HOUSTON INDUSTRIES INCORPORATED 1995 SECTION 415 BENEFIT RESTORATION PLAN

Houston Industries Incorporated, a Texas corporation (the “Company”), established the Houston Industries Incorporated 1995 Section 415 Benefit Restoration Plan, effective August 1, 1995 (the “Plan”), for the benefit of its eligible employees and, pursuant to Section 5.2 thereof, reserved to the Benefits Committee of the Board of Directors of the Company the right to amend the Plan in whole or in part at any time.  The Benefits Committee does hereby amend the Plan, effective as of August 1, 1995, as follows:

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

“1.2            Purpose :  The purpose of this Plan is generally to provide the amount of the benefit which would otherwise be paid from the Houston Industries Incorporated Retirement Plan (the ‘Retirement Plan’) following implementation of the 1995 Voluntary Early Retirement Program a