EXHIBIT 14
APPOINTMENT OF SUCCESSOR TRUSTEE UNDER THE SAVINGS PLAN
OF HOUSTON INDUSTRIES INCORPORATED ESOP TRUST AGREEMENT
THIS AGREEMENT made and entered into as of the 1st day of May, 1995, by and
between HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the "Company"),
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal place of business in Boston, Massachusetts (the "Trustee"), and THE
NORTHERN TRUST COMPANY, an Illinois corporation (the "Successor Trustee");
W I T N E S S E T H:
WHEREAS, by Trust Agreement, dated effective as of October 5, 1990, between
the Company and the Trustee (said Agreement attached hereto as Exhibit A,
incorporated herein by reference for all purposes and hereinafter referred to as
the "Trust Agreement"), the Company established a Trust in order to effectuate
the "employee stock ownership plan" component of the Houston Industries
Incorporated Savings Plan (said plan, as presently in existence, being
hereinafter referred to as the "Plan"), to provide for the investment and
administration of such assets; and
WHEREAS, in accordance with Article VIII of the Trust Agreement, the Board
of Directors of the Company has duly authorized the Company to remove the
Trustee and to appoint the Successor Trustee as successor trustee under the
Trust Agreement, and the Trustee has been so advised; and
WHEREAS, Successor Trustee desires to accept appointment as successor
trustee under the Trust Agreement;
NOW, THEREFORE, the Company, the Trustee and the Successor Trustee hereby
agree as follows:
1. The Company has provided the Trustee with the 60-day written notice of
its removal as trustee under the Trust Agreement, effective as of May 1, 1995,
as required by Article VIII of the Trust Agreement, and the Trustee hereby
accepts such notice and agrees that said removal shall become effective on said
date.
2. The Company hereby appoints the Successor Trustee to replace the
Trustee as the trustee under the Trust Agreement, effective as of May 1, 1995.
3. Successor Trustee hereby accepts its appointment as successor trustee
under the Trust Agreement and agrees to be bound by the terms of the Trust
Agreement, effective as of May 1, 1995.
4. Successor Trustee hereby agrees to hold such assets as are delivered
to it by the Trustee, and such assets as may be received by it subsequent to May
1, 1995, pursuant to the terms of the Trust Agreement until July 1, 1995, at
which time the Trust Agreement shall be amended and restated as provided in
paragraph 5 hereof.
5. The Company and Successor Trustee hereby agree that the Trust
Agreement shall be amended, effective as of May 1, 1995, in the form attached
hereto as Exhibit A.
6. The Company and Successor Trustee hereby agree to amend, restate,
merge and continue, effective as of July 1, 1995, the Trust Agreement and the
Houston Industries Incorporated Master Savings Trust Agreement, as amended and
restated effective January 1, 1994, in the form of the Houston Industries
Incorporated Savings Trust (said Restated Trust Agreement to be made in the form
agreed upon by the parties thereto), in order to provide for daily valuation of
accounts under the Trust Agreement, to authorize an increase in the number of
investment funds available under the Trust Agreement, and to make certain other
changes therein.
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7. In consideration of the acceptance by the Successor Trustee of said
successor trusteeship, the Company agrees with the Successor Trustee as follows:
(a) Successor Trustee shall have no duty or responsibility to inquire
into the acts or omissions of the Trustee under the Trust Agreement, the
Company or any of its predecessors, subsidiaries or affiliates, any member
or members of the Benefits Committee designated to administer the Plan or
any Investment Manager appointed under and acting pursuant to the Trust
Agreement, or any agent of the aforementioned entities to the extent that
any such acts or omissions may have occurred, prior to May 1, 1995.
Further, the Successor Trustee shall have fiduciary responsibility,
pursuant to the terms of the Trust Agreement, only with respect to such
assets as are delivered to it by the Trustee, and such assets as may be
received by it subsequent to May 1, 1995 during the period that the
Successor Trustee is acting in such fiduciary capacity.
