exhibit10h2.htm


    Exhibit
10(h)(2)

    


     

    HOUSTON
INDUSTRIES INCORPORATED

    1995
SECTION 415 BENEFIT RESTORATION PLAN

     

    (Established
Effective August 1, 1995)

     

    


     

    First
Amendment

     

    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 adopted by the Board of Directors of the Company on
May 3, 1995 or the 1995 Supplemental Voluntary Early Retirement Program
adopted by the Board of Directors on August 2, 1995, as applicable
(together, 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’).”

     

    2.           Part (e)
of Section 2.1 of the Plan is hereby amended in its entirety to read as
follows:

     

    “(e)           ‘Person’
shall mean any person who fulfills the requirements for the Voluntary Early
Pension for 1995 Program participants under Section 9.7(a), or for
Supplemental Program participants under Section 9.7(c), of the Houston
Industries Incorporated Retirement Plan.”

     

    3.           Part (f)
of Section 2.1 of the Plan is hereby amended in its entirety to read as
follows:

     

    “(f)           ‘Program’
shall mean the 1995 Voluntary Early Retirement Program adopted by the Board of
Directors on May 3, 1995 and the Supplemental Voluntary Early Retirement
Program adopted by the Board of Directors on August 2, 1995.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Benefits Committee has caused these presents to be executed
by its duly authorized Chairman, on this 12th day of September, 1995, but
effective as of the date stated herein.

     

    
      	 
      	
                  HOUSTON
      INDUSTRIES INCORPORTATED

                  BENEFITS
      COMMITTEE

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      D.D. Skyora

            
	 
      	 
      	
              D.
      D. Sykora, Chairman

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ATTEST:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Richard Dauphin

            	 
      	 
      
	
              Secretary