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                                                                EXHIBIT 10(y)(2)

                          RELIANT ENERGY, INCORPORATED
                                AND SUBSIDIARIES
                       COMMON STOCK PARTICIPATION PLAN FOR
                          DESIGNATED NEW EMPLOYEES AND
                              NON-OFFICER EMPLOYEES

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                                     RECITAL

                  CenterPoint Energy, Inc. (the "Company") established the
Reliant Energy, Incorporated and Subsidiaries Common Stock Participation Plan
for Designated New Employees and Non-Officer Employees, effective as of March 4,
1998 (the "Prior Plan"), for the benefit of its eligible key employees and
retained the right to amend the Prior Plan under Article IX thereof.

                  Effective as of January 1, 2001 and in connection with the
Company's planned distribution of the shares of Reliant Resources, Inc. Common
Stock to its shareholders, the Board authorized the amendment, restatement and
continuation of the Prior Plan, as in effect on December 31, 2000, in the form
of this plan (the "Plan") to provide for the vesting and conversion of certain
outstanding Stock Awards, that no performance-based or restricted Stock Awards
in the form of shares of Common Stock shall be made from and after April 10,
2001, that employment with Reliant Resources, Inc. and its subsidiaries is not a
termination hereunder, and to make certain other changes therein.

                  NOW, THEREFORE, effective as of January 1, 2001, the Company
hereby amends, restates in its entirety and continues the Prior Plan as follows:

                                  INTRODUCTION

                                   ARTICLE I

                                    PURPOSE

                  The purpose of the Plan is to strengthen the alignment of
financial interests of selected employees of the Company and its Subsidiaries
with those of the Company's shareholders through the increased ownership of
shares of the Company's Common Stock by such employees. The Plan (i) enhances
the Company's ability to maintain a competitive position in attracting and
retaining qualified personnel, (ii) provides a means of rewarding the
outstanding performance of such employees, and (iii) enhances the interest of
such employees in the Company's continued success and progress by enabling them
to obtain a proprietary interest in the Company. Pursuant to the Plan, the
Company may provide for the delivery of shares of Common Stock to (i) persons
not previously employed by the Company or its Subsidiaries as an inducement to
their entering into employment with the Company or its Subsidiaries and (2)
employees who are not officers of the Company who it is determined should be
rewarded for exceptional performance.

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                                   ARTICLE II

                                   DEFINITIONS

                  For purposes of the Plan, the following terms shall have the
meanings below stated, subject to the provisions of Section 7.1.

                  "BOARD" means the Board of Directors of the Company.

                  "CAUSE" means a Participant's (a) gross negligence in the
performance of the Participant's duties, (b) intentional and continued failure
to perform the Participant's duties, (c) intentional engagement in conduct which
is materially injurious to an Employer (monetarily or otherwise) or (d)
conviction of a felony or a misdemeanor involving moral turpitude. For this
purpose, an act or failure to act on the part of a Participant will be deemed
"intentional" only if done or omitted to be done by the Participant not in good
faith and without reasonable belief that his/her action or omission was in the
best interest of his/her Employer, and no act or failure to act on the part of
the Participant will be deemed "intentional" if it was due primarily to an error
in judgment or negligence.

                  A "CHANGE IN CONTROL" or "CIC" shall be deemed to have
occurred upon the occurrence of any of the following events:

                  (a)      30% OWNERSHIP CHANGE: Any Person makes an acquisition
         of Outstanding Voting Stock and is, immediately thereafter, the
         beneficial owner of 30% or more of the then Outstanding Voting Stock,
         unless such acquisition is made directly from the Company in a
         transaction approved by a majority of the Incumbent Directors; or any
         group is formed that is the beneficial owner of 30% or more of the
         Outstanding Voting Stock; or

                  (b)      BOARD MAJORITY CHANGE: Individuals who are Incumbent
         Directors cease for any reason to constitute a majority of the members
         of the Board; or

