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                                                                 EXHIBIT 4(l)(2)

                                                                  EXECUTION COPY


                                PLEDGE AGREEMENT
                                (Series I Bonds)


     PLEDGE AGREEMENT, dated as of November 12, 2002, made by and among
CenterPoint Energy Houston Electric, LLC, a Texas limited liability company (the
"Company"), with and in favor of the Administrative Agent (as defined below).


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, pursuant to the Credit Agreement, the Banks thereunder have
respectively agreed to make Loans to the Company, upon the terms and subject to
the conditions set forth therein;

     NOW, THEREFORE, in consideration of the premises and to induce the Banks
to make Loans under the Credit Agreement, the parties hereto hereby agree as
follows:

     1. Defined Terms. (a) Unless otherwise defined herein, each term
defined in the Credit Agreement and used herein shall have the meaning given
to such term in the Credit Agreement.

     (b) The following terms shall have the following meanings:

     "Administrative Agent": Credit Suisse First Boston, in its capacity as
administrative agent under the Credit Agreement.

     "Agreement": this Pledge Agreement, as the same may be amended, modified
or otherwise supplemented from time to time.

     "Bonds": bonds issued by the Company pursuant to the Indenture, including
without limitation, the Pledged Bonds.

     "Collateral": the collective reference to (i) the Pledged Bonds, all
documents and instruments issued or delivered in respect of any Pledged Bonds,
the rights and interest of the holder or registered owner of each Pledged Bond
in and under the Pledged Bonds (including such rights and interest in any and
all collateral securing the Pledged Bonds), such documents and instruments, any
and all other documents and instruments that from time to time secure payment of
such Pledged Bonds, (ii) all Investment Property constituting or arising from
any Collateral, and (iii) all Proceeds of any of the foregoing.

     "Credit Agreement": the Credit Agreement, dated as of November 12, 2002,
among CenterPoint Energy Houston Electric, LLC, the Banks party thereto, and
Credit Suisse First Boston, as administrative agent, as amended, supplemented
or otherwise modified from time to time.

     "Indenture": the General Mortgage Indenture, dated as of October 10, 2002,
by the Company and the Trustee, as amended or supplemented from time to time.

     "Investment Property": the collective reference to (i) all "investment
property" as such term is defined in Section 9-102(a)(49) of the New York UCC as
in effect on the date hereof and (ii) whether or not constituting "investment
property" as so defined, all Pledged Bonds.

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     "New York UCC": the Uniform Commercial Code as from time to time in effect
in the State of New York.

     "Obligations": the collective reference to the unpaid principal of and
interest on the Loans under the Credit Agreement and all other obligations and
liabilities of the Company (including, without limitation, interest accruing at
the then applicable rate provided in the Credit Agreement after the maturity of
the Loans and interest accruing at the then applicable rate provided in the
Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company, whether or not a claim for post-filing or post-petition interest is
allowed or allowable in such proceeding) to the Administrative Agent or any
other Secured Party, whether direct or indirect, absolute or contingent, due or
to become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, the Credit Agreement, this Agreement, any other Loan
Documents, or any other document made, delivered or given in connection with any
of the foregoing, in each case whether on account of principal, interest, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Banks
that are required to be paid by the Company pursuant to the terms of any of the
foregoing agreements).

     "Pledged Bonds": the Series I Bonds, initially authenticated and delivered
in the aggregate principal amount of One Billion Three Hundred Ten Million
Dollars ($1,310,000,000), established in the Ninth Supplemental Indenture,
dated as of November 12, 2002, between the Company and the Trustee.

     "Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64)
of the New York UCC as in effect on the date hereof and, in any event,
including, without limitation, principal, interest and other income from the
Pledged Bonds and all collections thereon and any money or property realized or
collected in connection with any collateral security or guarantee with respect
to the Pledged Bonds.

     "Secured Party": each Bank under the Credit Agreement and the
Administrative Agent, and each of their successors and assigns.

     "Securities Act": the Securities Act of 1933, as amended.

     "Trustee": JPMorgan Chase Bank, in its capacity as Trustee under the
Indenture.

     (c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.

     (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     2. Delivery and Pledge.

