EXHIBIT 10(u)(8)
FIRST AMENDMENT TO
RELIANT ENERGY, INCORPORATED SAVINGS TRUST
THIS AGREEMENT is made, effective this 4th day of October,
2002, by and between CENTERPOINT ENERGY, INC., a Texas corporation (the
"Company"), and THE NORTHERN TRUST COMPANY, an Illinois corporation (the
"Trustee");
WHEREAS, the Company and the Trustee entered into the Reliant
Energy, Incorporated Savings Trust, as amended and restated effective April 1,
1999, a trust agreement (the "Trust"); and
WHEREAS, the Company and the Trustee desire to amend the
Trust, pursuant to Section 10.4;
NOW, THEREFORE, effective as of the dates specified below, the
sections of the Trust set forth below are amended as follows:
1. Effective as of September 30, 2002, the definition of
"Affiliated Corporation" in Section 1.1 of the Trust is hereby amended in its
entirety to read as follows:
"AFFILIATED CORPORATION: The Company and any corporation in
which the shares owned or controlled directly or indirectly by the
Company shall represent 50% or more of the voting power of the issued
and outstanding capital stock of such corporation."
2. Effective as of September 30, 2002, the definition of
"Company" in Section 1.1 of the Trust is hereby amended in its entirety to read
as follows:
"COMPANY: Prior to August 31, 2002, Reliant Energy,
Incorporated, a Texas corporation, and on and after August 31, 2002,
CenterPoint Energy, Inc., a Texas corporation, or a successor to
CenterPoint Energy, Inc."
3. Effective as of September 30, 2002, Section 1.1 of
the Trust is hereby amended by adding the following new definition of
"Distribution Date":
"DISTRIBUTION DATE: September 30, 2002, which is the date upon
which the Company distributes all of its shares of RRI Stock to its
stockholders."
4. Effective as of September 30, 2002, Section 1.1 of
the Trust is hereby amended by adding the following new definition of
"Resources":
"RESOURCES: Reliant Resources, Inc., a Delaware corporation."
1
5. Effective as of September 30, 2002, Section 1.1 of
the Trust is hereby amended by adding the following new definition of "RRI
Stock":
"RRI STOCK: The common stock of Resources, which shares prior
to the Distribution Date are 'qualifying employer securities' within
the meaning of Section 409(l) of the Code and Section 407(d)(5) of
ERISA."
6. Effective as of September 30, 2002, paragraph (b)
Section 4.2 of the Trust is hereby amended by adding the following new paragraph
at the end thereof:
"Notwithstanding any provision of this Trust to the
contrary, with respect to all RRI Stock received as a dividend
in the unallocated portion of the ESOP Fund, the Committee
shall appoint an Investment Manager for purposes of
liquidating such RRI Stock and for purposes of reinvesting
such proceeds into Company Stock. Such Investment Manager
shall acknowledge in writing delivered to the Committee that
it is a fiduciary with respect to the RRI Stock or other
assets allocated thereto. The Trustee shall act with respect
to such RRI Stock or other assets allocated to such Investment
Manager only as directed by the Investment Manager. The
Trustee shall not make any investment review of, consider the
propriety of holding or selling, or vote, any RRI Stock or
other assets allocated to such Investment Manager, except as
directed by the Investment Manager thereof."
