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                                                               EXHIBIT 4(f)(5)


                      WARRANT REGISTRATION RIGHTS AGREEMENT

                                     between

                            CENTERPOINT ENERGY, INC.

                                       and

                         J.P. MORGAN SECURITIES INC. and
                           SALOMON SMITH BARNEY, INC.,

                          Dated as of [_____ __], 2003


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                      WARRANT REGISTRATION RIGHTS AGREEMENT

         This WARRANT REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of [_____ __], 2003, between Centerpoint Energy, Inc., a
Texas corporation (the "COMPANY"), J.P. Morgan Securities Inc. ("JPMORGAN") and
Salomon Smith Barney, Inc. ("SSB").

                                    RECITALS

         WHEREAS, the Company, the banks and other financial institutions from
   time to time parties thereto, Citibank, N.A. (the "SYNDICATION AGENT"), an
affiliate of SSB, and JPMorgan Chase Bank (the "ADMINISTRATIVE AGENT"), an
affiliate of JPMorgan, are parties to the Second Amendment, dated as of February
28, 2003 (the "SECOND AMENDMENT"), to the $3,850,000,000 Amended and Restated
Credit Agreement dated as of October 10, 2002, among the Company, the banks and
other financial institutions from time to time parties thereto, the Syndication
Agent, as syndication agent, and the Administrative Agent, as administrative
agent;

         WHEREAS, in connection with, and in order to induce the Syndication
Agent and the Administrative Agent to enter into, the Second Amendment, on the
date hereof the Company is issuing [30,600,564.20] common stock purchase
warrants (the "WARRANTS") pursuant to a Warrant Agreement, dated as of the date
hereof, between the Company, the Syndication Agent, the Administrative Agent and
the Company, as warrant agent, which in the aggregate initially entitle the
holders thereof to purchase [30,600,564.20] shares of Common Stock, par value
$0.01 per share (the "COMMON STOCK"), of the Company;

         WHEREAS, in order to induce the Syndication Agent and the
Administrative Agent to enter into the Second Amendment, the Company has also
agreed to the registration rights set forth in this Agreement; and

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

                  1.       Definitions.

                  Capitalized terms used herein without definition have the
meanings assigned to them in the Credit Agreement. As used in this Agreement,
the following capitalized terms shall have the following meanings:

                  ADVICE: See Section 5 hereof.

                  DTC: The Depository Trust Company.

                  EFFECTIVE DATE: See Section 3(b)(i) hereof.

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                                                                               2

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

                  FILING DATE: See Section 3(b)(i) hereof.

                  HOLDER: Each holder (including JPMorgan and SSB) of any
         Warrants, Warrant Shares or Registrable Securities, and each of their
         successors, assigns and direct and indirect transferees who become
         registered or beneficial owners of such Warrants, Warrant Shares or
         Registrable Securities.

                  HOLDER INDEMNIFIED PARTIES: See Section 7(a) hereof.

                  INDEMNIFYING PARTY: See Section 7(c) hereof.

                  INITIATING HOLDER: See Section 3(a)(i) hereof.

                  LIQUIDATED DAMAGES: See Section 3(b)(iv) hereof.

                  NASD: National Association of Securities Dealers, Inc.

                  OTHER HOLDERS: The holders of Other Securities.

                  OTHER SECURITIES: All common equity of the Company, the
         holders of which have registration rights with respect to such common
         equity (other than the Registrable Securities).

                  PERSON: Any individual, partnership, limited liability
         company, corporation, trust, joint stock company, business trust, joint
         venture, or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  PROSPECTUS: The prospectus included in any Registration
         Statement, as amended or supplemented by any prospectus supplement with
         respect to the terms of the offering of any portion of the Registrable
         Securities covered by such Registration Statement and by all other
         amendments and supplements to the prospectus, including post-effective
         amendments and all material incorporated by reference in such
         prospectus.