     (a) The Company hereby issues, delivers, transfers and assigns to the
Administrative Agent, for the ratable benefit of the Secured Parties, the
Pledged Bonds, as collateral security for the prompt and complete payment and
performance by the Company when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and hereby grants a first
priority security interest in the Collateral to the Administrative Agent for the
ratable benefit of the Secured Parties. The Company hereby agrees that (i)
subject to the terms hereof, the Administrative Agent is, and will have all the
rights and interests of, a holder and registered owner of each Pledged Bond, and
all rights and interests under

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and in the Collateral, and (ii) the Administrative Agent may exercise such
rights and any other rights set forth herein or under applicable law, and
realize on such interests, in each case for the ratable benefit of the Secured
Parties, to satisfy, in whole or in part, the Obligations, in accordance with,
and subject to, the terms hereof and the terms of the Credit Agreement. The
Pledged Bonds shall be registered in the name of the Administrative Agent, and
shall be held by the Administrative Agent for the ratable benefit of the
Secured Parties. Notwithstanding anything herein to the contrary, should the
Company become the subject of a case, proceeding or action under any applicable
domestic or foreign bankruptcy, insolvency, reorganization or other similar
law, the Pledged Bonds shall not be considered to be property of the Company's
estate and the Administrative Agent and the Secured Parties shall be free to
exercise all remedies hereunder respecting the Pledged Bonds or otherwise.

     (b) The Company shall cause the physical delivery of the Pledged Bonds
in certificated form to the Administrative Agent, registered in its name as
Administrative Agent.

     3. Restrictions on Transfer of Pledged Bonds; Voting of Pledged Bonds.

     (a) Unless an Event of Default shall have occurred and be continuing, the
Administrative Agent shall not sell, assign or transfer the Pledged Bonds.

     (b) Unless an Event of Default shall have occurred or unless otherwise
instructed by the Majority Banks, where consent of holders of Bonds of the
Company is sought, the Administrative Agent shall vote, or shall consent with
respect thereto, as follows: (i) the Administrative Agent shall vote all Pledged
Bonds then held by it, or consent with respect thereto, in favor of any or all
amendments or modifications of the Indenture which the Company has requested in
connection with the supplemental indentures thereto for the issuance of
additional Bonds to the extent permitted under the Credit Agreement; and (ii)
with respect to any other amendments or modifications of the Indenture, the
Administrative Agent shall vote all Pledged Bonds then held by it, or consent
with respect thereto, in accordance with the written direction of the Majority
Banks (or such greater percentage of Banks as provided in the Credit Agreement).
Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing, the Administrative Agent may vote the Pledged Bonds as contemplated
by Section 6 of this Agreement.

     4. Representations and Warranties. The Company represents and warrants
that:

     (a) The Pledged Bonds in certificated form delivered to the Administrative
Agent and registered in its name as Administrative Agent, and the other Bonds
described in Schedule 1 attached hereto represent, in the aggregate, all of the
Bonds authenticated and delivered as of the date hereof.

     (b) Each of the Pledged Bonds constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

     (c) Upon delivery in certificated form to the Administrative Agent of the
Pledged Bonds, (i) subject to Section 3(b) hereof, the Administrative Agent
shall be entitled to all voting, consensual and other rights accruing to the
holders of Bonds under the Indenture, and (ii) the security interest created
pursuant to this Agreement will constitute a valid, perfected first priority
security interest in the Collateral, enforceable in accordance with its terms
against all creditors of the Company and any persons purporting to purchase any
Collateral from the Company, subject to the effects of bankruptcy, insolvency,

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fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     (d) There exists no default under any Pledged Bond.

     5. Covenants. The Company covenants and agrees with the Administrative
Agent, for the benefit of the Secured Parties, that, from and after the date of
this Agreement until this Agreement is terminated and the security interests
created hereby are released:

     (a) The Company shall (i) not take or omit to take any action, the taking
or the omission of which would result in an alteration or impairment of the
security interest created by this Agreement, it being understood that the
foregoing is not intended to restrict any supplement to the Indenture that is
effected from time to time in accordance with the terms thereof to the extent
permitted by the Credit Agreement and (ii) defend such security interest against
claims and demands of all persons whomsoever. At any time and from time to time,
upon the written request of the Administrative Agent and at the sole expense of
the Company, the Company shall promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further actions
as the Administrative Agent reasonably may request for the purposes of obtaining
or preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, in the case of any relevant
Collateral, taking any actions necessary to enable the Administrative Agent to
obtain "control" (within the meaning of the New York UCC) with respect thereto.

     (b) The Company shall not enter into any agreement amending or
supplementing the Collateral except in accordance with, and subject to the terms
of, the Indenture and to the extent permitted by the Credit Agreement.

     (c) The Company shall pay, and save the Administrative Agent and the
Secured Parties harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes and any and all recording and filing fees which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.

