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EXHIBIT 10
AMENDMENT TO THE
HOUSTON INDUSTRIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION TRUST
THIS AGREEMENT, made and entered, effective as of August 6, 1997, by and
among HOUSTON INDUSTRIES INCORPORATED, a Texas corporation ("Houston"), and
HOUSTON INDUSTRIES ENERGY, INC., a Delaware corporation ("HI Energy"), as
settlors, and THE BANK OF NEW YORK, as Trustee ( "Trustee");
W I T N E S S E T H:
WHEREAS, the Houston Industries Incorporated, a Texas Corporation
("HI"), Houston Lighting & Power Company, a Texas Corporation ("HL&P"), HI
Energy and Trustee established a grantor trust for the purpose of setting aside
and providing a specialized funding mechanism for the deferred compensation
provided under certain executive compensation plans (the "Trust"), through the
Houston Industries Incorporated Executive Deferred Compensation Trust, effective
December 19, 1995 (the "Trust Agreement");
WHEREAS, effective August 6, 1997, HI merged into HL&P to form
Houston; WHEREAS, effective as of said merger, Houston has adopted the
Trust and the underlying plans and agreed to assume all duties, rights and
responsibilities of the "Company" thereunder as a party to the Trust Agreement
as successor to HI and HL&P; and
WHEREAS, pursuant to Section 3.4, Houston, HI Energy and Trustee desire
to amend the Trust Agreement, effective as of August 6, 1997.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree that the Trust Agreement shall be and hereby is amended as set forth
below, effective as of August 6, 1997:
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1. The definition of "Company" in Article II of the Plan is hereby
amended in its entirety to read as follows:
"COMPANY: The term 'Company' shall mean Houston Industries Incorporated,
a Texas corporation, and any successor thereto."
2. As amended hereby, the Trust Agreement is hereby specifically
ratified, assumed, adopted and reaffirmed.
IN WITNESS WHEREOF, Houston, HI Energy and Trustee have caused these
presents to be executed by their 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 _____ day of
__________________, 1998, but effective as of August 6, 1997.
HOUSTON INDUSTRIES INCORPORATED
By________________________________
Name:___________________________
Title:__________________________
ATTEST:
_________________________________
Assistant Corporate Secretary
HOUSTON INDUSTRIES ENERGY, INC.
By________________________________
Name:___________________________
Title:__________________________
ATTEST:
_________________________________
Assistant Corporate Secretary
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THE BANK OF NEW YORK
By________________________________
Name:___________________________
Title:__________________________
ATTEST:
________________________________
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THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
____________________________________, ______________________________________ 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 he
executed the same as the act of the said HOUSTON INDUSTRIES INCORPORATED, a
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 _____ day of
___________________, 1998.
______________________________________
Notary Public, State of Texas
THE STATE OF __________ )
)
COUNTY OF _____________ )
BEFORE ME, the undersigned authority, on this day personally appeared
__________________________________, ________________________________________ of
HOUSTON INDUSTRIES ENERGY, INC., 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 HOUSTON INDUSTRIES ENERGY, INC., a
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 _____ day of
_____________________, 1998.
______________________________________
Notary Public, State of Texas
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THE STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
BEFORE ME, the undersigned authority, on this day personally appeared
____________________________, ___________________________ of THE BANK OF NEW
YORK, 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 BANK OF NEW YORK, a _________________, and that he executed
the same as the act and deed of such _______________ for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of
______________________, 1998.
______________________________________
Notary Public, State of Texas
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