EXHIBIT 99(f)
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
(As Amended and Restated Effective January 1, 1994)
SECOND AMENDMENT
Houston Industries Incorporated, a Texas corporation (the "Company"),
having established the Houston Industries Incorporated Savings Plan, as
amended and restated effective January 1, 1994 and amended on April 7, 1994
(the "Plan"), and having reserved the right to amend the Plan under
Section 10.3 thereof, does hereby amend the Plan, effective January 1,
1994, except as otherwise specified herein, as follows:
1. Section 1.8 of the Plan is amended, effective June 1, 1994,
to read as follows:
"1.8 COMMITTEE: The Benefits Committee as described in
Article II."
2. The first sentence of Section 1.11 of the Plan is hereby
amended to read as follows:
"The total cash compensation actually paid for personal services
to the respective Participant by the Employer during the applicable payroll
period plus any amounts contributed by an Employer pursuant to a salary
reduction agreement and which is not includable in gross income of the
Participant under Code Section 125."
3. The third sentence of Section 1.11 of the Plan is hereby
amended to read as follows:
"Compensation specifically excludes expense allowances, benefits
received under the Long Term Disability Plan of an Employer and
contributions of the Employer to or benefits under this Plan or any other
welfare or deferred compensation plan not expressly included above."
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4. Section 1.15 of the Plan is hereby amended to read as
follows:
"1.15 EMPLOYEE: Any person regularly and principally
employed by an Employer, and including (i) any disabled individual on
`Initial LTD Status' or inactive status under the Long Term Disability Plan
of an Employer and (ii) any `leased employee' (as defined in Section 414 of
the Code, subject to Section 414(n)(5)) performing services for an
Employer. In addition to the above, the term `Employee' shall include any
person receiving remuneration for personal services (or would be receiving
such remuneration except for an authorized leave of absence) rendered as an
employee of a foreign affiliate (as defined in Code Section 3121(l)(6)) of
an Employer to which an agreement extending coverage under the Federal
Social Security Act entered into by an Employer under Section 3121(l) of
said Code applies, provided that such person is a citizen or resident of
the United States."
5. Section 1.20 of the Plan is hereby amended, effective
October 1, 1994, to read as follows:
"1.20 ENTRY DATE: January 1, April 1, July 1 and October 1
of each Plan Year."
6. Section 1.33 of the Plan is hereby amended to read as
follows:
"1.33 PARTICIPANT: A current or former eligible Employee
who, pursuant to provisions of Article III hereof, has elected to
participate in the Plan, and who at any relevant time is either making, or
has made, Pre-Tax Basic Contributions and/or After-Tax Basic Contributions
to the Plan, and for whom contribution accounts continue to be held under
the Plan. A former Employee shall be deemed a Participant under the Plan
as long as he has an Account in the Trust Fund which has not been forfeited
under Section 6.1 hereof and thus will be entitled to exercise all the
rights and privileges granted active Employees who are Participants except
as otherwise specifically provided in the case of Participant loans under
Section 8.1 hereof."
7. The first sentence of the second paragraph of Section 2.15
of the Plan is hereby amended to read as follows:
"The Committee shall notify the applicant of the benefits
determination within a reasonable time after receipt of the claim, such
time not to exceed 90 days unless special circumstances require an
extension of time for processing the application."
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8. Section 2.15 is hereby amended to add the following sentence
to the end thereof:
"Participants shall be given timely written notice of the time limits
set forth herein for determination on claims, appeal of claim denial and
decisions on appeal."
9. The third sentence of Section 2.16 is hereby amended to read
as follows:
"The Committee shall reconsider the application in light of such
additional information and comments as the applicant may have presented
and, if the applicant shall have so requested, may grant the applicant a
formal hearing before the Committee in its discretion."
10. The fifth sentence of Section 2.16 is hereby amended to read
as follows:
"The Committee shall render a decision no later than the date of the
Committee meeting next following receipt of the request for review, except
that (i) a decision may be rendered no later than the second following
Committee meeting if the request is received within 30 days of the first
meeting and (ii) under special circumstances which require an extension of
time for rendering a decision (including but not limited to the need to
hold a hearing), the decision may be rendered not later than the date of
the third Committee meeting following the receipt of the request for
review."
11. Section 3.1 of the Plan is hereby amended, effective October 1,
1994, by deleting the last sentence and inserting the following in lieu
thereof:
"Each Employee who is eligible, who is not a Participant and who
began Service with an Employer after October 1, 1993 but prior to
October 1, 1994 shall be initially eligible to participate in the Plan as
of October 1, 1994. Each Employee who is eligible and who began Service
with an Employer on or after October 1, 1994 shall be initially eligible to
participate in the Plan as of the first Entry Date next following the date
he first begins Service."
12. The fourth sentence of Section 4.2 of the Plan is hereby
amended to read as follows:
"A Participant's Pre-Tax Contributions under this Plan and all other
plans, contracts or arrangements of the Employer shall not exceed a maximum
contribution of $9,240 (as adjusted by the Secretary of the Treasury) for
each calendar year."
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13. The last paragraph of Section 4.2 of the Plan is hereby
amended, effective October 1, 1994, to read as follows:
"Subject to the last sentence of this Paragraph, in addition to the
election made during annual enrollment, a Participant may change the rate
of his Pre-Tax Basic Contribution and/or Pre-Tax Excess Contribution as of
any Entry Date during the Plan Year by prior written notice to the
Committee given in such manner and at such time as may be prescribed from
time to time by the Committee. A Participant may discontinue his Pre-Tax
Basic Contribution and/or Pre-Tax Excess Contribution as of any Entry Date
during the Plan Year by prior written notice to the Committee given in such
manner and at such time as may be prescribed from time to time by the
Committee. Any Participant who discontinues his Pre-Tax Basic Contribution
or Pre-Tax Excess Contribution at any time during the Plan Year except
January 1 shall be ineligible to recommence such Contribution prior to the
next following January 1. A Participant in the Plan can change or
discontinue the amount of his Contributions to the Plan as described above;
provided that only one such election to change or discontinue shall be
permitted during each Plan Year."