                  (c)      MAJOR MERGERS AND ACQUISITIONS: Consummation of a
         Business Combination unless, immediately following such Business
         Combination, (i) all or substantially all of the individuals and
         entities that were the beneficial owners of the Outstanding Voting
         Stock immediately prior to such Business Combination beneficially own,
         directly or indirectly, more than 70% of the then outstanding shares of
         voting stock of the parent corporation resulting from such Business
         Combination in substantially the same relative proportions as their
         ownership, immediately prior to such Business Combination, of the
         Outstanding Voting Stock, (ii) if the Business Combination involves the
         issuance or payment by the Company of consideration to another entity
         or its shareholders, the total fair market value of such consideration
         plus the principal amount of the consolidated long-term debt of the
         entity or business being acquired (in each case, determined as of the
         date of consummation of such Business Combination by a majority of the
         Incumbent Directors) does not exceed 50% of the sum of the fair market
         value of the Outstanding Voting Stock plus the principal amount of the
         Company's

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         consolidated long-term debt (in each case, determined immediately prior
         to such consummation by a majority of the Incumbent Directors), (iii)
         no Person (other than any corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 30% or more of
         the then outstanding shares of voting stock of the parent corporation
         resulting from such Business Combination and (iv) a majority of the
         members of the board of directors of the parent corporation resulting
         from such Business Combination were Incumbent Directors of the Company
         immediately prior to consummation of such Business Combination; or

                  (d)      MAJOR ASSET DISPOSITIONS: Consummation of a Major
         Asset Disposition unless, immediately following such Major Asset
         Disposition, (i) individuals and entities that were beneficial owners
         of the Outstanding Voting Stock immediately prior to such Major Asset
         Disposition beneficially own, directly or indirectly, more than 70% of
         the then outstanding shares of voting stock of the Company (if it
         continues to exist) and of the entity that acquires the largest portion
         of such assets (or the entity, if any, that owns a majority of the
         outstanding voting stock of such acquiring entity) and (ii) a majority
         of the members of the Board (if the Company continues to exist) and of
         the entity that acquires the largest portion of such assets (or the
         entity, if any, that owns a majority of the outstanding voting stock of
         such acquiring entity) were Incumbent Directors of the Company
         immediately prior to consummation of such Major Asset Disposition.

For purposes of the foregoing,

                  (1)      the term "Person" means an individual, entity or
         group;

                  (2)      the term "group" is used as it is defined for
         purposes of Section 13(d)(3) of the Securities Exchange Act of 1934
         (the "Exchange Act");

                  (3)      the term "beneficial owner" is used as it is defined
         for purposes of Rule 13d-3 under the Exchange Act;

                  (4)      the term "Outstanding Voting Stock" means outstanding
         voting securities of the Company entitled to vote generally in the
         election of directors; and any specified percentage or portion of the
         Outstanding Voting Stock (or of other voting stock) shall be determined
         based on the combined voting power of such securities;

                  (5)      the term "Incumbent Director" means a director of the
         Company (x) who was a director of the Company on September 1, 1997 or
         (y) who becomes a director subsequent to such date and whose election,
         or nomination for election by the Company's shareholders, was approved
         by a vote of a majority of the Incumbent Directors at the time of such
         election or nomination, except that any such director shall not be
         deemed an Incumbent Director if his or her initial assumption of office
         occurs as a result of an actual or threatened election contest or other
         actual or threatened solicitation of proxies by or on behalf of a
         Person other than the Board;

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                  (6)      the term "election contest" is used as it is defined
         for purposes of Rule 14a-11 under the Exchange Act;

                  (7)      the term "Business Combination" means (x) a merger or
         consolidation involving the Company or its stock or (y) an acquisition
         by the Company, directly or through one or more subsidiaries, of
         another entity or its stock or assets;

                  (8)      the term "parent corporation resulting from a
         Business Combination" means the Company if its stock is not acquired or
         converted in the Business Combination and otherwise means the entity
         which as a result of such Business Combination owns the Company or all
         or substantially all the Company's assets either directly or through
         one or more subsidiaries; and

                  (9)      the term "Major Asset Disposition" means the sale or
         other disposition in one transaction or a series of related
         transactions of 70% or more of the assets of the Company and its
         Subsidiaries on a consolidated basis; and any specified percentage or
         portion of the assets of the Company shall be based on fair market
         value, as determined by a majority of the Incumbent Directors.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "COMMITTEE" means the Special Stock Award Committee or the
Compensation Committee of the Board, it being understood that either such
Committee shall have authority to grant Stock Awards and take other action
contemplated by this Plan.

                  "COMMON STOCK" means, subject to the provisions of Section
9.3, the presently authorized common stock, without par value, of the Company.

                  "COMPANY" means CenterPoint Energy, Inc., a Texas corporation,
and any successor thereto.

