan. The Board of Directors of the
Company may amend or terminate this Plan at any time. Any such amendment or
termination shall not, however, affect the rights of any Participant to any
accrued benefits payable under the Plan.

     7.2  Reliance Upon Information. The Committee shall not be liable for any
decision or action taken in good faith in connection with the administration of
this Plan. Without limiting the generality of the foregoing, any such decision
or action taken by the Committee in reliance upon any information supplied to
it by an officer of the Company, the Company's legal counsel, or the Company's
independent accountants in connection with the administration of this Plan
shall be deemed to have been taken in good faith.

     7.3  Effective Date. The Plan shall become effective as of January 1, 1991.

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

DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1991                       PAGE 19
<PAGE>   20
     7.5  Severability. If any term, provision, covenant, or condition of the
Plan is held to be invalid, void, or otherwise unenforceable, the rest of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated.

     7.6  Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the principal office of the
Company. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the dates shown on the postmark on the receipt
for registration or certification.

          IN WITNESS WHEREOF, the Company has executed these presents as
evidenced by the signatures affixed hereto of its officers hereunto duly
authorized and by its corporate seal being affixed hereto, in a number of
copies, all of which shall constitute but one and the same instrument which may
be sufficiently evidenced by any executed copy hereof, this 20th day of
February, 1991, but effective as of January 1, 1991.

                                             HOUSTON INDUSTRIES INCORPORATED

                                             By  /s/ ROSS E. DOAN
                                               --------------------------------

ATTEST:

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

[SEAL]

DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1991                       PAGE 20
<PAGE>   21
                        HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)

                                FIRST AMENDMENT

     Houston Industries Incorporated, a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991 (the "Plan"), and having reserved
the right to amend the Plan under Section 7.1 thereof, does hereby amend
Section 1.2(p) of the Plan, effective as of January 1, 1991, to read as follows:

     "'Interest Crediting Rate' means, for a given Plan Year, a rate of interest
     equivalent to the average Moody's Rate for such year plus two percentage
     points (2%) or, with respect to a Participant who is designated to receive
     a higher rate of interest by the Personnel Committee of the Board, such
     higher rate as determined by the Personnel Committee of the Board and
     communicated to such Participant."

     IN WITNESS WHEREOF, Houston Industries Incorporated has caused these
presents to be executed by its duly authorized officers and to be affixed with
its corporate seal, in a number of copies, all of which shall constitute but one
and the same instrument which may be sufficiently evidenced by any executed copy
hereof, this 1st day of October, 1991, but effective as of January 1, 1991.

                                        HOUSTON INDUSTRIES INCORPORATED


                                        By /s/ R. E. DOAN
                                           -------------------------------------
                                           Vice President


ATTEST:

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

[SEAL]

<PAGE>   22
                        HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)

                                Second Amendment

     Houston Industries Incorporated, a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991 (the "Plan"), and having reserved
the right to amend the Plan under Section 7.1 thereof, does hereby amend
Article V of the Plan by adding the following Section 5.7 thereto, effective
March 30, 1992:

          "5.7 Terminations Under the Separation Program.

          (a) Voluntary Terminations. (i) Prior to Early Retirement Date.
          Notwithstanding any other provision of the Plan to the contrary, if
          the employment of a Participant is terminated under the Voluntary
          Early Retirement Program adopted by the Board of Directors of the
          Company on January 8, 1992 and prior to the first day of the month
          coincident with or next following the Participant's sixtieth (60th)
          birthday, a Normal Retirement Distribution as described in Section 5.1
          shall not be made, but the Employer (x) shall pay the Participant the
          sum or sums of Compensation actually deferred, with interest thereon,
          compounded annually, at the applicable Interest Crediting Rate for
          each Participation Year, from the Commencement Date through the date
          of payment, (y) shall make a lump sum distribution or fifteen (15)
          annual installment payments, in accordance with the Participant's
          election under Section 5.1(b) above, and if payable in a lump sum, in
          the January following the Participant's termination of employment or
          if payable in installments, commencing the month following the month
          in which the Participant terminates employment and payable thereafter
          in that same month in each remaining year, and (z) shall not make any
          Early Distributions to such Participant.

          (ii) After Early Retirement Date. If the employment of a Participant
          is terminated as described in (a)(i) above but after the first day of
          the month coincident with or next following the Participant's
          sixtieth (60th) birthday, distributions (including Early
          Distributions) shall be made as otherwise provided in the preceding
          Sections of this Article V.