     (d) Any sums paid upon or in respect of the Pledged Bonds upon the
liquidation or dissolution of the Company shall be paid over to the
Administrative Agent to be held by it or applied hereunder, for the ratable
benefit of the Secured Parties, as additional collateral security for the
Obligations, and in case any distribution of capital shall be made on or in
respect of the Pledged Bonds or any property shall be distributed upon or with
respect to the Pledged Bonds pursuant to the recapitalization or
reclassification of the capital of the Company or pursuant to the reorganization
thereof, the property so distributed shall, unless otherwise subject to a
perfected security interest in favor of the Administrative Agent, be delivered
to the Administrative Agent to be held or applied hereunder, for the ratable
benefit of the Secured Parties, as additional collateral security for the
Obligations. If any sums of money or property so paid or distributed in respect
of the Pledged Bonds shall be received by the Company, the Company shall, until
such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Administrative Agent and the Secured
Parties, segregated from other funds of the Company, as additional collateral
security for the Obligations.

     (e) The Company shall not (i) create, incur or permit to exist any Lien or
option in favor of, or any claim of any person with respect to, any of the
Pledged Bonds, or any interest therein, except for the security interests
created by this Agreement or by the Indenture or (ii) enter into any agreement
or

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undertaking restricting the right or ability of the Company or the
Administrative Agent to sell, assign, transfer or apply to the Obligations any
of the Collateral.

     6. Remedies; Application of Proceeds.

     (a) If an Event of Default shall have occurred and be continuing, the
rights and remedies of the Administrative Agent with respect to the Company and
the Collateral shall include (without limitation of the other rights and
remedies available to the Administrative Agent or any Secured Party under the
Credit Agreement or otherwise available to it) (i) the right to collect all
amounts payable under the Pledged Bonds or any other Collateral for the benefit
of the Secured Parties and hold it for their benefit or apply it to the
Obligations, (ii) the right to attend or be represented by proxy at any meeting
of bondholders under the Indenture, (iii) the right to vote the Pledged Bonds in
accordance with the terms of the Indenture at the written direction of the
Majority Banks, (iv) the right to issue consents and waivers with respect to the
Pledged Bonds at the written direction of the Majority Banks, (v) the right to
issue any and all instructions and requests for action to the Trustee that are
permitted to a bondholder under the Indenture at the written direction of the
Majority Banks, and (vi) the right to exercise all other rights and remedies of
a "holder" of a Pledged Bond under the Indenture.

     (b) If an Event of Default shall have occurred and be continuing at any
time at the election of the Administrative Agent, the Administrative Agent may
apply all or any part of Proceeds constituting Collateral in payment of the
Obligations in such order as the Administrative Agent may determine consistent
with the provisions of this Section 6. Application of Proceeds by the
Administrative Agent hereunder, or any other application by the Administrative
Agent of sums or property hereunder to be made to or for the benefit of the
Secured Parties, shall be made first to the fees, costs, expenses or losses of
the Administrative Agent in connection with this Agreement or its administration
or enforcement or in any way relating to the Collateral or the rights of the
Administrative Agent and the other Secured Parties hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to the
Administrative Agent and the other Secured Parties hereunder, and then to the
Secured Parties pro rata based on the aggregate amount of Obligations held by or
owed to them (whether or not then due and payable). All Proceeds while held by
the Administrative Agent (or by the Company in trust for the Administrative
Agent) shall continue to be held as collateral security for the Obligations and
shall not constitute payment thereof until applied as provided in this Section
6. Subject to the other applicable provisions hereof, any balance of such
Proceeds remaining after the Obligations shall have been paid in full shall be
paid over to the Company or to whomsoever may be lawfully entitled to receive
the same.

     (c) If an Event of Default shall have occurred and be continuing, the
Administrative Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted in this Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC.
Without limiting the generality of the foregoing, the Administrative Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Company or any other person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Administrative Agent or Secured Party or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Administrative Agent or any Secured Party shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or

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sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby
waived or released. The Administrative Agent shall apply the net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale, as
set forth in Section 6(b) hereof, and only after such application and after the
payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-615(a)(3) of the New
York UCC, need the Administrative Agent account for the surplus, if any, to the
Company. To the extent permitted by applicable law, the Company waives all
claims, damages and demands it may acquire against the Administrative Agent or
any Secured Party arising out of the exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given in
writing at least 10 days before such sale or other disposition. The Company
shall remain liable for any deficiency if the proceeds of any sale or other
disposition of Collateral are insufficient to pay the Obligations.

     (d) (i) The Company recognizes that the Administrative Agent may be unable
to effect a public sale of any or all the Pledged Bonds, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. The
Company acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged Bonds
for the period of time necessary to permit the Company to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if the Company would agree to do so.

     (ii) The Company agrees to use its reasonable efforts to do or cause to be
done all such other acts as may be necessary to make such sale or sales of all
or any portion of the Pledged Bonds pursuant to this Section 6(d) valid and
binding and in compliance with any and all other applicable requirements of law.