                  "DISABILITY" means a physical or mental impairment of
sufficient severity such that an Employee is both eligible for and in receipt of
benefits under the long-term disability provisions of the Company's or
Resources's benefit plans.

                  "DISTRIBUTION" means the distribution by the Company to the
holders of its Common Stock of all of the shares of the common stock of
Resources it then owns.

                  "EMPLOYEE" means an employee of the Company, Resources, a
Subsidiary or a Resources Subsidiary.

                  "EMPLOYER" means the Company, Resources, a Subsidiary, or a
Resources Subsidiary that employs the Participant.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "FAIR MARKET VALUE" means the average of high and low sales
price of a share of Common Stock on the New York Stock Exchange--Composite
Transactions reporting system, as

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reported on the date as of which such value is being determined or, if no sales
occurred on such day, then on the next preceding day on which there were such
sales.

                  "PARTICIPANT" means a person selected to participate in this
Plan pursuant to the terms hereof.

                  "PLAN" means the Reliant Energy, Incorporated and Subsidiaries
Common Stock Participation Plan for Designated New Employees and Non-Officer
Employees, as set forth herein and as from time to time amended.

                  "RESOURCES" means Reliant Resources, Inc., a Delaware
corporation, or a successor to Reliant Resources, Inc. in the ownership of
substantially all of its assets.

                  "RESOURCES SUBSIDIARY" means a subsidiary corporation of
Resources as defined in Section 424(f) of the Code.

                  "RESTRICTED PERIOD" means the period of employment established
by the Committee which the Participant must complete for the restrictions to
lapse pursuant to Section 6.2.

                  "STOCK AWARD" means an award of shares of Common Stock or
units denominated in shares of Common Stock, of options to purchase shares of
Common Stock, or of the right to a payment measured by the appreciation in the
value of shares of Common Stock or the value of units denominated in shares of
Common Stock, granted by the Company to a Participant pursuant to Section 5.1.

                  "SUBSIDIARY" means a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.

                                  ARTICLE III

                              RESERVATION OF SHARES

                  The aggregate number of shares of Common Stock which may be
issued under this Plan shall not exceed One Million (1,000,000) shares, subject
to adjustment as hereinafter provided. The number of shares of Common Stock that
are subject to awards under this Plan that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the shares covered by an award are not issued to a
Participant, shall again immediately become available for awards hereunder. In
the event that any option or other award granted hereunder is exercised through
the delivery of shares of Common Stock or in the event that withholding tax
liabilities arising from such award are satisfied by the withholding of shares
of Common Stock by the Company, the number of shares of Common Stock available
for awards under the Plan shall be increased by the number of shares of Common
Stock so surrendered or withheld. All or any part of such One Million shares may
be issued pursuant to Stock Awards. The shares of Common Stock which may be
granted pursuant to Stock Awards will consist of either authorized but unissued
shares of Common Stock or shares of Common Stock which have been issued and
which shall have been heretofore or hereafter reacquired by the Company as
treasury shares. The total number of shares authorized under this Plan shall be
subject to increase or decrease in order to give effect to the adjustment
provision of

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Section 9.3 and to give effect to any amendment adopted as provided in Section
8.1. The foregoing limitation on the number of shares of Common Stock issuable
under the Plan is a limitation on the aggregate number of shares of Common Stock
issued, but subject to such rules and procedures concerning the counting of
shares against the Plan maximum as the Committee may deem appropriate.

                                   ARTICLE IV

                            PARTICIPATION IN THE PLAN

         4.1      ELIGIBILITY TO RECEIVE STOCK AWARDS. Stock Awards under this
Plan may be granted only to persons selected by the Committee who are not
officers of the Company and who are Employees of the Company or a Subsidiary on
the date the Stock Award is granted. Stock Awards under this Plan may be granted
to any Employee who has become entitled to an award pursuant to another
incentive plan of the Company or a Subsidiary provided that the award is
consistent with the purposes of this Plan.

         4.2      PARTICIPATION NOT GUARANTEE OF EMPLOYMENT. Nothing in this
Plan or in the instrument evidencing the grant of a Stock Award shall in any
manner be construed to limit in any way the right of the Employer to terminate a
Participant's employment at any time, without regard to the effect of such
termination on any rights such Participant would otherwise have under this Plan,
or give any right to such Participant to remain employed by an Employer in any
particular position or at any particular rate of compensation.