<PAGE>   23
          (b) Involuntary Terminations. (i) Prior to Early Retirement Date.
          Notwithstanding any other provision of the Plan to the contrary, if
          the employment of a Participant is terminated involuntarily under the
          severance program adopted by the Board of Directors of the Company on
          January 8, 1992 and prior to the first day of the month coincident
          with or next following the Participant's sixtieth (60th) birthday, a
          Normal Retirement Distribution as described in Section 5.1 shall not
          be made, but the Employer (x) shall pay the Participant the sum or
          sums of Compensation actually deferred, with interest thereon,
          compounded annually, at the applicable Interest Crediting Rate for
          each Participant Year, from the Commencement Date through the date of
          payment, (y) shall pay such amount in a lump sum (regardless of any
          election previously made by the Participant) within ninety-five (95)
          days following the date of Participant's termination of employment or
          as soon as practicable thereafter, and (z) shall not make any Early
          Distributions to such Participant.

          (ii) After Early Retirement Date. If the employment of a Participant
          is terminated involuntarily as described in (b)(i) above but after
          the first day of the month coincident with or next following the
          Participant's sixtieth (60th) birthday, distributions (including
          Early Distributions) shall be made as otherwise provided in the
          preceding Sections of this Article V.

          (c) Commutation. Any installment payments hereunder may be commuted
          as provided in Section 5.1(f)."

     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 but one and the same instrument which may be
sufficiently evidenced by any executed copy hereof, this 27th day of March,
1992, but effective March 30, 1992.

                                        HOUSTON INDUSTRIES INCORPORATED


                                        By /s/ [SIGNATURE ILLEGIBLE]
                                           -------------------------------------
                                           Vice President

ATTEST:

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


                                      -2-

<PAGE>   24
                        HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)

                                Third Amendment


     Houston Industries Incorporated, a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991 (the "Plan"), and having reserved
the right to amend the Plan under Section 7.1 thereof, does hereby amend
Article V of the Plan by adding the following Section 5.8 thereto, effective
June 2, 1993:

          "5.8 Terminations Under the UFI Severance Program. (a) Prior to Early
          Retirement Date. Notwithstanding any other provision of the plan to
          the contrary, if the employment of a Participant is terminated under
          the Utility Fuels, Inc. severance program, on or after July 26, 1993,
          and prior to the first day of the month coincident with or next
          following the Participant's sixtieth (60th) birthday, a Normal
          Retirement Distribution as described in Section 5.1 shall not be
          made, but the Employer (i) shall pay the Participant the sum or sums
          of Compensation actually deferred, with interest thereon, compounded
          annually, at the applicable Interest Crediting Rate for each
          Participation Year, from the Commencement Date through the date of
          payment, (ii) shall pay such amount in a lump sum (regardless of any
          election previously made by the Participant) within ninety-five (95)
          days following the date of Participant's termination of employment or
          as soon as practicable thereafter, and (iii) shall not make any Early
          Distributions to such Participant after the date of termination.

          (b) After Early Retirement Date. If the employment of a Participant
          is terminated as described in (a) above but after the first day of
          the month coincident with or next following the Participant's
          sixtieth (60th) birthday, distributions (including Early
          Distributions) shall be made as otherwise provided in the preceding
          Sections of this Article V.

          (c) Commutation. Any installation payments hereunder may be commuted
          as provided in Section 5.1(f)."




<PAGE>   25
          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 but one and the same instrument which may be
sufficiently evidenced by any executed copy hereof, this 23rd day of November,
1993, but effective June 2, 1993.

                                        HOUSTON INDUSTRIES INCORPORATED




                                        By: /s/ [SIGNATURE ILLEGIBLE]
                                            ------------------------------------


ATTEST:


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


<PAGE>   26
                        HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 1991)

                                Fourth Amendment

     Houston Industries Incorporated, a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991 (the "Plan"), and having reserved
the right to amend the Plan under Section 7.1 thereof, does hereby amend the
Plan as follows, effective as of December 1, 1993:

     1.   Section 1.2(m) of the Plan is hereby amended to read as follows:

          "'Employee' means any person, including an officer of any
          Employer (whether or not he is also a director thereof), who,
          at the time such person is designated a Participant hereunder,
          is employed by an Employer on a full-time basis, who is
          compensated for such employment by a regular salary, and who,
          in the opinion of the Committee, is one of the officers or
          other key employees of the Employer in a position to contribute
          materially to the continued growth and development and to the
          future financial success of the Employer. Any Participant who
          is an Employee of a Subsidiary shall not be deemed to have
          terminated employment with an Employer for purposes of this
          Plan until the date upon which the Participant is no longer
          employed by any entity which would be considered an 'Employer'
          or Subsidiary hereunder."

