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                                                                   EXHIBIT 10(c)

                        HOUSTON INDUSTRIES INCORPORATED
                         DEFERRED COMPENSATION PLAN

             (As Amended and Restated Effective January 1, 1989)


                               Sixth 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, 1989 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/ Rufus S. Scott               
- ------------------------------------    
Assistant Corporate Secretary