                                   ARTICLE V

                                  STOCK AWARDS

         5.1      GRANT OF STOCK AWARDS.

         (a)      SELECTION OF PARTICIPANTS. Subject to the terms of this Plan,
the Committee shall select the persons to whom Stock Awards shall be awarded.
Subject to the eligibility requirements of Section 4.1, awards pursuant to other
incentive plans of the Company or any Subsidiaries denominated in shares of
Common Stock, in the discretion of the Committee, may be granted to Employees
pursuant to the terms of the Plan. Notwithstanding any provision of this Plan to
the contrary, no performance-based or restricted Stock Awards in the form of
shares of Common Stock under Section 5.2 shall be made from and after April 10,
2001.

         (b)      AWARD OF SHARES. The Committee shall determine the number of
shares of Common Stock covered by each Stock Award awarded to a Participant, as
well as all other terms and conditions of each Stock Award. Shares issued
pursuant to the terms of other incentive plans of the Company or a Subsidiary
may be issued subject to terms established with reference to such other plans.
Shares of Common Stock may be awarded subject to a Restricted Period, without
any restriction whatsoever or subject to such other vesting and forfeiture
conditions, which may be performance based, as may be established by the
Committee. If Stock Awards are issued subject to a Restricted Period, then on or
about the close of, and, if appropriate and in accordance with Section 6.3 or
6.5, during the term of, each Restricted Period, the Committee shall determine
whether restrictions set forth in Article VI hereof shall lapse with respect to
a

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portion or all of the shares awarded under a Stock Award. Notwithstanding the
foregoing to the contrary, in the event of the Distribution, effective as of the
date of the Distribution, the number of any performance-based Stock Awards
granted under this Plan for a performance cycle shall be converted into a number
of shares of Common Stock, as determined by the Company, subject to a Restricted
Period.

                  The Committee shall implement the grant of a Stock Award
subject to a Restricted Period by credit to a bookkeeping account maintained by
the Company evidencing the accrual to a Participant of unsecured and unfunded
rights to receive, subject to the terms of the Stock Award, shares of Common
Stock.

         (c)      FORM OF INSTRUMENT. Each Stock Award shall be made pursuant to
an instrument prescribed in form by the Committee. Such instrument shall specify
the number of shares covered thereby and the restrictions, if any, which, if not
achieved, may cause all or part of the shares to be forfeited.

         5.2      RIGHTS WITH RESPECT TO SHARES. No Participant who is granted a
Stock Award implemented by credit to a Company bookkeeping account shall have
any rights as a stockholder by virtue of such grant until shares are actually
issued or delivered to the Participant. The Committee may establish and express
in the written instrument evidencing the Stock Award terms and conditions under
which the Participant granted such Stock Award shall be entitled to receive an
amount equivalent to any dividend payable with respect to the number of shares
which, as of the record date for which dividends are payable, have been credited
but not delivered to the Participant. At the Committee's discretion, any such
dividend equivalents (i) may be paid at such time or times during the period
when the shares are as yet undelivered pursuant to the terms of the Stock Award,
(ii) may be paid at the time the shares to which the dividend equivalents apply
are delivered, or (iii) may be reflected by the credit of additional full or
fractional shares to three decimal places in an amount equal to the amount of
such dividend equivalents divided by the Fair Market Value of a full share on
the date of payment of the dividend on which the dividend equivalent is based,
all as shall be expressed in the written instrument evidencing the Stock Award.
Any arrangements for the payment or credit of dividend equivalents shall be
terminated if, and to the extent that, under the terms and conditions so
established, the right to receive shares pursuant to the terms of the Stock
Award shall terminate or lapse.

                                   ARTICLE VI

                   STOCK AWARDS SUBJECT TO A RESTRICTED PERIOD

         6.1      RESTRICTIONS. Each Stock Award granted under this Plan subject
to a Restricted Period shall contain the following terms, conditions and
restrictions and such additional terms, conditions and restrictions as may be
determined by the Committee.

                  Until the restrictions set forth in this Section 6.1 shall
lapse pursuant to this Article VI, shares of Common Stock awarded to a
Participant pursuant to each Stock Award:

                  (a)      shall not be sold, assigned, transferred, pledged,
         hypothecated or otherwise disposed of; and

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                  (b)      shall be returned to the Company, and all rights of
         the Participant to such shares shall terminate without any payment of
         consideration by the Company, if the Participant's continuous
         employment with an Employer shall terminate for any reason, except as
         provided in Section 6.2, 6.3 or 6.5.