7. Effective as of September 30, 2002, Section 4.2 of
the Trust is hereby amended (i) by redesignating paragraph "(l)" as "(f)," and
all affected references are hereby amended accordingly, and (ii) by adding the
following new paragraph (g) to Section 4.2:
"(g) RRI Stock Fund. Contributions are to be
invested and reinvested in RRI Stock (which the Trustee shall
purchase as soon as practicable when it holds funds available
for that purpose), either (i) in the open market or (ii)
privately from Resources at a price per share equal to the
closing price of said share on the New York Stock Exchange on
the day of the purchase, it being understood that shares
purchased from Resources may either be treasury shares or
authorized but unissued shares, if Resources shall make such
shares available for the purpose, and that the Trustee, in its
discretion, may refrain from making purchases of shares of RRI
Stock whenever it deems such refraining to be necessary to
prevent undue trading impact on the price of the RRI Stock. At
the time the Trustee makes open market purchases of RRI Stock,
the Trustee will either (i) be an `agent independent of the
issuer' as that term is defined in Rule 10(b)(18) of the
Exchange Act or (ii) make such open market purchases in
accordance with the provisions, and subject to the
restrictions, of Rule 10(b)(18) of the Exchange Act. Except in
the case of fractional shares received in a stock dividend,
stock split, or other recapitalization, or as necessary to
make any distribution or payment from the Trust Fund or
transfers among the Investment Funds, the Trustee shall
2
have no power or duty to sell or otherwise dispose of any RRI
Stock acquired for the RRI Stock Fund. Notwithstanding the
foregoing, from and after the Distribution Date, the RRI Stock
Fund shall be a 'frozen fund' for which no subsequent
purchases of RRI Stock shall be made. The Trustee shall not be
required to advance funds to make any transfers or
distributions from the RRI Stock Fund. Any dividends received
in the RRI Stock Fund from and after the Distribution Date
shall be retained in cash pending direction from the
Committee. Any cash held by the Trustee from time to time in
the RRI Stock Fund may be invested in the collective short
term investment fund of the Trustee. All RRI Stock held in the
RRI Stock Fund shall be voted or tendered, as applicable, by
the Trustee, in its sole discretion. No provision of this
paragraph (g) shall prevent the Trustee from taking any action
relating to its duties under this paragraph (g) if the Trustee
determines in its sole discretion that such action is
necessary in order for the Trustee to fulfill its fiduciary
responsibilities under ERISA."
8. Effective as of September 30, 2002, Section 6.7 of
the Trust is hereby amended by adding the following new paragraph to the end
thereof:
"Except for the short-term investment of cash, the Company has
limited the investment power of the Trustee in the RRI Stock Fund to
the retention and sale of RRI Stock. The Trustee shall not be liable
for the retention or sale of RRI Stock in accordance with the
provisions of Section 4.2 hereof and the Company (which has the
authority to do so under the laws of the state of its incorporation)
agrees to indemnify The Northern Trust Company from any liability, loss
and expense, including reasonable legal fees and expenses which The
Northern Trust Company may sustain by reason of the retention or sale
of RRI Stock in accordance with the provisions of Section 4.2 hereof;
provided, however, that the foregoing liability and indemnification
provisions shall not apply to the extent that such liability, loss or
expense arises from the Trustee's willful misconduct, bad faith or
negligence in carrying out its ministerial functions under Section 4.2.
This paragraph shall survive the termination of this Trust."
9. Effective as of October 2, 2002, the name of the
Trust is hereby amended to be the "CenterPoint Energy, Inc. Savings Trust," and
all references to the Trust are amended accordingly, and the definition of
"Trust" in Section 1.1 of the Trust is hereby amended in its entirety to read as
follows:
"TRUST: The CenterPoint Energy, Inc. Savings Trust,as amended
and restated effective April 1, 1999, and as the same may hereafter be
amended from time to time (formerly the Reliant Energy, Incorporated
Savings Trust prior to October 2, 2002)."
3
10. Effective as of October 2, 2002, the definition of
"Plan" in Section 1.1 of the Trust is hereby amended in its entirety to read as
follows:
"PLAN: The CenterPoint Energy, Inc. Savings Plan, as amended
and restated effective April 1, 1999, and as the same may hereafter be
amended from time to time (formerly the Reliant Energy, Incorporated
Savings Plan prior to October 2, 2002)."
IN WITNESS WHEREOF, the Company and the Trustee have caused
this Amendment to be executed and attested to by their respective 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, on the day and
year first written above.
CENTERPOINT ENERGY, INC.
By: /s/ DAVID M. MCCLANAHAN
---------------------------------------
David M. McClanahan
President and Chief Executive Officer
/s/ RUFUS S. SCOTT
- ----------------------------
Assistant Secretary
THE NORTHERN TRUST COMPANY
By: /s/ [ILLEGIBLE]
----------------------
Its: [ILLEGIBLE]
---------------------
4