EXHIBIT 10(u)(12)
RELIANT ENERGY, INCORPORATED
RETIREMENT PLAN
(As Amended and Restated Effective January 1, 1999)
Second Amendment
The Benefits Committee of Reliant Energy, Incorporated, having
reserved the right under Section 15.1 of the Reliant Energy, Incorporated
Retirement Plan, as amended and restated effective January 1, 1999 (the "Plan"),
to amend the Plan, does hereby amend the Plan, as follows:
1. Effective as of January 1, 1999, the first sentence
of Section 1.21 is hereby amended to read as follows:
"Any person employed by an Employer, and including (i) any
individual on Disability Leave of Absence and (ii) any Leased Employee
performing services for an Employer."
2. Effective as of January 1, 1999, the following new
definition of "Hour of Service" is hereby added as Section 1.25 of the Plan, and
all subsequent definitions shall be redesignated and all affected references are
hereby amended accordingly:
"1.25 Hour of Service: For purposes of Section 11.7:
(a) An Hour of Service shall be credited to an
Employee for each hour for which an Employee is directly paid,
or entitled to payment, by the Employer or an Affiliate for
the performance of duties during the applicable computation
period. Such hours shall be credited to the Employee for the
computation period or periods in which the duties were
performed.
(b) An Hour of Service shall be credited to an
Employee for each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by
the Employer or an Affiliate. These hours shall be credited to
the Employee for the computation period or periods to which
the award or agreement pertains rather than the computation
period in which the award, agreement, or payment is made.
Hours of Service shall not be credited to an Employee under
both paragraphs (a) and (b) of this Section.
(c) In addition to Hours of Service credited in
paragraphs (a) and (b) of this Section, an Hour of Service
shall be credited to an Employee for each hour for which such
Employee is directly or indirectly paid, or entitled to such
payment by the Employer or an Affiliate for reasons (such as
vacation or sickness) other than for the performance of duties
during the applicable computation period. For purposes of this
paragraph (c), irrespective of whether such hours have accrued
in other computation periods, such hours shall be counted in
the computation period in which either payment is actually
made or amounts payable to the Employee come due. For purposes
of this paragraph (c), Hours of Service shall be determined by
dividing the payments received or due for reasons other than
the performance of duties by the lesser of (i) the Employee's
most recent hourly rate of compensation for the performance of
duties or (ii) the Employee's average hourly rate of
compensation for the performance of duties for the most recent
computation period in which the Employee completed more than
500 Hours of Service.
(d) The number of Hours of Service to be
credited to an Employee shall be determined in accordance with
Department of Labor Regulation Sections 2530.200b-2(b) and (c)
(Title 29 Code of Federal Regulations Part 2530). Hours of
Service shall also include any hours required to be credited
by federal law other than the ERISA or the Code, but only
under the conditions and to the extent so required by such
federal law.
(e) Hours of Service will be credited for
employment with other members of an affiliated service group
(under Section 414(m)), a controlled group of corporations
(under Section 414(b)), or a group of trades or businesses
under common control (under Section 414(c)), of which the
adopting Employer is a member."
3. Effective as of January 1, 1999, the following new
definition of "Leased Employee" is hereby added as Section 1.28 (prior to the
redesignation in Paragraph 2 herein) of the Plan, and all subsequent definitions
shall be redesignated and all affected references are hereby amended
accordingly:
"1.28 Leased Employee: Each person who is not an employee
of the Employer or an Affiliate but who performs services for the
Employer or an Affiliate pursuant to a leasing agreement (oral or
written) between the Employer or an Affiliate and any leasing
organization, provided that such person has performed such services for
the Employer or an Affiliate or for related persons (within the meaning
of Section 144(a)(3) of the Code) on a substantially full-time basis
for a period of at least one year and such services are performed under
primary direction or control by the Employer or an Affiliate. The term
'Leased
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Employee' shall also include any individual who is deemed to be an
employee of the Employer under Section 414(o) of the Code.
Notwithstanding the preceding sentences, if individuals described in
the preceding sentences constitute less than 20% of the Employer's
nonhighly compensated work force within the meaning of Section
414(n)(5)(C)(ii) of the Code, the Plan shall not treat an individual as
a Leased Employee if the leasing organization covers the individual in
a money purchase pension plan providing immediate participation, full
and immediate vesting and a nonintegrated contribution formula equal to
at least 10% of the individual's annual compensation as defined in
Section 415(c)(3) of the Code, but including amounts contributed by the
Employer pursuant to a salary reduction agreement which are excludable
from the individual's gross income under Section 125, 402(a)(8), 402(h)
or 403(b) of the Code. If any Leased Employee shall be treated as an
Employee of the Employer, however, contributions or benefits provided
by the leasing organization which are attributable to services of the
Leased Employee performed for the Employer shall be treated as provided
by the Employer."