     7. Administrative Agent's Appointment as Attorney-in-Fact. At any time
after the occurrence and during the continuance of an Event of Default, the
Company hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of the Company and in the name of the Company or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this
Agreement. All powers, authorizations and agencies contained in this Agreement
are coupled with an interest and are irrevocable until this Agreement is
terminated and the security interests created hereby are released.

     8. Duty of Administrative Agent. The Administrative Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Administrative Agent deals with
similar securities and property for its own accounts. None of the Administrative
Agent, any Bank, each of their successors and assigns, nor any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Company or any other person or to take any
other action whatsoever with regard to the Collateral

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or any part thereof. The powers conferred on the Administrative Agent hereunder
are solely to protect the Secured Parties' interests in the Collateral and
shall not impose any duty upon the Administrative Agent to exercise any such
powers. The Administrative Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers, and neither it
nor any of its officers, directors, employees or agents shall be responsible to
the Company for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.

     9. Authority of Administrative Agent. The Company acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by it or the exercise or non-exercise by it
of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Administrative Agent and the Secured Parties, be governed by the
Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent
and the Company, the Administrative Agent shall be conclusively presumed to be
acting as an agent for the Banks with full and valid authority so to act or
refrain from acting, and the Company shall not be under any obligation, or
entitlement, to make any inquiry respecting such authority.

     10. Execution of Financing Statements. Pursuant to any applicable law,
the Company authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of the Company in such form and in such
offices as the Administrative Agent reasonably determines appropriate to perfect
the security interests of the Administrative Agent under this Agreement. A
carbon, photographic or other reproduction of this Agreement shall be sufficient
as a financing statement or other filing or recording document or instrument for
filing or recording for filing in any jurisdiction.

     11. Notices. All notices, requests and demands to or upon the Company or
the Administrative Agent to be effective shall be in writing (or by telex, fax
or similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made (i) when delivered by hand or (ii) if given by mail,
when deposited in the mails by certified mail, return receipt requested, or
(iii) if by telex, fax or similar electronic transfer, when sent and receipt has
been confirmed, addressed to the Company or the Administrative Agent at the
following:

          (x) if to the Company: 1111 Louisiana, Houston, Texas 77002,
     Attention of Linda Geiger, Assistant Treasurer (Telecopy No. 713-207-3301);
     and
          (y) if to the Administrative Agent: Credit Suisse First Boston, 11
     Madison Avenue, New York, New York 10010, Attention of Julia Kingsbury
     (Telecopy No. 212-325-8304).

     12. Return of Documents; Cooperation. Upon the payment in full of all
Obligations and termination of this Agreement, the Administrative Agent shall
(a) surrender the Pledged Bonds to the Trustee and (b) return to the Company all
other Collateral previously delivered to the Administrative Agent and then held
by it, in each case without recourse, representation or warranty, and execute
and deliver to the Trustee or the Company, as the case may be, such documents of
assignment as are reasonably necessary to terminate the Administrative Agent's
security interest in the Collateral interest hereunder.

     13. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or

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unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     14. Amendments. (a) Except as set forth in clause (b) below, none of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Company
and the Administrative Agent (as instructed by the Majority Banks or such other
percentage of Banks as may be required pursuant to the terms of the Credit
Agreement).

     (b) The Administrative Agent is authorized (but is under no obligation) to
enter into amendments and modifications of a technical nature that do not
materially impair the rights of the Secured Parties hereunder taken as a whole.

     15. No Waiver; Cumulative Remedies. (a) None of the Secured Parties shall
by any act (except by a written instrument pursuant to Section 14(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of any Secured Party, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by any Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which such
Secured Party would otherwise have on any future occasion.

     (b) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

     16. Headings. The headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken
into consideration in the interpretation hereof.

     17. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Company and shall inure to the benefit of each of
the Secured Parties and its successors and assigns.

     18. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.

     19. Integration. This Agreement, the Credit Agreement and the other Loan
Documents represent the agreement of the Company and the Secured Parties with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Secured Parties relative to
subject matter hereof and thereof not expressly set forth or referred to herein,
in the Credit Agreement or in the other Loan Documents.

     20. Submission To Jurisdiction; Waivers. The Company hereby irrevocably
and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;

                                       8
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     (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

     (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at its
address referred to in Section 11 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

     (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and

     (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.

