EXHIBIT 10(l)(12)
HOUSTON INDUSTRIES INCORPORATED
DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 1991)
Eleventh Amendment
CenterPoint Energy, Inc., a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991, and as thereafter amended (the
"Plan"), and having reserved the right under Section 7.1 thereof to amend the
Plan, does hereby amend the Plan, as follows:
1. Effective January 1, 2001, Section 1.2(n) of the Plan
is hereby amended, by adding the following to the end thereof:
"Notwithstanding the foregoing, Resources Participants shall be offered
the opportunity to make a one-time, irrevocable election to treat such
Participant's future employment, if any, with Reliant Resources, Inc.
('RRI') and its subsidiaries following completion of the spin-off of
RRI from the Company ('RRI Employment') as 'Employment' with an
Employer hereunder (to the extent such Resources Participant commenced
RRI Employment prior to the spin-off of RRI from the Company) for all
purposes except any such Employee shall not be eligible to make any
additional deferrals of Compensation under the Plan during any period
of RRI Employment in which a Resources Participant is also eligible to
participate in a deferred compensation program or plan sponsored by
RRI. For this purpose, 'Resources Participant' includes (i) each and
every Participant as of December 1, 2000, in which case the election
must be made on or before December 31, 2000 and (ii) each and every
individual who becomes a Participant after December 1, 2000, in which
case the election must be made on or before December 31, 2001; provided
that the Committee may allow individuals electing not to treat RRI
Employment as 'Employment' hereunder to make a subsequent, one-time
election to transfer benefits under this Plan to a deferred
compensation program or plan sponsored by RRI. Any such one-time
irrevocable election shall be made on such form and in such manner as
prescribed by the Committee under uniform procedures equally applicable
to all Resources Participants."
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2. Effective January 1, 2002, Section 3.4 of the Plan is
hereby amended by adding the following provisions to the end thereof:
"A Participant may also make a Savings Plan excess deferral election
with respect to the payment of Compensation. A Savings Plan excess
deferral election must be specified as a percentage of Compensation,
and will only become effective during the Participation Year at such
time as the Participant is prevented from accruing additional benefits
under the Savings Plan by reason of the application of Section 415(c)
or Section 401(a)(17) of the Code (or any successor provisions) (the
'Applicable Limits'). A Savings Plan excess deferral election under
this Section 3.4 will not become effective solely on account of a
Participant's pre-tax deferrals under the Savings Plan reaching an
annual limit set forth in Section 402(g) of the Code (or any successor
provision), and the limitation in such section is not an Applicable
Limit. The percentage of Compensation elected to be deferred as a
Savings Plan excess deferral election shall be withheld from the
Participant's Compensation during each pay period beginning with the
pay period in which the Participant reaches an Applicable Limit and
shall continue during each pay period for the remainder of the
Participation Year. Any interest which accrues on such Savings Plan
excess deferrals pursuant to Article V shall accrue from January 1 of
each Participation Year on the total amount of salary deferred during
the Participation Year under this Section 3.4. For purposes of this
paragraph, 'Savings Plan' means the Reliant Energy, Incorporated
Savings Plan, as amended from time to time."
3. Effective January 1, 2002, Section 5.4 of the Plan is
hereby amended in its entirety to read as follows:
"If the employment of an Employee Participant is terminated for any
reason other than death, retirement at or after Normal Retirement Date,
or early retirement in accordance with the provisions of Section
5.1(d), a Normal Retirement Distribution payable in 15 annual
installments as described in Section 5.1(b) shall not be made, but the
Employer shall pay the Participant the sum or sums of Compensation
actually deferred, with interest thereon, compounded annually, at the
applicable Moody's Rate for each Participation Year, from the
Commencement Date through the date of payment; provided that for any
Participation Year in which the Committee determines that such
Participant's deferral election was undertaken solely to preserve the
deductibility of the Participant's Compensation pursuant to Section
162(m) of the Code, then interest on amounts deferred with respect to
such Participation Year shall be calculated using the applicable
Interest Crediting Rate for such Participation Year, rather than the
applicable Moody's Rate. Notwithstanding the foregoing, the amount
payable under this Section 5.4 shall be reduced by amounts equal to any
Early Distribution or other benefit paid prior thereto, with
adjustments for interest.
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Payments under this Section 5.4 shall be made within 95 days following
the date of Participant's termination of employment or as soon as
practicable thereafter."
IN WITNESS WHEREOF, The Company 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 copy hereof, this 27th day of September, 2002, but
effective as of the dates specified herein.
CENTERPOINT ENERGY, INC.
By /s/ DAVID M. MCCLANAHAN
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David M. McClanahan
Vice Chairman
ATTEST:
/s/ RUFUS S. SCOTT
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Assistant Secretary
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