                  REGISTRABLE SECURITIES: The Registrable Warrants and the
         Registrable Warrant Shares, provided that a security ceases to be a
         Registrable Security when (i) a registration statement with respect to
         the sale by the holder of such securities shall have become effective
         under the Securities Act and such securities shall have been disposed
         of in accordance with such registration statement (excluding the
         original issuance of Warrant Shares upon exercise of the Warrant), (ii)
         such securities shall have been distributed to the public pursuant to
         Rule 144 (or any successor provision) under the Securities Act, or
         (iii) such securities cease to be outstanding. For purposes of this
         Agreement, any required calculation of the amount or percentage of
         Registrable Securities shall be based on the number of shares of Common
         Stock which are Registrable Securities, including

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                                                                               3

         shares issuable upon the conversion, exchange or exercise of the
         Warrants or any other security convertible, exchangeable or exercisable
         into Common Stock.

                  REGISTRABLE WARRANT SHARES: All Warrant Shares issuable to the
         Holders of Warrants upon exercise of such Warrants.

                  REGISTRABLE WARRANTS: All Warrants issued pursuant to the
         Warrant Agreement.

                  REGISTRANT INDEMNIFIED PARTIES: See Section 7(b) hereof.

                  REGISTRATION DEFAULT: See Section 3(b)(iv) hereof.

                  REGISTRATION EXPENSES: See Section 6 hereof.

                  REGISTRATION STATEMENT: Any registration statement of the
         Company which covers any of the Registrable Securities, including the
         Prospectus, amendments and supplements to such Registration Statement,
         including post-effective amendments, all exhibits and all material
         incorporated by reference in such Registration Statement.

                  SEC: The Securities and Exchange Commission.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
         the rules and regulations promulgated thereunder, as the same may be
         amended from time to time.

                  SHELF REGISTRATION: See Section 3(b)(i) hereof.

                  SHELF REGISTRATION STATEMENT: See Section 3(b)(i) hereof.

                  UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: A
         registration in which securities of the Company are sold to an
         underwriter for reoffering to the public.

                  WARRANT SHARES: The shares of Common Stock of the Company, or
         any successor thereto, issuable to the Holders of Warrants upon
         exercise of the Warrants, together with any other securities or
         property that may in the future become issuable upon exercising the
         Warrants as set forth in Section 15 of the Warrant Agreement.

                  2.       Securities Subject to this Agreement

                  (a) Registrable Securities. All Registrable Securities shall
be entitled to the benefits of this Agreement.

                  3.       Registration Rights.

                  (a) Piggyback Rights. (i) Piggyback Rights. If the Shelf
Registration Statement has not been declared, and is not continuing to be,
effective and the Company at any time after the Initial Repayment Date (as
defined in the Warrant Agreement), with respect to the Adjusted

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                                                                               4

