Director Benefits Plan

HOUSTON INDUSTRIES INCORPORATED
DIRECTOR BENEFITS PLAN


(Effective January 1, 1992)


First Amendment


Houston Industries Incorporated, a Texas corporation (the "Company"), having adopted the Houston Industries Incorporated Director Benefits Plan, effective January 1, 1992 (the "Plan"), and having reserved the right under Section 6.01 thereof to amend the Plan, does hereby amend the Plan, effective as of August 6, 1997, to read as follows:


1. Section 4.01 of the Plan is hereby amended by adding the following sentence to the end thereof:


"Full years of service completed while a director of NorAm Energy Corp.,
any predecessor thereto, or any division or subsidia ...