     2.   Section 1.2(n) of the Plan is hereby amended to read as follows:

          "'Employer' means (i) the Company, (ii) each Subsidiary which
          has adopted the Plan with the consent of the Committee, and
          (iii) each other employing organization in which the Company
          has a direct or indirect ownership interest and which has been
          approved by the Committee as an Employer under the Plan,

<PAGE>   27
          subject to the terms and conditions established by the
          Committee."

     3.   The first sentence of Section 3.4 is hereby amended to read as
follows:

          "A Participant's election to defer the payment of salary must
          be made prior to the first day of the Plan Year in which the
          salary is earned by the Participant."

     4.   The second paragraph of Section 3.4 is hereby amended to read as
          follows:

          "A Participant may not elect to defer more than one hundred
          percent (100%) of his annual salary with respect to a particular
          Participation Year, nor less than $2,000 for such Participation
          Year."

     5.   The first sentence of Section 3.5 is hereby amended to read as
follows:

          "A Participant's election to defer the payment of a Bonus must
          be made prior to the first day of the Plan Year in which the
          Bonus is paid to the Participant."

     6.   The first sentence of Section 3.6 is hereby amended to read as
follows:

          "A Participant's election to defer the payment of a retainer
          fee must be made prior to the first day of the Plan Year in
          which the retainer fee is earned by the Participant."

     7.   The first sentence of Section 3.7 is hereby amended to read as
follows:

          "A Participant's election to defer the payment of meeting
          attendance fees must be made prior to the first day of the
          Plan Year in which the meeting attendance fees are paid to
          the Participant."

                                      -2-
<PAGE>   28
        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 continue but one and the same instrument which may be
sufficiently evidenced by any executed copy hereof, this 17th day of February,
1994, but effective as of December 1, 1993.

                                        HOUSTON INDUSTRIES INCORPORATED


                                        By: /s/ [SIGNATURE ILLEGIBLE]
                                           --------------------------------


ATTEST:

[SIGNATURE ILLEGIBLE]
-------------------------------
Assistant Corporate Secretary


                                      -3-
<PAGE>   29
                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

                    (As Amended and Restated January 1, 1991)


                                 Fifth Amendment


               Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Deferred Compensation Plan, effective January 1, 1991 (the "Plan"), and having
reserved the right under Section 7.1 thereof to amend the Plan, does hereby
amend Section 6.2 of the Plan, effective September 7, 1994, to read as follows:

               "6.2 Non-Alienation of Benefits. No right or benefit under this
        Plan shall be subject to anticipation, alienation, transfer, sale,
        assignment, pledge, encumbrance or charge, whether voluntary,
        involuntary, direct or indirect, by operation of law or otherwise,
        including, without limitation, a change in beneficial interest of any
        trust and a change in ownership of a corporation or partnership, but not
        including a change of legal and beneficial title of a right or benefit
        resulting from the death of any Participant or the spouse of any
        Participant (any such proscribed transaction hereinafter a
        'Disposition') and any attempted Disposition will be null and void. No
        right or benefit hereunder shall in any manner be liable for or subject
        to any debts, contracts, liabilities, or torts of any Participant or
        other person entitled to such benefits. The foregoing provisions of this
        Section 6.2 shall not apply to a domestic relations order awarding any
        benefits under the Plan to the divorced spouse of a Participant. The
        foregoing provisions of this Section 6.2 shall also not apply to an
        irrevocable Disposition of a right or benefit under this Plan to a
        'Permitted Assignee,' as defined below, by (i) a Participant age 55 or
        older (an 'Eligible Participant'), or (ii) a 'Permitted Assignee,' as
        defined below, who has received an assignment from an Eligible
        Participant pursuant to this sentence.