(b) Successor Trustee shall not be liable or responsible, in any
manner whatsoever, for any action or omitted action in connection with the
administration of the Plan and Trust Agreement prior to May 1, 1995 by the
Trustee, any Investment Manager, any member or members of the Benefits
Committee, the Company or any of its predecessors, subsidiaries or
affiliates, or any agent of the aforementioned entities.
8. As soon as reasonably practicable after May 1, 1995 but no later
than 90 days thereafter, the Trustee hereby agrees to transfer to the Successor
Trustee all of the trust properties held by the Trustee under the Trust
Agreement (and the records relating thereto), and upon such transfer, the
Successor Trustee hereby agrees to acknowledge receipt of said trust
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properties and hereby agrees to hold and invest said trust properties as part of
the Trust to be held and invested pursuant to the terms and provisions of the
Trust Agreement.
9. In accordance with the provisions of Section 7.2 of the Trust
Agreement, the Trustee hereby agrees to prepare, sign and mail in duplicate to
the Company an account of its acts and transactions as trustee under the Trust
Agreement for the period from the last annual statement to May 1, 1995, not
later than 45 days after May 1, 1995. Such account shall include a statement
showing all property (including its cost and fair market value) held by the
Trustee under the Trust Agreement, and any such other information reasonably
requested by the Company. In accordance with Section 7.3 of the Trust
Agreement, 180 days after the filing of such account with the Company under
Section 7.2, the Trustee shall be forever released and discharged from any
liability or accountability to the Company, with respect to the transactions
shown or reflected on the account, except with respect to any acts or
transactions as to which the Company, within such 180-day period, files written
objections with the Trustee.
10. It is the intention of the parties hereto that the provisions and
covenants of this Agreement shall be binding upon the successors and assigns of
the Company and the Successor Trustee, respectively, and shall inure to the
benefit of the successors and assigns of the Trustee.
IN WITNESS WHEREOF, the Company, the Trustee and the Successor Trustee
have executed this instrument in multiple counterparts, each of which shall have
the force and
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effect of an original, but all of which shall together constitute but one
and the same instrument, as of the day and year first above written.
HOUSTON INDUSTRIES INCORPORATED
By /s/ D. D. Sykora
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D. D. Sykora
President and Chief Operating Officer
ATTEST:
/s/ R. S. Scott
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Assistant Corporate Secretary
STATE STREET BANK AND TRUST
COMPANY, TRUSTEE
By /s/ Theresa Martin
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ATTEST:
/s/ Jeannine M. Doyle
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THE NORTHERN TRUST COMPANY,
SUCCESSOR TRUSTEE
By /s/ Bruce G. Heniken
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Vice President
ATTEST:
/s/ John H. St. Laurent
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Asst. Secretary
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THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
D. D. Sykora, President and Chief Operating Officer of HOUSTON INDUSTRIES
INCORPORATED, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of
said HOUSTON INDUSTRIES INCORPORATED, a Texas corporation, and that he executed
the same as the act and deed of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 27th day of
April, 1995.
/s/ Bonita Gatlin
----------------------------
Notary Public, State of Texas
THE COMMONWEALTH OF MASSACHUSETTS )
)
COUNTY OF NORFOLK )
BEFORE ME, the undersigned authority, on this day personally appeared
Theresa Martin, Vice President of STATE STREET BANK AND TRUST COMPANY, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as the act of the
said STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, and
that he was duly authorized to perform the same and that he executed the same as
the act and deed of such national banking association for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
/s/ Ellen B. Campagna
-------------------------------------
Notary Public, State of Massachusetts
Ellen B. Campagna
Notary Public
My Commission Expires May 16, 1997
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THE STATE OF ILLINOIS )
)
COUNTY OF COOK )
BEFORE ME, the undersigned authority, on this day personally appeared
Bruce G. Heniken, Vice President of THE NORTHERN TRUST COMPANY, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as the act of the said THE
NORTHERN TRUST COMPANY, an Illinois corporation, and that he was duly authorized
to perform the same and that he executed the same as the act and deed of such
corporation for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
/s/ Vita Rose Lau
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Notary Public, State of Illinois
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OFFICIAL SEAL
VITA ROSE LAU
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXP. FEB. 19, 1998
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