exhibit10h1.htm


     

    Exhibit
10(h)(1)

     

    


     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    HOUSTON
INDUSTRIES INCORPORATED

    1995
SECTION 415 BENEFIT RESTORATION PLAN

     

    (Established
Effective August 1, 1995)

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    HOUSTON
INDUSTRIES INCORPORATED

    1995
SECTION 415 BENEFIT RESTORATION PLAN

     

    (Established
Effective August 1, 1995)

     

    I
N D E X

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 
      	 
      	 
      
	
                            ARTICLE
      I

                          	 
      	
                            1

                          
	
                            1.1

                          	
                            Establishment

                          	
                            1

                          
	
                            1.2

                          	
                            Purpose

                          	
                            1

                          
	
                            1.3

                          	
                            Application
      of Plan

                          	
                            1

                          
	
                            1.4

                          	
                            ERISA
      Status

                          	
                            1

                          
	 
      	 
      	 
      
	
                            ARTICLE
      II

                          	 
      	
                            1

                          
	
                            2.1

                          	
                            Definitions

                          	
                            1

                          
	
                            2.2

                          	
                            Gender
      and Number

                          	
                            2

                          
	
                            2.3

                          	
                            Severability

                          	
                            2

                          
	
                            2.4

                          	
                            Applicable
      Law

                          	
                            2

                          
	
                            2.5

                          	
                            Plan
      Not an Employment Contract

                          	
                            2

                          
	
                            2.6

                          	
                            Funding

                          	
                            2

                          
	
                            2.7

                          	
                            Tax
      Withholding

                          	
                            2

                          
	
                            2.8

                          	
                            Effect
      on Other Plans

                          	
                            2

                          
	 
      	 
      	 
      
	
                            ARTICLE
      III

                          	 
      	
                            3

                          
	
                            3.1

                          	
                            Purpose

                          	
                            3

                          
	
                            3.2

                          	
                            Eligibility

                          	
                            3

                          
	
                            3.3

                          	
                            Calculation
      of Restoration Benefit

                          	
                            3

                          
	
                            3.4

                          	
                            Form
      of Payment and Commencement Date

                          	
                            3

                          
	
                            3.5

                          	
                            Vesting

                          	
                            3

                          
	 
      	 
      	 
      
	
                            ARTICLE
      IV

                          	 
      	
                            4

                          
	
                            4.1

                          	
                            Administration

                          	
                            4

                          
	
                            4.2

                          	
                            Expenses

                          	
                            4

                          
	
                            4.3

                          	
                            Indemnification
      and Exculpation

                          	
                            4

                          
	
                            4.4

                          	
                            Non-Alienation
      of Benefits

                          	
                            4

                          
	 
      	 
      	 
      
	
                            ARTICLE
      V

                          	 
      	
                            4

                          
	
                            5.1

                          	
                            Merger,
      Consolidation or Acquisition

                          	
                            4

                          
	
                            5.2

                          	
                            Amendment
      and Termination

                          	
                            4

                          


                  

                

              

            

          

        

         

         

      

    

    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    HOUSTON
INDUSTRIES INCORPORATED

     

    1995
SECTION 415 BENEFIT RESTORATION PLAN

     

    (Established
Effective August 1, 1995)

     

    ARTICLE I

     

    ESTABLISHMENT AND
PURPOSE

     

    1.1           Establishment:  Houston
Industries Incorporated, a Texas corporation (the “Company”), hereby
establishes, effective August 1, 1995, an unfunded excess benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), for the benefit of certain eligible employees of the Company,
Houston Lighting & Power Company and Houston Industries Energy, Inc. to
be known as the Houston Industries Incorporated 1995 Section 415 Benefit
Restoration Plan (the “Plan”).

     

    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 adopted by the Board of Directors of the Company on
May 3, 1995 (the “Program”), but which cannot be paid under the Retirement
Plan due to the limitations on benefits and contributions imposed by
Section 415 of the Internal Revenue Code of 1986, as amended (the
“Code”).

     

    1.3           Application of
Plan:  The
terms of this Plan are applicable only to those Persons who are Members
hereunder.

     

    1.4           ERISA
Status:  The
Plan is intended to qualify for the exemptions provided under Title I of
ERISA for plans that are excess benefit plans as defined in Section 3(36)
of ERISA.

     

    ARTICLE II

     

    DEFINITIONS AND
CONSTRUCTION

     

    2.1           Definitions:  Except
as otherwise indicated, the terms used in this Plan shall have the same meaning
as they have under the Retirement Plan.  For purposes of this Plan,
the following definitions shall apply:

     

    (a)           “Board
of Directors” shall mean the Board of Directors of the Company.