First Tranche Warrants (as defined in the Warrant Agreement) and any related
Warrant Shares, and at any time after the Subsequent Repayment Date (as defined
in the Warrant Agreement), with respect to the Adjusted Second Tranche Warrants
(as defined in the Warrant Agreement) and any related Warrant Shares, and prior
to [date three months after expiration of the Warrants], 2007, proposes to
register warrants, common stock (including any offerings of common stock
together with preferred stock) or any other capital stock under the Securities
Act (other than (x) a registration on Form S-4 or S-8, or any successor or other
forms promulgated for similar purposes, or any other registration with respect
to an employee benefit plan or other compensation plan for the benefit of
employees or directors, (y) a registration statement filed in order to register
common stock with respect to an acquisition which constituted a part or all of
the consideration for an acquisition or (z) a registration statement filed in
connection with an offer of securities solely to the Company's existing security
holders), other than pursuant to Section 3(b), whether or not for sale for its
own account, it will, at each such time, give prompt written notice (no later
than 15 days prior to the anticipated filing date or 10 days if the Company is
required to file reports under the Exchange Act and able to use Form S-3 under
the Securities Act) to the Holders of such Registrable Securities of its
intention to do so and of the rights of the Holders under this Section 3(a).
Upon the written request of Holders of Registrable Securities having an
aggregate offering price at least equal to $25,000,000 made within 7 days after
the receipt of any such notice (which request shall specify the number of
Registrable Securities intended to be disposed of by each such Holder), the
Company will use its reasonable efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company has been so
requested to register by the Holders and to keep such registration continuously
effective under the Securities Act in the qualifying jurisdictions until at
least the earlier of (A) 90 days after the effective date thereof or (B) the
consummation of the distribution by the Holders of all of the Registrable
Securities covered thereby; provided that (1) if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company or any other holder of securities that initiated such
registration (an "INITIATING HOLDER") shall determine for any reason not to
proceed with the proposed registration of the securities to be sold by it, the
Company or such Initiating Holder may, at its election, give written notice of
such determination to the Holders and, thereupon, the Company shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses
incurred in connection therewith), or the Company may elect to delay the
registration, and (2) if such registration involves an underwritten offering,
the Holders of Registrable Securities requesting to be included in the
registration must sell their Registrable Securities to the underwriters selected
by the Company or the Initiating Holders, as the case may be, on the same terms
and conditions as apply to the Company or the Initiating Holders, as the case
may be, with, in the case of a combined primary and secondary offering, such
differences, including any with respect to indemnification and liability
insurance, as may be customary or appropriate in combined primary and secondary
offerings. If a registration requested pursuant to this Section 3(a)(i) involves
an underwritten offering, any Holder requesting to be included in such
registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not to
register all or any portion of such securities in connection with such
registration.

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                                                                               5

                  (ii)     Expenses. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 3(a).

                  (iii)    Priority in Piggyback Registrations. If a requested
registration pursuant to this Section 3(a) involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number that can be sold in such offering at a price acceptable to
the Company or is such as to adversely affect the success of the offering, the
Company will be required to include in such registration only the amount of
securities which it is so advised should be included in such registration. In
such event, securities shall be registered in such offering in the following
order of priority: (i) FIRST, the securities which the Company proposes to
register and, if any, Other Securities of any Initiating Holder, (ii) SECOND,
provided that no securities sought to be included by the Company and any
Initiating Holder, if any, have been excluded from such registration, the
Registrable Securities which have been requested to be included in such
registration by the Holders pursuant to this Agreement and the Other Securities
of Other Holders entitled to exercise "piggy-back" registration rights pursuant
to contractual commitments of the Company existing on the date hereof (such
securities to be allocated pro rata based on the amount of Registrable
Securities and Other Securities sought to be registered by such Holders and
Other Holders) and (iii) THIRD, provided that no securities sought to be
included by the Holders or Other Holders referred to in clause (ii) above have
been excluded from such registration, the Other Securities of Other Holders
entitled to exercise "piggy-back" registration rights pursuant to contractual
commitments of the Company not existing on the date hereof (pro rata based on
the amount of securities sought to be registered by such Other Holders). If, as
a result of the provisions of this Section 3(a)(iii), any selling Holder shall
not be entitled to include all Registrable Securities in a registration that
such selling Holder has requested to be included, such selling Holder may elect
to withdraw his request to include Registrable Securities in such registration.

                  (b) Shelf Registration. (i) Filing of Shelf Registration. The
Company shall use its reasonable best efforts to file a "shelf" registration
statement (the "SHELF REGISTRATION STATEMENT") on any appropriate form pursuant
to Rule 415 (or similar rule that may be adopted by the SEC) under the
Securities Act (a "SHELF REGISTRATION") in no event later than the date that is
120 days prior to the date the Warrants become exercisable (the "FILING DATE")
with respect to the issuance of the Warrant Shares (if allowed by applicable
rule or policy of the SEC) and to permit resales of all of the Registrable
Securities. The Company agrees to use its reasonable best efforts to cause such
Shelf Registration to become effective as soon as practicable after the filing
thereof and in no event later than the date the Warrants become exercisable (the
"EFFECTIVE DATE"), and thereafter to keep it continuously effective for the
period (the "EFFECTIVENESS PERIOD") that will terminate upon the earlier of (1)
the date on which all of the Warrants have been exercised and all of the
Registrable Securities covered by the Shelf Registration have been resold
pursuant to such Shelf Registration or cease to be Registrable Securities and
(2) [three months after the expiration date of the Warrants], 2007. If the Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period (other than

