HOUSTON INDUSTRIES INCORPORATED
EXECUTIVE INCENTIVE COMPENSATION PLAN
(As Established Effective January 1, 1982)
THIRD AMENDMENT
Houston Industries Incorporated, a Texas corporation (the
"Company"), having adopted the Houston Lighting & Power Company Executive
Incentive Compensation Plan, as established effective January 1, 1982 (the
"Plan"), and having reserved the right under Section 13 thereof to amend the
Plan, does hereby amend Section 9 of the Plan, effective September 7, 1994, to
read as follows:
"9. NON-ALIENATION OF BENEFITS. No right or benefit under this Plan
shall be subject to anticipation, alienation, transfer, sale, assignment,
pledge, encumbrance or charge, whether voluntary, involuntary, direct or
indirect, by operation of law or otherwise, including, without limitation,
a change in beneficial interest of any trust and a change in ownership of
a corporation or partnership, but not including a change of legal and
beneficial title of a right or benefit resulting from the death of any
Participant or the spouse of any Participant (any such proscribed
transaction hereinafter a 'Disposition') and any attempted Disposition
will be null and void. No right or benefit hereunder shall in any manner
be liable for or subject to any debts, contracts, liabilities, or torts of
any Participant or other person entitled to such benefits. The foregoing
provisions of this Section 9 shall not apply to a domestic relations order
awarding any benefits under the Plan to the divorced spouse of a
Participant. The foregoing provisions of this Section 9 shall also not
apply to an irrevocable Disposition of a right or benefit under this Plan
to a 'Permitted Assignee', as defined below, by (i) a Participant age 55
or older (an 'Eligible Participant'), or (ii) a 'Permitted Assignee', as
defined below, who has received an assignment from an Eligible Participant
pursuant to this sentence.
(a) PERMITTED ASSIGNEE. The term 'Permitted Assignee'
shall mean:
(i) The Eligible Participant;
(ii) A spouse of the Eligible Participant;
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(iii) Any person who is a lineal ascendant or descendant
of the Eligible Participant or the Eligible Participant's
spouse;
(iv) Any brother or sister of the Eligible Participant;
(v) Any spouse of any individual described in
subparagraph (iii) or (iv);
(vi) A trustee of any trust which, at the applicable
time, is 100% Actuarially Held for a Permitted Assignee or
Assignees (as defined in Section 9(c));
(vii) Any corporation in which, at the applicable time,
each class of stock is 100% owned by a Permitted Assignee or
Permitted Assignees;
(viii) Any partnership in which, at the applicable time,
each class of partnership interest is 100% owned by a
Permitted Assignee or Permitted Assignees; or
(ix) Any limited liability company or other form of
incorporated or unincorporated business organization in which
each class of stock, membership or other equity interest is
100% owned by a Permitted Assignee or Assignees.
(b) SUBSEQUENT ASSIGNEES. This Section 9 shall be fully
applicable to all Permitted Assignees, and the provisions of this
Section 9 shall be fully applicable to any right or benefit
transferred by an Eligible Participant to any Permitted Assignee as
if such Permitted Assignee were an Eligible Participant; provided,
however, that no Permitted Assignee shall be deemed an Eligible
Participant for determining the persons who constitute Permitted
Assignees under Section 9(a). Any Permitted Assignee acquiring a
right or benefit under this Plan shall execute and deliver to the
Committee an Agreement pursuant to which such Permitted Assignee
agrees to be bound by all of the terms and provisions of the Plan,
provided that the failure to execute and deliver such an Agreement
shall not be deemed to relieve such Permitted Assignee of the
restrictions imposed by the Plan. Any attempted Disposition of a
right or benefit under this Plan in breach of this Section 9,
whether voluntary, involuntary, by operation of law or otherwise
shall be null and void.
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(c) ACTUARIALLY HELD. In making the determination whether a
trust is 100% Actuarially Held for Permitted Assignee(s), a trust,
at the applicable point in time, is 100% Actuarially Held for
Permitted Assignee or Assignees when 100% of the actuarial value of
the beneficial interests of the trust, except as provided in the
following sentence, are held for a Permitted Assignee or Permitted
Assignees. For purposes of making the determination described above,
the possibility that an interest in a trust may be appointed
pursuant to a special or general power of appointment shall be
ignored; provided, that the actual exercise of any such power of
appointment shall not be ignored."
IN WITNESS WHEREOF, Houston Industries Incorporated has caused these
presents to be executed by its duly authorized officer 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 9th day of March, 1995,
but effective as of the date specified herein.
HOUSTON INDUSTRIES INCORPORATED
By /s/ D. D. SYKORA
D. D. Sykora
President and Chief Operating
Officer
ATTEST
/s/ R. B. DAUPHIN
Assistant Corporate Secretary
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