     

    (b)           “Committee”
shall mean the Benefits Committee appointed by the Board of Directors of the
Company.

     

    (c)     “Company”
shall mean Houston Industries Incorporated.

     

    (d)           “Member”
shall mean a Person whose Houston Industries Incorporated Retirement Plan
benefits, taking into consideration the benefit resulting from the Program’s
implementation, are affected by the limitations imposed by Code
Section 415.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (e)           “Person”
shall mean any person 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.

     

    (f)           “Program”
shall mean the 1995 Voluntary Early Retirement Program adopted by the Board of
Directors on May 3, 1995.

     

    2.2           Gender and
Number:  Except
when otherwise indicated by the context, any masculine terminology used in the
Plan shall also include the feminine gender, and the definition of any term in
the singular shall also include the plural.

     

    2.3           Severability:  In
the event any provision of the Plan shall be held invalid or illegal for any
reason, any illegality or invalidity shall not affect the remaining parts of the
Plan, but the Plan shall be construed and enforced as if the illegal or invalid
provision had never been inserted, and the Company shall have the privilege and
opportunity to correct and remedy questions of illegality or invalidity by
amendment as provided in the Plan.

     

    2.4           Applicable
Law:  This
Plan shall be governed and construed in accordance with ERISA and the laws of
the State of Texas.

     

    2.5           Plan Not an Employment
Contract:  The
Plan is not an employment contract.  The receipt of benefits under the
Plan does not give to any person the right to be continued in employment by the
Company or any of its subsidiaries, and all persons remain subject to change of
salary, transfer, change of job, discipline, layoff, discharge (with or without
cause), or any other change of employment status.

     

    2.6           Funding:  The
benefits described in this Plan are contractual obligations of the Company to
pay compensation for services, and shall constitute a liability to the Members
and/or their beneficiaries in accordance with the terms hereof.  All
amounts paid under this Plan shall be paid in cash from the general assets of
the Company.  Benefits may be reflected on the accounting records of
the Company but shall not be construed to create, or require the creation of, a
trust, custodial or escrow account.  No special or separate fund need
be established and no segregation of assets need be made to assure the payment
of such benefits.  No Member shall have any right, title or interest
whatever in or to any investment reserves, accounts, funds or assets that the
Company
may purchase, establish or accumulate to aid in providing the benefits described
in this Plan.  Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust or a
fiduciary relationship of any kind between the Company and its subsidiaries and
a Member or any other person.  Neither a Member nor the beneficiary of
a Member shall acquire any interest hereunder greater than that of an unsecured
creditor.

     

    2.7           Tax
Withholding:  The
Company may withhold from a payment any federal, state or local taxes required
by law to be withheld with respect to such payment.

     

    2.8           Effect on Other
Plans:  Amounts
accrued or paid under this Plan shall not be considered compensation for the
purposes of the Company’s qualified or welfare plans.  Benefits
payable hereunder shall not be duplicative of benefits paid under any other
similar plan maintained by the Company to provide Retirement Plan restoration
benefits to employees of the Company or its subsidiaries.  In the
event duplicate coverage arises, the Committee shall decide,

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
in its
sole discretion, which non-qualified plan shall provide the restoration benefit,
and its decision shall be binding and conclusive.

    

     

    ARTICLE III

     

    RESTORATION OF BENEFITS
REDUCED BY CODE SECTION 415

     

    3.1           Purpose:  Code
Section 415 limits the amounts of benefits available under qualified
retirement benefit plans.  The purpose of this Plan is to restore to
Members any benefits under the Retirement Plan that have been reduced as a
result of the limitations imposed by Code Section 415.

     

    3.2           Eligibility:  A
Member shall be eligible to receive benefits under this Plan as of
August 1, 1995 (or such later employment termination date as is elected by
the Member at the request of his Employer based on a specific business
need).

