EXHIBIT 10(h)(5)
HOUSTON INDUSTRIES INCORPORATED
DEFERRED COMPENSATION PLAN
(As Established September 1, 1985)
FOURTH AMENDMENT
Houston Industries Incorporated, a Texas corporation (the
"Company"), having established the Houston Industries Incorporated Deferred
Compensation Plan, effective September 1, 1985 (the "Plan"), and having reserved
the right under Section 7.1 thereof to amend the Plan, does hereby amend Section
6.2 of the Plan, effective September 7, 1994, to read as follows:
"6.2 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 6.2 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 6.2 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 6.2(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 6.2 shall be fully
applicable to all Permitted Assignees, and the provisions of
this Section 6.2 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 6.2(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 6.2, 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 16th day of November,
1994, 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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