         6.2      LAPSE OF RESTRICTIONS DUE TO TERMINATION OF RESTRICTED PERIOD.
At the time of the Stock Award, there may be established for a Participant a
"Restricted Period" which shall be such length of time as established by the
Committee in its discretion. Shares of Common Stock awarded to Participants may
not be sold, assigned, transferred, pledged, otherwise encumbered or disposed
of, except as hereinafter provided, during the Restricted Period. Except for
such restrictions on transfer, the Participant, as owner of such shares, shall
have all the rights of the holder of Common Stock, including but not limited to,
the right to vote the same and to receive all dividends paid on such shares.

         6.3      LAPSE OF RESTRICTIONS DUE TO CERTAIN TERMINATIONS OF
EMPLOYMENT. Unless otherwise provided by the Committee with respect to a
particular Stock Award, if a Participant who has been in the continuous
employment of any Employer since the date on which a Stock Award was granted to
such Participant shall, while in such employment and prior to the close of the
Restricted Period with respect to which such Stock Award was granted, terminate
employment by reason of death, Disability or retirement on or after attainment
of age fifty-five (55), the restrictions set forth in Section 6.1 shall lapse
with respect to all of the shares subject to the Award.

         6.4      TERMINATIONS OF EMPLOYMENT. A termination of employment except
by reason of death, Disability or retirement on or after attainment of age
fifty-five, with any Employer prior to the close of the Restricted Period with
respect to which a particular Stock Award was granted would result in the
forfeit of all such shares. Following the Distribution, a termination of
employment with an Employer includes a transfer of employment from the Company
(or a Subsidiary) to Resources (or a Resources Subsidiary) and vice versa.

         6.5      TREATMENT UPON CHANGE IN CONTROL. Unless otherwise provided by
the Committee with respect to a particular Stock Award, notwithstanding any
provision of Section 6.1 or any other provision of this Plan, forthwith upon the
occurrence of any Change in Control of the Company, the Company shall pay cash
to each Participant to whom a Stock Award has been made (and with respect to
which the restrictions have not previously lapsed) in an amount equal to the
number of shares of Common Stock granted under this Plan pursuant to outstanding
performance-based Stock Awards as if the performance objectives had been met at
the maximum level times the Fair Market Value on the date of the Change in
Control.

                                  ARTICLE VII

                           ADMINISTRATION OF THE PLAN

         7.1      THE COMMITTEE. This Plan shall be administered solely by the
Committee. The Committee shall have full and final authority to interpret this
Plan and the instruments evidencing Stock Awards granted hereunder, to
prescribe, amend and rescind rules and regulations, if any, relating to this
Plan and to make all determinations necessary or advisable for the
administration of this Plan. The Committee's determination in all matters
referred to herein

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shall be conclusive and binding for all purposes and upon all persons including,
but without limitation, the Employers, the shareholders of the Company, the
Committee and each of the members thereof, as well as Participants and Employees
and their respective successors in interest.

         7.2      LIABILITY OF COMMITTEE. No member of the Committee shall be
liable for anything done or omitted to be done by such member or by any other
member of the Committee or by any person to whom authority is delegated as
provided in the last sentence of Section 7.1 in connection with this Plan,
except for the willful misconduct of such member or as expressly required by
law. The Committee shall have power to engage outside consultants, auditors or
other professionals to assist in the fulfillment of the Committee's duties under
this Plan at the Company's expense.

         7.3      DETERMINATION OF THE COMMITTEE. In making its determinations
concerning the individuals who will become Participants, as well as the number
of shares to be awarded to each Participant, the Committee shall take into
account such factors as the Committee may deem relevant. The Committee shall
also determine the form of Stock Awards to be issued under this Plan and the
terms and conditions to be included therein, provided such terms and conditions
are not inconsistent with the terms of this Plan. The Committee may, in its sole
discretion, waive any provisions of any Stock Award, provided such waiver is not
inconsistent with the terms of this Plan as then in effect.

                                  ARTICLE VIII

                        AMENDMENT AND TERMINATION OF PLAN

         8.1      AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board
may amend, modify, suspend or terminate the Plan at any time except that no
amendment or alteration that would impair the rights of any Participant under
any outstanding Stock Award shall be made without such Participant's consent.