                      (a) Permitted Assignee. The term 'Permitted Assignee'
               shall mean:

                             (i) The Eligible Participant;

                             (ii) A spouse of the Eligible Participant;

<PAGE>   30

                             (iii) Any person who is a lineal ascendant or
                      descendant of the Eligible Participant or the Eligible
                      Participant's spouse;

                             (iv) Any brother or sister of the Eligible
                      Participant;

                             (v) Any spouse of any individual described in
                      subparagraph (iii) or (iv);

                             (vi) A trustee of any trust which, at the
                      applicable time, is 100% Actuarially Held for a Permitted
                      Assignee or Assignees (as defined in Section 6.2(c));

                             (vii) Any corporation in which, at the applicable
                      time, each class of stock is 100% owned by a Permitted
                      Assignee or Permitted Assignees;

                             (viii) Any partnership in which, at the applicable
                      time, each class of partnership interest is 100% owned by
                      a Permitted Assignee or Permitted Assignees; or

                             (ix) Any limited liability company or other form of
                      incorporated or unincorporated business organization in
                      which each class of stock, membership or other equity
                      interest is 100% owned by a Permitted Assignee or
                      Assignees.

                      (b) Subsequent Assignees. This Section 6.2 shall be fully
               applicable to all Permitted Assignees, and the provisions of this
               Section 6.2 shall be fully applicable to any right or benefit
               transferred by an Eligible Participant to any Permitted Assignee
               as if such Permitted Assignee were an Eligible Participant;
               provided, however, that no Permitted Assignee shall be deemed an
               Eligible Participant for determining the persons who constitute
               Permitted Assignees under Section 6.2(a). Any Permitted Assignee
               acquiring a right or benefit under this Plan shall execute and
               deliver to the Committee an Agreement pursuant to which such
               Permitted Assignee agrees to be bound by all of the terms and
               provisions of the Plan, provided that the failure to execute and
               deliver such an Agreement shall not be deemed to relieve such
               Permitted Assignee of the restrictions imposed by the Plan. Any
               attempted Disposition of a right or benefit under this Plan in
               breach of this Section 6.2, whether voluntary, involuntary, by
               operation of law or otherwise shall be null and void.



                                      -2-
<PAGE>   31

                      (c) Actuarially Held. In making the determination whether
               a trust is 100% Actuarially Held for Permitted Assignee(s), a
               trust, at the applicable point in time, is 100% Actuarially Held
               for Permitted Assignee or Assignees when 100% of the actuarial
               value of the beneficial interests of the trust, except as
               provided in the following sentence, are held for a Permitted
               Assignee or Permitted Assignees. For purposes of making the
               determination described above, the possibility that an interest
               in a trust may be appointed pursuant to a special or general
               power of appointment shall be ignored; provided, that the actual
               exercise of any such power of appointment shall not be ignored."

               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 16th day of November,
1994, but effective as of the date specified herein.

                                        HOUSTON INDUSTRIES INCORPORATED



                                        By /s/ D. D. SYKORA
                                          --------------------------------------
                                           D. D. Sykora
                                           Chairman and Chief Operating Officer

ATTEST


/s/ [Signature Illegible]
--------------------------------------
Assistant Corporate Secretary



                                       -3-
<PAGE>   32

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)


                                 Sixth Amendment


               Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Deferred Compensation Plan, effective January 1, 1991 (the "Plan"), and having
reserved the right under Section 7.1 thereof to amend the Plan, does hereby
amend Article V of the Plan by adding the following Section 5.8 thereto,
effective August 1, 1995:

               "5.8 Terminations under the 1995 Voluntary Early Retirement
Program.

                      (a) Prior to Early Retirement Date. Notwithstanding any
               other provision of the Plan to the contrary, if the employment of
               a Participant who fulfills the requirements for the Voluntary
               Early Pension for 1995 Program participants under Section 9.7(a)
               of the Houston Industries Incorporated Retirement Plan is
               terminated prior to the first day of the month coincident with or
               next following the date of the Participant's 60th birthday, a
               Normal Retirement Distribution as described in Section 5.1 or a
               distribution as described in Section 5.4 shall not be made, but
               the Employer (x) shall pay the Participant the sum or sums of
               Compensation actually deferred, with interest thereon, compounded
               annually, at the applicable Interest Crediting Rate for each
               Participation Year, from the Commencement Date through the date
               of payment, minus any Early Distributions, (y) shall make a lump
               sum distribution or 15 annual installment payments in accordance
               with the Participant's election under Section 5.1(b) and, if
               payable in a lump sum, in the January following the Participant's
               termination of employment or, if payable in installments,
               commencing the month following the month in which the Participant
               terminates employment and payable thereafter in that same month
               in each remaining year, and (z) shall not make any Early
               Distributions to such Participant.