     

    3.3           Calculation of Restoration
Benefit:  When
a Member’s retirement benefit commences or a death benefit payable with respect
to a Member commences under the Retirement Plan, the Company will calculate a
benefit equal to the excess of the amount of the retirement benefit or death
benefit (as the case may be) which would have been payable under the Retirement
Plan, taking into consideration implementation of the Program, but for the
limitations imposed by Code Section 415, over the amount of the retirement
benefit or death benefit actually payable under the Retirement
Plan.  The Company shall generally pay a restoration benefit to the
Member or to such other persons, at such times and in such manner as the
Retirement Plan benefit is payable pursuant to the terms of the Retirement
Plan.  The Company shall convert the payment of a restoration benefit,
the present value of which does not exceed $10,000, into an actuarially
equivalent lump-sum payment; provided,
however, in the sole discretion of the Committee, a Member may petition for
payment at the same time and manner as the Retirement Plan benefit is payable if
the present value of such lump-sum is in excess of $3,500.  Conversion
to a lump-sum shall be made in the manner determined by the Committee with the
advice of the actuary for the Retirement Plan, employing those actuarial
assumptions as are currently employed in converting Retirement Plan benefits
from one form to another, and interest at the Pension Benefit Guaranty
Corporation’s rate in effect at the beginning of the Plan Year of the
distribution.

     

    3.4           Form of Payment and
Commencement Date:

     

    (a)           Form of
Payment:  Except
as otherwise provided above, benefits payable under this Plan shall be paid in
the same manner as benefits payable under the Retirement Plan.

     

    (b)           Commencement
Date:  Benefits
payable under this Plan shall commence on or about the same date that benefits
commence under the Retirement Plan.

     

    3.5           Vesting:  A
Member shall become vested in the benefit payable under this Plan at the same
time that he becomes vested under the Retirement
Plan.  Notwithstanding the foregoing, a Member (and his beneficiary)
shall have no right to a benefit under this Plan if the Committee determines
that the Member engaged in a willful, deliberate or grossly negligent act or
omission injurious to the finances or reputation of the Company or any of its
subsidiaries.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE IV

     

    ADMINISTRATION

     

    4.1           Administration:  The
Plan shall be administered, construed and interpreted by the
Committee.  The determinations of the Committee as to any disputed
questions arising under the Plan, including the Persons who are eligible to be
Members in the Plan and the amounts of their benefits under the Plan, and the
construction and interpretation by the Committee of any provision of the Plan,
shall be final, conclusive and binding upon all persons including Members, their
beneficiaries, the Company, its subsidiaries, stockholders and
employees.

     

    4.2           Expenses:  The
expenses of administering the Plan shall be borne by the Company.

     

    4.3           Indemnification and
Exculpation:  The
members of the Committee and its agents shall be indemnified and held harmless
by the Company against and from any and all loss, cost, liability or expenses
that may be imposed upon or reasonably incurred by them in connection with or
resulting from any claim, action, suit or proceeding to which they may be a
party or in which they may be involved by reason of any action taken or failure
to act under this Plan and against and from any and all amounts paid by them in
settlement (with the Company’s written approval) or paid by them in satisfaction
of a judgment in any such action, suit or proceeding.  The foregoing
provisions shall not be applicable to any person if the loss, cost, liability or
expense is due to such person’s gross negligence or willful
misconduct.

     

    4.4           Non-Alienation of
Benefits:  Any
benefit payable under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt at such shall be void, and any such benefit shall not in
any way be subject to the debts, contract, liabilities, engagements or torts of
the person who shall be entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person.

     

    ARTICLE V

     

    MERGER, AMENDMENT AND
TERMINATION

     

    5.1           Merger, Consolidation or
Acquisition:  In
the event of a merger, consolidation or acquisition where the Company is not the
surviving corporation, unless the successor or acquiring corporation shall elect
to continue and carry on the Plan, this Plan shall terminate, and no additional
benefits shall accrue for the Members.  Unpaid benefits shall continue
to be paid as scheduled unless the successor or acquiring corporation elects to
accelerate payment.

     

    5.2           Amendment and
Termination:  The
Benefits Committee of the Board of Directors of the Company
may amend, modify, or terminate the Plan in whole or in part at any
time.  In the event of a termination of the Plan pursuant to this
Section, unpaid benefits accrued at the date of Plan termination shall continue
to be an obligation of the Company and shall be paid as scheduled.  No
amendment or termination shall divest a Member of any benefit which had
previously accrued to him or which had previously become payable to him under
this Plan unless the Member agrees in writing to such divestment.

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officers in a number of copies, each of which shall be deemed an
original but all of which shall constitute one and the same instrument, this
18th day of May, 1995, but effective as of the date stated herein.

     

    


     

    
      	 
      	
                  HOUSTON
      INDUSTRIES

                  INCORPORTATED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      D.D. Skyora

            
	 
      	 
      	
              D.
      D. Sykora

            
	 
      	 
      	
              President
      and Chief Operating Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ATTEST:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Richard Dauphin

            	 
      	 
      
	
              Assistant
      Corporate Secretary