HOUSTONLIGHTING & POWER COMPANY ExecutiveIncentive Compensation Plan (AsAmended and Restated as of January 1, 1985)

 

selected as a Participant for one Plan Year, to be selected as a Participant in any subsequent Plan Year.

 

Company terminates because of retirement after attainment of age 60, death, or total and permanent disability (i.e., disability resulting in a disability benefit under the Company’s Long-Term Disability Plan), such Participant, or his Beneficiary or estate in the event of his death, shall be entitled to receive payment, in 15 substantially equal annual installments commencing as soon as practicable after the close of the Plan Year during which such termination of employment occurs, of (i) the entire balance of such Participant’s Contingent Account at the close of the Plan Year during which the termination of his employment occurs, plus interest credited in accordance with subparagraph (h) on the unpaid balance during the payment period, and (ii) a pro-rata portion of his Award, if any, for the current Award Year, determined by reference to the portion of the current Award Year during which the Participant was employed.  In its sole discretion, the Committee may commute the value to be paid in installments and make payment in a single lump sum or in monthly, quarterly or annual installments over a period of time of less than 15 years, in any of which events the amounts to be paid are to be determined by reference to the annual interest rate credited as provided in subparagraph (h) of this paragraph 8.  For purposes of this subparagraph (e) and other provisions of paragraph 8, a Participant shall be deemed to be employed by the Company during any period of time he is employed by Houston Industries Incorporated or any other wholly-owned subsidiary of Houston Industries Incorporated or the Company.  Any amount payable after a Participant’s death shall be paid to the Beneficiary or Beneficiaries designated by such Participant in accordance with the procedures established by the Committee, or in the absence of such designation or the failure of any designated Beneficiary to survive the Participant, to the Participant’s estate.

 

described in subparagraph (e) above, such Participant shall forfeit the entire amount in his Contingent Account and his entire interest in his Award, if any, for the current Award Year.  All such forfeited amounts shall be cancelled and the Company shall have no obligation whatsoever to pay such forfeited amounts to the Participant or to any other person.

 

Deferred Vested Accounts of Participants, as provided in subparagraph (g) above, and interest to be credited to new Contingent Awards for Award Years beginning on or after January 1, 1985 shall be computed at the end of each Plan Year by using the weighted average interest rate incurred by the Company for short-term borrowings having maturities of less than one year, during such applicable Plan Year, and such interest shall be compounded annually.  Interest to be credited from and after January 1, 1985 to the Contingent Accounts of Participants attributable to contingent awards for Plan Years prior to 1985 and the interest to be credited to the Deferred Vested Accounts of Participants attributable to Deferred Vested Awards for Plan Years prior to 1985, shall be computed at the end of each Plan Year at an annual interest rate, compounded annually, determined by reference to the Participant’s Age, as of October 1, 1985, in accordance with the following schedule:

 

(i)    “Moody’s Rate” means a rate of interest equal to the twelve month average of the composite yield of Moody’s Seasoned Corporate Bond Yield Index for the twelve calendar months in a calendar year as determined from Moody’s Bond Record published by Moody’s Investors Service, Inc.  (or any successor thereto), or, if such yield is no longer published, a substantially similar average selected by the Committee.