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                                                                               6

because of the sale of all of the securities registered thereunder), in addition
to the actions required pursuant to Section 5(d), the Company shall use its
reasonable best efforts to, within 7 days of such cessation of effectiveness,
amend the Shelf Registration Statement in a manner to obtain the withdrawal of
the order suspending the effectiveness thereof, or file an additional "shelf"
registration statement pursuant to Rule 415 covering all of the Registrable
Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf
Registration Statement is filed, the Company shall use its best efforts to cause
the Subsequent Shelf Registration to become effective as soon as practicable
after such filing and to keep such Registration Statement continuously effective
for the Effectiveness Period. As used herein the term "SHELF REGISTRATION
STATEMENT" means the Shelf Registration Statement and any Subsequent Shelf
Registration Statement.

                  (ii)     Limitations on Shelf Registration. The Company shall
not be required to file more than one Shelf Registration Statement, subject to
the provisions set forth in Section 5 hereof. The Company shall not permit any
securities other than the Registrable Securities to be included in the Shelf
Registration Statement.

                  (iii)    Form of Registration Statement. The Company shall
select the registration statement form for any registration pursuant to this
Section 3(b); provided that if any registration pursuant to this Section 3(b) is
effected by the filing of a Registration Statement on Form S-3 (or any successor
or similar short-form registration statement), and if the managing underwriter
of an underwritten offering initiated pursuant to clause (iv) of this Section
3(b) advises the Company in writing that, in its opinion, additional disclosure
is required in the Prospectus, the Company shall promptly amend or supplement
the Registration Statement (including by post-effective amendment) or
Prospectus.

                  (iv)     Selection of Underwriter. If the Holders so elect,
the offering of Registrable Warrant Shares pursuant to such Shelf Registration
shall be in the form of an underwritten offering; provided, however, that the
Company shall not be obligated to:

                           (A)      effect more than an aggregate of two
         underwritten offerings pursuant to this Section 3(b)(iv) or more than
         one underwritten offering in any twelve-month period; or

                           (B)      effect an underwritten offering pursuant to
         this Section 3(b)(iv) unless the aggregate offering price of the
         Registrable Warrant Shares being offered pursuant to such underwritten
         offering shall equal at least $25,000,000.

                  The Holders of a majority of the Registrable Securities
covered by such Shelf Registration shall select one or more nationally
recognized firms of investment bankers, who shall be reasonably acceptable to
the Company, to act as the managing underwriter or underwriters in connection
with such offering and shall select any additional investment bankers and
managers to be used in connection with the offering.

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                                                                               7

                  (v)      Expenses. The Company will pay all Registration
Expenses in connection with each Shelf Registration pursuant to this Section
3(b).

                  4.       Hold-Back Agreements

                  (a) Restrictions on Public Sale by Holder of Registrable
Securities. Each Holder of Registrable Securities agrees, if requested by the
managing underwriters in an underwritten offering not to effect any public sale
or distribution of the Warrants or Warrant Shares, including a sale pursuant to
Rule 144 under the Securities Act (except as part of such underwritten
registration), during the 7-day period prior to, and during the 90-day period
beginning on, the pricing date of each underwritten offering made pursuant to
Section 3(b)(iii), to the extent timely notified by the Company or the managing
underwriters. In order to enforce the foregoing covenant, the Company shall have
the right to impose stop transfer instructions with respect to the Warrants or
Warrant Shares until the end of such period. The provisions of this Section 4(a)
shall be binding upon any transferee of any Warrants or Warrant Shares.