4. Effective as of January 1, 1999, the first sentence
of Section 5.1 of the Plan is hereby amended to read as follows:
"A Member shall be fully vested in his Pension upon completion
of five years of Vesting Service, or, if earlier, upon the later of (a)
the attainment of age 65 or (b) the fifth anniversary of the date he
commenced participation in the Plan."
5. Effective as of May 26, 2000, the following new
clause (4) is hereby added to Section 7.6(b) of the Plan:
"(iv) Prior Plan Early Retirement Factors Effective on and
after May 26, 2000 - Notwithstanding anything to the contrary in this
Section 7.6, effective from and after May 26, 2000, with respect to the
calculation of a Member's benefit under clause (1), (2) or (3) of this
Section 7.6(b) that requires the application of the "Early Retirement
Factors" set forth in Section 9.2(d) of the Prior Plan, the following
factors shall be applied in lieu thereof:
Age Early Retirement Factor
- --- -----------------------
55 79%
56 84%
57 89%
58 93%
59 97%
60 100%"
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6. Effective as of January 1, 1999, Section 8.2 of the
Plan is hereby amended in its entirety to read as follows:
"8.2 Early Retirement: A Member who retires on or before
his Early Retirement Date and has met the age and service requirements
to receive a Grandfathered Benefit under the Prior Plan pursuant to
Section 7.6 or an early retirement benefit under the NorAm Plan or the
Minnegasco Plan, shall be eligible to receive a Pension commencing on
his Annuity Starting Date."
7. Effective as of January 1, 2000, Section 9.2(c) of
the Plan is hereby amended to read as follows:
"(c) Notwithstanding any provision herein to the contrary,
if the Actuarial Equivalent value of a Death Benefit payable on behalf
of a Member does not exceed Five Thousand Dollars ($5,000), then such
Death Benefit shall be paid to the Spouse or other Beneficiary, as
applicable, in a cash lump sum as soon as administratively practicable
after the Member's death."
8. Effective as of January 1, 1999, the following new
sentence is hereby added immediately following the second sentence in Section
11.1(b) of the Plan:
"If a Member's Required Beginning Date is later than the April 1
following the end of the calendar year in which such Member attains age
70 1/2, then such Member's Pension shall be actuarially adjusted to
take into account the period after age 70 1/2 in which he is not
receiving his Pension, in accordance with Code Section
401(a)(9)(C)(iii) and applicable Internal Revenue Service guidance
addressing the same."
9. Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of any previous distribution," in the first and
second sentences in Section 11.6 of the Plan is hereby deleted.
10. Effective as of January 1, 1999, each use of the term
"hours of Service" in Section 11.7(a) is hereby deleted and the term "Hours of
Service" is hereby substituted therefor.
11. Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of a previous distribution," in Section 11.10 of the
Plan is hereby deleted.
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12. Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of a previous distribution," in the second paragraph
of Section 17.7 of the Plan is hereby deleted.
13. Effective as of January 1, 1995, Section 21.1(b) is
hereby amended in its entirety to read as follows:
"(b) Adjustment If Benefit Commences Before Social
Security Retirement Age
If benefit distributions commence before a Member's
Social Security Retirement Age, the actual retirement benefit shall not
exceed the lesser of 100% of the Employee's Average Compensation or the
$90,000 dollar limitation (as adjusted in accordance with Code Section
415(d) to reflect cost-of-adjustments) ("Dollar Limitation") adjusted
as follows:
(i) For benefits commencing on or after age 62, but
before Social Security Retirement Age, the Dollar
Limitation is reduced by 5/9ths of 1% for each of the
first 36 months and by 5/12ths of 1% for each of the
additional months (up to 24 months) by which the
benefit distributions commence before the month in
which the Member attains Social Security Retirement
Age; and
(ii) For benefits commencing before age 62, the Dollar
Limitation is the Actuarial Equivalent of the Dollar
Limitation beginning at age 62, as determined in
clause (i) above, reduced for each month by which the
benefit distributions commence before the month in
which the Member attains age 62."
14. Effective as of January 1, 1995, Section 21.1(c) is
hereby amended in its entirety to read as follows:
"(c) Adjustment If Benefit Commences After Social Security
Retirement Age
If Plan benefits commence after a Member's Social
Security Retirement Age, the Dollar Limitation (as defined in
subsection (b) above) shall be adjusted to the Actuarial Equivalent of
the Dollar Limitation beginning at the Member's Social Security
Retirement Age."
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15. Effective as of January 1, 1999, the Plan is hereby
amended by adding new Appendix C, with such Appendix C attached hereto as
Exhibit 1 to this Second Amendment.
IN WITNESS WHEREOF, the Benefits Committee of Reliant Energy,
Incorporated has caused these presents to be executed by its duly authorized
Chairman 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 20th day of August, 2002, but effective as of the dates specified herein.
BENEFITS COMMITTEE OF
RELIANT ENERGY, INCORPORATED
By /s/ DAVID MCCLANAHAN
--------------------------------
David McClanahan, Chairman
ATTEST:
/s/ LYNNE HARKEL-RUMFORD
- ---------------------------------
Lynne Harkel-Rumford, Secretary
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