14. The third paragraph of Section 4.3 of the Plan is hereby
amended, effective October 1, 1994, to read as follows:
"Subject to the last sentence of this Paragraph, an HII Participant
may change the amount of his After-Tax Basic Contribution and/or After-Tax
Excess Contribution as of any Entry Date during the Plan Year by prior
written notice to the Committee given in such manner and at such time as
may be prescribed from time to time by the Committee. A Participant may
discontinue his After-Tax Basic Contribution and/or After-Tax Excess
Contribution as of any Entry Date during the Plan Year by prior written
notice to the Committee given in such manner and at such time as may be
prescribed from time to time by the Committee. Any HII Participant who
discontinues his After-Tax Basic Contribution and/or After-Tax Excess
Contribution at any time during the Plan Year except January 1 shall be
ineligible to recommence such Contribution prior to the next following
January 1. Participants in the Plan can change or discontinue the amount
of his Contributions to the Plan as described above; provided that only one
such election to change or discontinue shall be permitted during each Plan
Year."
15. Paragraph (f) of Section 4.18 of the Plan is hereby amended
to read as follows:
"(f) A rollover account shall be subject to the same rules as a
Pre-Tax Contribution Account for all purposes of the Plan, including, but
not by way of
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limitation, rules regarding investments, withdrawals,
distributions and loans under the Plan."
16. The second paragraph of Section 6.6 of the Plan is hereby
amended in its entirety to read as follows:
"In the case of a distribution under Section 6.3 on account of
the Participant's death, the Committee shall pay the entire amount in the
Participant's Accounts to the party or parties entitled thereto under
Section 6.3 within five years after the death of such Participant."
17. The first sentence of Section 7.3 of the Plan is hereby
amended to read as follows:
"Each Participant who elects to withdraw all or a portion of his
After-Tax Basic Contributions shall be suspended from participation in the
Plan from the Valuation Date preceding the distribution of the withdrawal
until the first Entry Date coincident with or next following six full
months from the date of such withdrawal provided the Committee has received
prior to such Entry Date the Participant's written election (in the form
and manner prescribed in Section 3.4 hereof) to commence participation
after such suspension; provided further, however, that such suspension
shall not apply to any Participant who has at least five years of Service."
18. The first two sentences of Section 7.4 of the Plan are
hereby amended to read as follows:
"Any Participant who is an Employee (including any such
Participant on an Authorized Absence) may make application to the Committee
to borrow from his Pre-Tax Contribution Account in the Trust Fund, and the
Committee in its sole discretion may permit such a loan. In addition to
Participants who are Employees (including any such Participant on an
Authorized Absence), loans shall be available to any former Participant or
any Beneficiary or "alternate payee" with respect to a former Participant,
but, if and only if, such person is a "party in interest" with respect to
the Plan within the meaning of ERISA Section 3(14) and who must be eligible
to obtain a Plan loan in order for exemptions set forth in 29 C.F.R.
2550.408b-1 to apply to the Plan (herein, together with Participants who
are Employees and those on Authorized Absence, collectively referred to as
"Borrower")."
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19. The third full paragraph of Section 8.1 of the Plan is
hereby amended, effective October 1, 1994, to read as follows:
"Each Participant shall elect an investment option at the time he
begins participating in the Plan. The Participant, effective on any
succeeding monthly Valuation Date, by prior written notice to the Committee
given in such manner and at such time as may be prescribed from time to
time by the Committee, may (i) change his instructions with respect to the
investment of his future Pre-Tax and After-Tax Contributions in the Trust
Fund in any combination of 10% increments and/or (ii) change his
instructions with respect to the investment of the current values in his
Pre-Tax Contribution Account and After-Tax Contribution Account in any
whole percentage increments as he may determine between the investment
accounts."
20. The first two sentences of Section 10.3 of the Plan are
hereby amended, effective September 7, 1994, to read as follows:
"Except as otherwise expressly provided in this Section,
(i) the Company shall have the right to amend or modify this Plan
and the Trust Agreement (with the consent of the Trustee, if
required) at any time and from time to time to the extent that it
may deem advisable and (ii) the Committee shall have the right to
amend or modify this Plan and the Trust Agreement (with the
consent of the Trustee, if required) to modify the administrative
provisions of the Plan and for any changes required by applicable
law or by the Internal Revenue Service to maintain the qualified
status of the Plan and related Trust at any time and from time to
time to the extent that it may deem advisable. Any such
amendment or modification shall be set out in an instrument in
writing duly authorized by the Board of Directors of the Company
or the Committee, as the case may be, and executed by an
appropriate officer of the Company or member of the Committee."
IN WITNESS WHEREOF, Houston Industries Incorporated has caused these
presents to be executed by its duly authorized officers in a number of
copies, all of which shall constitute one and the same instrument, which
may be sufficiently evidenced by any executed
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copy hereof, on this 7th day of September, 1994, but effective as of the
dates specified herein.
HOUSTON INDUSTRIES INCORPORATED
By D. D. Sykora
President and Chief Operating Officer
ATTEST:
Assistant Corporate Secretary
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