                  The foregoing provisions of the preceding paragraph shall not
apply to any Holder of Registrable Securities if such Holder is prevented by
applicable statute or regulation from entering any such agreement; provided,
however, that any such Holder shall undertake, in its request to participate in
any such underwritten offering, not to effect any public sale or distribution of
any Registrable Securities held by such Holder and covered by a Registration
Statement commencing on the date of sale of the Registrable Securities unless it
has provided 30 days prior written notice of such sale or distribution to the
underwriter or underwriters.

                  (b) Restrictions on Sale of Securities by the Company and
Others. The Company agrees (1) not to effect any public or private offer, sale
or distribution of any of its equity securities similar to the Warrants,
including a sale pursuant to Regulation D under the Securities Act (other than
any such sale or distribution of such securities in connection with any merger
or consolidation by the Company or any subsidiary of the Company or the
acquisition by the Company or a subsidiary of the Company of the capital stock
or substantially all of the assets of any other Person or in connection with any
employee stock option or other benefit plan), during the 90-day period beginning
with the date the Warrants become exercisable to the extent timely notified in
writing by a Holder or Holders which individually or in the aggregate hold a
majority of the then outstanding Registrable Securities or during the 7-day
period prior to, and during the 90-day period beginning with, the pricing date
of each underwritten offering pursuant to Section 3(b)(iii), to the extent
timely notified by the managing underwriters in such underwritten offering
(except as part of such if permitted, or pursuant to registrations on Forms S-4
or S-8 or any successor form to such registration forms) and (2) during the
aforementioned period to use its reasonable best efforts to cause each holder of
each of its privately placed equity securities similar to the Warrants purchased
from the Company at any time on or after the date of this Agreement to agree not
to effect any public sale or distribution of any such securities during such
period, including a sale pursuant to Rule 144 under the Securities Act (except
as part of such registration, if permitted).

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                                                                               8

                  5.       Registration Procedures.

                  If and whenever the Company is required to file a Registration
Statement with respect to Registrable Securities pursuant to this Agreement, the
Company will use its reasonable best efforts to effect such registration to
permit the sale of such Registrable Securities in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Company
will, as expeditiously as possible, use reasonable best efforts to:

                  (a) prepare and file with the SEC, within the time period
provided in Section 3, a Registration Statement or Registration Statements
relating to such registration on any appropriate form under the Securities Act,
which form shall be available for the sale by the Company of the Warrant Shares
or the resale of Warrants and Warrant Shares by the Holders in accordance with
the intended method or methods of distribution thereof and shall include all
financial statements required by the SEC to be filed therewith, cooperate and
assist in any filings required to be made with the NASD, and use its reasonable
best efforts to cause such Registration Statement to become effective within
such time period; provided that before filing a Registration Statement or any
amendments or supplements thereto with respect to the Registrable Securities,
the Company will furnish to the Holders of the Registrable Securities covered by
such Registration Statement and the underwriters, if any, drafts of all such
documents proposed to be filed (without exhibits or schedules), which documents
will be subject to the review by such Holders and underwriters, and the Company
will not file any Registration Statement or any amendments or supplements
thereto to which the Holders of a majority of the Registrable Securities or such
managing underwriters, if any shall reasonably object within 5 business days
unless required by law in the reasonable judgment of the Company;

                  (b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective to allow any Holder to sell its
Registrable Securities thereunder for the applicable period set forth in Section
3; cause the Prospectus to be supplemented, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act as required; and comply in all
material respects with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in the Prospectus or supplement
to the Prospectus;

                  (c) notify the selling Holders of Registrable Securities and
the managing underwriters, if any, promptly, and (if requested by any such
Person) confirm such advice in writing, (1) when the Prospectus or any
supplement to the Prospectus or post-effective amendment has been filed, and,
with respect to the Registration Statement or any post-effective amendment, when
the same has become effective, (2) of any request by the SEC for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information, (3) of the issuance by the SEC of any stop order which the Company
has knowledge of suspending the effectiveness of the Registration Statement or
the initiation or threat of any proceedings for that purpose, (4) if at any time
the representations and warranties of the Company contemplated

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                                                                               9

by paragraph (n) below cease to be true and correct in any material respect, (5)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose and (6) of
the Company's becoming aware that the Prospectus (including any document
incorporated therein by reference), as then in effect, includes an untrue
statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which such statement was made.