                      (b) After Early Retirement Date. If the employment of a
               Participant is terminated voluntarily as described in subsection
               (a) above but after the first day of the month


<PAGE>   33

               coincident with or next following the date of the Participant's
               60th birthday, distributions (including Early Distributions)
               shall be made as otherwise provided in this Article V.

                      (c) Commutation. Any installment payments hereunder may be
               commuted as provided in Section 5.1(e)."

               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 18th day of May, 1995,
but effective as of the date stated herein.


                                        HOUSTON INDUSTRIES INCORPORATED



                                        By /s/ D. D. SYKORA
                                          --------------------------------------
                                           D. D. Sykora
                                           President and Chief Operating Officer

ATTEST:


/s/ [Signature Illegible]
--------------------------------------
Assistant Corporate Secretary



                                       -2-

<PAGE>   34

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)


                                Seventh 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
amended (the "Plan"), and having reserved the right under Section 7.1 thereof to
amend the Plan, does hereby amend the last sentence of Section 7.1 of the Plan,
effective as of December 1, 1995, to read as follows:

        "Any such amendment or termination shall not, however, without the
        written consent of the affected Participant, reduce the interest rate
        applicable to, or otherwise adversely affect the rights of a Participant
        with respect to, Compensation with respect to which a Participant made
        an irrevocable deferral election before the later of the date that such
        amendment is executed or effective."

               IN WITNESS WHEREOF, Houston Industries Incorporated has caused
these presents to be executed by the duly authorized Chairman of the Benefits
Committee 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 18th day of June, 1996, but effective as of the date stated herein.

                                        HOUSTON INDUSTRIES INCORPORATED


                                        By /s/ D. D. SYKORA
                                          --------------------------------------
                                           D. D. Sykora
                                           Chairman of the Benefits Committee
ATTEST:


/s/ [Signature Illegible]
--------------------------------------
Assistant Corporate Secretary

<PAGE>   35

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)


                                Eighth 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
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 January 1, 1997, to
read as follows:

               1. Section 1.2(b) of the Plan is hereby amended in its entirety
to read as follows:

               "(b) 'Beneficiary' means a person or persons, a trustee or
        trustees of a trust, or a partnership, corporation, limited liability
        partnership, limited liability company, or other entity designated by
        the Participant, as provided in Section 4.1, to receive any amounts
        distributed under the Plan after a Participant's death."

               2. Section 1.2(g) of the Plan is hereby amended in its entirety
to read as follows:

               "(g) 'Committee' means the Benefits Committee or such other
        committee, which shall consist of five (5) or fewer persons, as shall be
        appointed by the Board of Directors of the Company to administer the
        Plan pursuant to Article II hereof."

               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

<PAGE>   36

constitute one and the same instrument, which may be sufficiently evidenced by
any executed copy hereof, this 5th day of June, 1997, but effective as of the
date stated herein.

                                        HOUSTON INDUSTRIES INCORPORATED



                                        By /s/ R.S. Letbetter
                                           -------------------------------------

ATTEST:


/s/ [Signature Illegible]
-------------------------------------

<PAGE>   37

                         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

<PAGE>   38

        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/ [Signature Illegible]
                                           -------------------------------------

ATTEST:


/s/ [Signature Illegible]
-------------------------------------

<PAGE>   39

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)


                                 Tenth Amendment


               Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Deferred Compensation Plan, 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 September 3, 1997, as
follows:

               1. Sections 5.2(a), 5.2(b), and 5.2(c) of the Plan are hereby
amended, by adding the following sentence at the end of each section:

        "Notwithstanding the foregoing, if there is a conflict between the
        provisions of this section and the terms of the Participant's Severance
        Agreement (as further described in Section 5.4), the terms of the
        Severance Agreement shall control."

               2. Section 5.4 of the Plan is hereby amended, by inserting the
following paragraph at the end thereof which shall read as follows:

               "If any 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 Participant
        shall be treated as if his termination did not occur until after his
        Early Retirement Date, and the provisions of Section 5.1(d) shall
        apply."

<PAGE>   40

               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 date specified herein.


                                        HOUSTON INDUSTRIES INCORPORATED



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

ATTEST:

/s/ [Signature Illegible]
-----------------------------------
Assistant Corporate Secretary



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