         8.2      TERMINATION. The Board may at any time terminate this Plan as
of any date specified in a resolution adopted by the Board. No Stock Awards may
be granted after this Plan has terminated. After this Plan has terminated, the
function of the Committee with respect to this Plan will be limited to
determinations, interpretations and other matters provided herein with respect
to Stock Awards previously granted.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         9.1      RESTRICTIONS UPON GRANT OF STOCK AWARDS. The listing upon the
New York Stock Exchange or the registration or qualification under any federal
or state law of any shares of Common Stock to be granted pursuant to this Plan
(whether to permit the grant of Stock Awards or the resale or other disposition
of any such shares of Common Stock by or on behalf of the Participants receiving
such shares) may be necessary or desirable and, in any event, if the Committee
in its sole discretion so determines, delivery of the certificates for such
shares of Common Stock shall not be made until such listing, registration or
qualification shall have

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been completed. In such connection, the Company agrees that it will use its best
efforts to effect any such listing, registration or qualification; provided,
however, that the Company shall not be required to use its best efforts to
effect such registration under the Securities Act of 1933, as amended (the "1933
Act"), other than on Form S-8, as presently in effect, or other such forms as
may be in effect from time to time calling for information comparable to that
presently required to be furnished under Form S-8.

         9.2      RESTRICTIONS UPON RESALE OF UNREGISTERED STOCK. If the shares
of Common Stock that have been transferred to a Participant pursuant to the
terms of this Plan are not registered under the 1933 Act pursuant to an
effective registration statement, such Participant, if the Committee deems it
advisable, may be required to represent and agree in writing (i) that any shares
of Common Stock acquired by such Participant pursuant to this Plan will not be
sold except pursuant to Rule 144 under the 1933 Act, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from
registration under the 1933 Act; and (ii) that such Participant is acquiring
such shares of Common Stock for such Participant's own account and not with a
view to the distribution thereof.

         9.3      ADJUSTMENTS.

         (a)      The existence of outstanding Stock Awards shall not affect in
any manner the right or power of the Company or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding of any kind, whether or not of a character
similar to that of the acts or proceedings enumerated above.

         (b)      In the event of any subdivision or combination of outstanding
shares of Common Stock or declaration of a dividend on the Common Stock payable
in shares of Common Stock, the Committee may adjust proportionally the number of
shares of Common Stock reserved under this Plan and covered by outstanding Stock
Awards denominated in Common Stock or units of Common Stock and may also adjust,
if it deems appropriate, any price criteria or other determination in respect of
such Stock Awards. In the event of any consolidation or merger of the Company
with another corporation or entity or the adoption by the Company of a plan of
exchange affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock) or any reclassification of this Common Stock, the
Committee may make such adjustments or other provisions as it may deem
equitable, including adjustments to avoid fractional shares, to give proper
effect to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, or liquidating distribution, the Committee
shall be authorized to issue or assume Stock Awards, regardless of whether in a
transaction to which Section 424(a) of the Code applies, by means of
substitution of new Stock Awards for previously issued Stock Awards or an
assumption of previously issued Stock Awards, or to make provision for the
acceleration of the exercisability of, or lapse of restrictions with respect to,
Stock Awards and the termination of unexercised rights with respect to Stock
Awards in connection with such transaction.

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         9.4      WITHHOLDING OF TAXES: The Company or its designated third
party administrator shall have the right to deduct taxes at the applicable
supplemental rate from any payment or delivery hereunder and withhold, at the
time of delivery or vesting of cash or shares of Common Stock under this Plan,
an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes, provided that withholding
obligations with respect to options may only be satisfied in cash as long as
withholding of stock following the exercise of an option would result in a
charge to earnings. The Committee may also permit withholding to be satisfied by
the transfer to the Company of shares of Common Stock theretofore owned by the
holder of the award with respect to which withholding is required, except with
respect to options. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the
tax withholding is required to be made.

         9.5      EFFECTIVE DATE OF PLAN: This Plan shall be effective as of
March 4, 1998, and the amendment and restatement evidenced hereby shall be
effective January 1, 2001.

                                   CENTERPOINT ENERGY, INC.

                                   By /s/ DAVID M. MCCLANAHAN
                                      ------------------------------------------
                                        David M. McClanahan
                                        Vice Chairman

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