Exhibit 10(h)(1)
HOUSTON INDUSTRIES INCORPORATED
1995 SECTION 415 BENEFIT RESTORATION PLAN
(Established Effective August 1, 1995)
HOUSTON INDUSTRIES INCORPORATED
1995 SECTION 415 BENEFIT RESTORATION PLAN
(Established Effective August 1, 1995)
I
N D E X
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Page
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ARTICLE I
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1
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1.1
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1
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1.2
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1
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1.3
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1
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1.4
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1
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ARTICLE II
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1
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2.1
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1
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2.2
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2
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2.3
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2
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2.4
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2
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2.5
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Plan Not an Employment Contract
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2
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2.6
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2
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2.7
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2
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2.8
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2
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ARTICLE III
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3
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3.1
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3
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3.2
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3
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3.3
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Calculation of Restoration Benefit
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3
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3.4
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Form of Payment and Commencement Date
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3
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3.5
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3
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ARTICLE IV
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4
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4.1
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4
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4.2
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4
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4.3
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Indemnification and Exculpation
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4
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4.4
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Non-Alienation of Benefits
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4
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ARTICLE V
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4
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5.1
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Merger, Consolidation or Acquisition
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4
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5.2
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Amendment and Termination
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4
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HOUSTON INDUSTRIES INCORPORATED
1995 SECTION 415 BENEFIT RESTORATION PLAN
(Established Effective August 1, 1995)
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1
Establishment : Houston Industries Incorporated,
a Texas corporation (the “Company”), hereby
establishes, effective August 1, 1995, an unfunded excess
benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), for the
benefit of certain eligible employees of the Company, Houston
Lighting & Power Company and Houston Industries Energy,
Inc. to be known as the Houston Industries Incorporated 1995
Section 415 Benefit Restoration Plan
(the “Plan”).
1.2
Purpose : The purpose of this Plan is generally
to provide the amount of the benefit which would otherwise be paid
from the Houston Industries Incorporated Retirement Plan (the
“Retirement Plan”) following implementation of the 1995
Voluntary Early Retirement Program adopted by the Board of
Directors of the Company on May 3, 1995 (the
“Program”), but which cannot be paid under the
Retirement Plan due to the limitations on benefits and
contributions imposed by Section 415 of the Internal Revenue
Code of 1986, as amended (the “Code”).
1.3
Application of Plan : The terms of this Plan are
applicable only to those Persons who are Members hereunder.
1.4
ERISA Status : The Plan is intended to qualify
for the exemptions provided under Title I of ERISA for plans
that are excess benefit plans as defined in Section 3(36) of
ERISA.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1
Definitions : Except as otherwise indicated, the
terms used in this Plan shall have the same meaning as they have
under the Retirement Plan. For purposes of this Plan,
the following definitions shall apply:
(a) “Board
of Directors” shall mean the Board of Directors of the
Company.
(b) “Committee”
shall mean the Benefits Committee appointed by the Board of
Directors of the Company.
(c)
“Company” shall mean Houston Industries
Incorporated.
(d) “Member”
shall mean a Person whose Houston Industries Incorporated
Retirement Plan benefits, taking into consideration the benefit
resulting from the Program’s implementation, are affected by
the limitations imposed by Code Section 415.
(e) “Person”
shall mean any person who fulfills the requirements for the
Voluntary Early Pension for 1995 Program participants under
Section 9.7(a) of the Houston Industries Incorporated
Retirement Plan.
(f) “Program”
shall mean the 1995 Voluntary Early Retirement Program adopted by
the Board of Directors on May 3, 1995.
2.2
Gender and Number : Except when otherwise
indicated by the context, any masculine terminology used in the
Plan shall also include the feminine gender, and the definition of
any term in the singular shall also include the plural.
2.3
Severability : In the event any provision of the
Plan shall be held invalid or illegal for any reason, any
illegality or invalidity shall not affect the remaining parts of
the Plan, but the Plan shall be construed and enforced as if the
illegal or invalid provision had never been inserted, and the
Company shall have the privilege and opportunity to correct and
remedy questions of illegality or invalidity by amendment as
provided in the Plan.
2.4
Applicable Law : This Plan shall be governed and
construed in accordance with ERISA and the laws of the State of
Texas.
2.5
Plan Not an Employment Contract : The Plan is not
an employment contract. The receipt of benefits under
the Plan does not give to any person the right to be continued in
employment by the Company or any of its subsidiaries, and all
persons remain subject to change of salary, transfer, change of
job, discipline, layoff, discharge (with or without cause), or any
other change of employment status.
2.6
Funding : The benefits described in this Plan are
contractual obligations of the Company to pay compensation for
services, and shall constitute a liability to the Members and/or
their beneficiaries in accordance with the terms
hereof. All amounts paid under this Plan shall be paid
in cash from the general assets of the Company. Benefits
may be reflected on the accounting records of the Company but shall
not be construed to create, or require the creation of, a trust,
custodial or escrow account. &nb
