EXECUTIVE BENEFITS PLAN AGREEMENT

THIS AGREEMENT, made this 30th day of August, 1993, by and between Houston Lighting & Power Company , a Texas corporation (the “Company”), and Joseph B. McGoldrick (“Employee”);

WHEREAS, the Company has adopted the Houston Industries Incorporated Executive Benefits Plan (“Plan”) to provide disability benefits, salary continuation benefits and death benefits for certain of its officers pursuant to which individual executive benefits agreements are to be entered into with such officers to whom coverage under the Plan has been extended; and

WHEREAS, Employee has performed his duties with ability and distinction and the Company recognizes that the future growth and continued success of the Company’s business may well reflect the competent services rendered by Employee; and

WHEREAS, the Company desires to reward and retain the services of the Employee and also to assist him in providing for contingencies of disability or death during employment or after retirement by extending to Employee coverage under the Plan as long as he continues to be an officer of the Company; and

WHEREAS, Employee is willing to continue to serve as an officer of the Company, provided the Company will agree to provide additional executive benefits in the form of certain payments in the event of Employee’s disability or death; and

WHEREAS, Employee is considered a highly compensated employee or member of a select management group of the Company;

NOW, THEREFORE, in consideration of the premises, and the agreements hereinafter contained, the parties hereto agree as follows:

1.            Reference to Plan .  This Agreement is being entered into in accordance with and subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee designated under the Plan (the “Committee”) and are still in effect on the date hereof.  Employee has received a copy of, and is familiar with the terms of, the Plan and any such administrative interpretations, which are hereby incorporated herein by reference.

2.            Benefits .  Subject to the conditions set forth in Paragraph 3 hereof and all other terms and conditions of the Plan and this Agreement, the Company agrees as follows:

(a)            Supplemental Disability Benefits .  If the Employee becomes disabled during his employment as an officer of the Company, he will receive benefits under the Long Term Disability Plan of Houston Industries Incorporated as if the term “total disability” under said Plan was defined as an illness or injury which prevents him from performing the duties of an officer of the Company.

(b)            Salary Continuation Benefits .  If the Employee dies during the period of his employment as an officer of the Company, or dies during a period of disability as described in (a) above, which disability had commenced while Employee was employed as an officer of the Company, then the Company shall pay to the Employee’s Beneficiary the following:

(i)           100% of the Employee’s monthly salary at the time of his death shall be paid each month for 12 months; and then

(ii)           50% of the Employee’s monthly salary at the time of his death shall be paid each month for the next 108 months or until the first day of the month in which the Employee would have attained age 65, whichever is later.

Such monthly salary continuation payments shall be made by the Company to the Employee’s Beneficiary, who shall be designated in writing or otherwise determined as provided in Paragraph 10 below.  These monthly salary continuation benefits, however, shall not become payable if the Employee’s death is by suicide, while sane or insane, within two years from the effective date of the Prior Agreement.

(c)            Supplemental Death Benefits .  If the Employee continues his employment as an officer of the Company until his retirement on or after attaining age 65, then upon the Employee’s subsequent death the Company shall pay to his designated Beneficiary, determined in accordance with the provision of Paragraph 10 below, 50% of the Employee’s monthly salary at the time of his retirement for a period of 72 months.  These supplemental post-retirement death benefits, however, shall not become payable if the Employee’s death is by suicide, while sane or insane, within two years from the effective date of the Prior Agreement.

(d)           For purposes of this Agreement, the Employee’s monthly salary shall include any salary deferral under the Houston Industries Incorporated Deferred Compensation Plan.

3.            Conditions Applicable to Payments of Benefits .  The Company’s payment of benefits to the Employee or his Beneficiary under this Agreement is in consideration of, and is conditioned upon, the Employee’s performing or satisfying all of the following agreements and conditions:

(a)           The Employee must continue to be employed as an officer of the Company until his death, disability or retirement on or after attaining age 65, to receive any benefits under this Agreement.  If Employee is removed from office as an officer of the Company but continues employment, this Agreement shall terminate and shall have no further force and effect as of the first day that Employee is no longer an officer of the Company.

(b)           The Employee agrees to continue his continuous employment as an officer of the Company until the earlier of (i) the date he attains age 65, or (ii) the date of his death; provided, however, that periods of disability and authorized leaves of absence described in Paragraph 8 below shall be considered periods of continued employment during which Employee’s latest salary for full-time employment shall be deemed to have continued for purposes of this Agreement.

(c)           The Employee agrees to render such reasonable consulting and advisory services as the Company may call upon him to provide and as his health may permit from the date of his disability or retirement on or after attaining age 65 to the date of his death.

(i)           The Company agrees that such consulting and advisory services shall not require the Employee to be active in the Company’s day-to-day activities, and that the Employee shall perform such services as an independent contractor.

(ii)           The Company further agrees to compensate the Employee for such consulting and advisory services in an amount to be then agreed upon and to reimburse the Employee for all out-of-pocket expenses incurred in connection with the performance of such services.

(d)           The Employee agrees that he will not compete with the Company in violation of Employee’s agreement in Paragraph 9 hereof.

4.            Status of Agreement .  The benefits payable under this Agreement shall be independent of, and in addition to, any