EXHIBIT 10 (u)(9)
SECOND AMENDMENT TO
CENTERPOINT ENERGY, INC. SAVINGS TRUST
THIS AGREEMENT is made by and between CENTERPOINT ENERGY, INC.
(the "Company"), and THE NORTHERN TRUST COMPANY, an Illinois corporation
(hereinafter referred to as "Trustee");
WHEREAS, the Company and the Trustee entered into the
CenterPoint Energy, Inc. Savings Trust (formerly the Reliant Energy,
Incorporated Savings Trust) effective April 1, 1999 and as thereafter amended
(hereinafter referred to as the "Trust"); and
WHEREAS the Company and the Trustee desire to amend the Trust
pursuant to Section 10.4 of the
Trust;
NOW, THEREFORE, effective as of January 6, 2003, the sections
of the Trust set forth below are amended as follows, but all other sections of
the Trust shall remain in full force and effect:
1. Section 1.1 of the Trust is hereby amended by adding
the following new definition of "TGN Stock":
"TGN STOCK: The common stock of Texas Genco. TGN Stock shall
be `qualifying employer securities' within the meaning of Section
409(l) of the Code and Section 407(d)(5) of ERISA for so long as Texas
Genco is a member of the Company's controlled group for purposes of
Section 409(l) of the Code."
2. Section 1.1 of the Trust is hereby amended by adding
the following new definition of "Texas Genco":
"TEXAS GENCO: Texas Genco Holdings, Inc., a Texas
corporation."
3. Section 4.2 of the Trust is hereby amended by
inserting the following new sentences at the end of subparagraph (b) as follows:
"Notwithstanding any provision of this Trust to the contrary, with
respect to all TGN Stock received as a dividend in the unallocated
portion of the ESOP Fund, the Committee may appoint an Investment
Manager for purposes of liquidating such TGN Stock and for purposes of
reinvesting such proceeds into Company Stock. Such Investment Manager
shall acknowledge by a writing delivered to the Committee that it is a
fiduciary with respect to the TGN Stock or other assets allocated
thereto. The Trustee shall act with respect to such TGN 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 TGN
Stock or other assets allocated to such Investment Manager, except as
directed by the Investment Manager thereof."
4. Section 4.2 of the Trust is hereby amended by
inserting a new subparagraph (h) immediately after subparagraph (g) as follows:
"(h) TGN Stock Fund: The TGN Stock Fund shall be a `frozen
fund' for which no purchases of TGN Stock shall be made, except with
respect to the reinvestment of dividends as described below. The
Trustee shall not be required to advance funds to make any transfers or
distributions from the TGN Stock Fund. Dividends, if any, received in
the TGN Stock Fund shall be reinvested in the TGN Stock Fund. Any cash
held by the Trustee from time to time in the TGN Stock Fund may be
invested in the collective short term investment fund of the Trustee.
All TGN Stock held in the TGN Stock Fund shall be voted or tendered, as
applicable, by the Trustee, in its sole discretion. No provision of
this paragraph (h) shall prevent the Trustee from taking any action
relating to its duties under this paragraph (h) 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."
5. 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 and the purchase
of stock for the reinvestment of dividends, if any, into the TGN Stock
Fund, the Company has limited the investment power of the Trustee in
the TGN Stock Fund to the retention and sale of TGN Stock. The Trustee
shall not be liable for the purchase, retention, or sale of TGN 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 legal fees and expenses
which The Northern Trust Company may sustain by reason of purchase,
retention, or sale of TGN Stock in accordance with the provisions of
Section 4.2 hereof; provided, however, that 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."
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/ Xxxxx X. XxXxxxxxxx
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Xxxxx X. XxXxxxxxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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Assistant Secretary
THE NORTHERN TRUST COMPANY
By: ILLEGIBLE
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Its:
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