     21. Release. At any time when the unpaid principal amount of the Loans
under the Credit Agreement shall have been repaid in whole or in part, an
amount of Pledged Bonds under this Agreement shall be released (whether by
virtue of a reduction in the aggregate principal amount of the Pledged Bonds
pursuant to the terms of such Pledged Bonds, or otherwise) from the security
interests created hereby in the principal amount by which such Obligations are
repaid, and all obligations (other than those expressly stated to survive such
repayment) of the Administrative Agent and the Company in relation to such
released Collateral shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to such released Collateral
shall revert to the Company. At the request and sole expense of the Company
following any such repayment, the Administrative Agent shall deliver to the
Company any Collateral (including certificates representing Pledged Bonds
released as part of such Collateral) released under the terms of this Section
21 and held by the Administrative Agent hereunder, and execute and deliver to
the Company such documents (including appropriate notations to any Pledged Bond
confirming the amount of any reduction in the aggregate principal amount of
such Pledged Bond) as the Company shall reasonably request to evidence such
release. The Company agrees that if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by the
Administrative Agent or any other Secured Party, upon the bankruptcy or
reorganization of the Company or otherwise, Pledged Bonds, in a principal
amount equal to the amount rescinded or otherwise required to be restored, and
all rights thereto, shall revert to the Administrative Agent for the ratable
benefit of the Secured Parties.

     22. WAIVER OF JURY TRIAL. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                                 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC


                                 By: /s/ MARC KILBRIDE
                                     -----------------------------------
                                     Name: Marc Kilbride
                                          ------------------------------
                                     Title: Vice President and Treasurer
                                           -----------------------------


                                 CREDIT SUISSE FIRST BOSTON, acting through its
                                 Cayman Islands branch, as Administrative Agent


                                 By: /s/ S. WILLIAM FOX
                                     -----------------------------------
                                     Name: S. William Fox
                                          ------------------------------
                                     Title: Vice President
                                           -----------------------------


                                 By: /s/ JAMES P. MORAN
                                     -----------------------------------
                                     Name: James P. Moran
                                          ------------------------------
                                     Title: Director
                                           -----------------------------



                                       10
<PAGE>

                                                                      SCHEDULE 1
                                                             to Pledge Agreement


              BONDS AUTHENTICATED AND DELIVERED UNDER THE INDENTURE


     (1) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of Eight Hundred Fifty Million Dollars
($850,000,000) established in the First Supplemental Indenture, dated as of
October 10, 2002, between the Company and the Trustee, the form and terms of
which are established in the Officer's Certificate, dated October 10, 2002,
pursuant to the First Supplemental Indenture;

     (2) the series of Securities (as defined in the Indentures), initially
authenticated and delivered in the aggregate principal amount of Fifty Million
Dollars ($50,000,000) established in the Second Supplemental Indenture, dated as
of October 10, 2002, between the Company and the Trustee, the form and terms of
which are established in the Officer's Certificate, dated October 10, 2002,
pursuant to the Second Supplemental Indenture;

     (3) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of Sixty Eight Million Dollars ($68,000,000)
established in the Third Supplemental Indenture, dated as of October 10, 2002,
between the Company and the Trustee, the form and terms of which are established
in the Officer's Certificate, dated October 10, 2002, pursuant to the Third
Supplemental Indenture;

     (4) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000)
established in the Fourth Supplemental Indenture, dated as of October 10, 2002,
between the Company and the Trustee, the form and terms of which are established
in the Officer's Certificate, dated October 10, 2002, pursuant to the Fourth
Supplemental Indenture;

     (5) the series of Securities, initially authenticated and delivered in
the aggregate principal amount of Ninety Million Dollars ($90,000,000)
established in the Fifth Supplemental Indenture, dated as of October 10, 2002,
between the Company and the Trustee, the form and terms of which are established
in the Officer's Certificate, dated October 10, 2002, pursuant to the Fifth
Supplemental Indenture;

     (6) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000)
established in the Sixth Supplemental Indenture, dated as of October 10, 2002,
between the Company and the Trustee, the form and terms of which are established
in the Officer's Certificate, dated October 10, 2002, pursuant to the Sixth
Supplemental Indenture;

     (7) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of Nineteen Million Two Hundred Thousand Dollars
($19,200,000) established in the Seventh Supplemental Indenture, dated as of
October 10, 2002, between the Company and the Trustee, the form and terms of
which are established in the Officer's Certificate, dated October 10, 2002,
pursuant to the Seventh Supplemental Indenture;

     (8) the series of Securities, initially authenticated and delivered in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000)
established in the Eighth Supplemental Indenture, dated as of October 10, 2002,
between the Company and the Trustee, the form and terms of which are established
in the Officer's Certificate, dated October 10, 2002, pursuant to the Eighth
Supplemental Indenture; and

     (9) the Pledged Bonds.