                  (d) avoid the issuance of or, if issued, to obtain the
withdrawal of any order suspending the effectiveness of the Registration
Statement or the use of a Prospectus or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities covered thereby for sale in any jurisdiction described in Section
5(h) hereof at the earliest possible moment;

                  (e) if reasonably requested by the managing underwriter or
underwriters or a Holder of Registrable Securities being sold in connection with
an underwritten offering, promptly incorporate in a supplement to the Prospectus
or post-effective amendment such information as the managing underwriter or
underwriters or the Holders of a majority of the Registrable Securities being
sold agree should be included therein, including, without limitation,
information relating to the plan of distribution with respect to such
Registrable Securities, (including, without limitation, information with respect
to the amount of Registrable Securities being sold to such managing underwriter
or underwriters, the purchase price being paid therefor by such underwriters and
any other terms of the underwritten (or best efforts underwritten) offering of
the Registrable Securities to be sold in such offering); and make all required
filings of such supplement to the Prospectus or post-effective amendment as soon
as notified of the matters to be incorporated in such supplement to the
Prospectus or post-effective amendment;

                  (f) furnish to each selling Holder of Registrable Securities
and each managing underwriter, if any, without charge, if requested, at least
one copy of the Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits (including those incorporated by reference);

                  (g) deliver to each selling Holder of Registrable Securities
and the underwriters, if any, without charge, if requested, as many copies of
the Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; the Company consents
to the use (subject to the limitations set forth in the last paragraph of this
Section 5) of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

                  (h) prior to any public offering of Registrable Securities,
register or qualify, or

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                                                                              10

cooperate with the selling Holders of Registrable Securities, the underwriters,
if any, and their respective counsel in connection with the registration or
qualification, of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as any such selling Holder or
underwriter reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
such Registrable Securities; keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective hereunder and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the applicable Registration Statement;
provided that the Company will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or taxation in any
such jurisdiction where it is not then so subject;

                  (i) in connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable
Securities, cooperate with the selling Holders of Registrable Securities and the
managing underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing such Registrable Securities to be sold, which
certificates shall not bear any restrictive legends whatsoever and shall be in a
form eligible for deposit with DTC; and enable such Registrable Securities to be
in such denominations and registered in such names as such managing underwriters
may request at least two business days prior to any sale of such Registrable
Securities to the underwriters;

                  (j) cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other U.S.
governmental agencies or U.S. authorities as may be necessary to enable the
seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Registrable Securities (subject to the proviso contained in
clause (h) above);

                  (k) upon the occurrence of any event contemplated by paragraph
(c)(6) above, prepare a supplement or post-effective amendment to the related
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the Holders of the Registrable Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading in light of the
circumstances then existing;

                  (l) cause all Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which similar securities
issued by the Company are then listed if such listing is permitted under the
rules of such exchange;

                  (m) not later than the effective date of the Registration
Statement, provide a CUSIP number for all Registrable Warrants and provide the
transfer agent with printed certificates for the Registrable Securities which
are in a form eligible for deposit with DTC;

                  (n) enter into such agreements (including an underwriting
agreement) and take

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                                                                              11

all such other actions in connection therewith in order to expedite or
facilitate the disposition of such Registrable Securities which are reasonably
required, and in such connection, in the case of an underwritten offering (1)
make such representations and warranties (with reasonable exceptions) to the
Holders of such Registrable Securities and the underwriters in form, substance
and scope as are customarily made by issuers to underwriters in secondary
underwritten offerings; (2) obtain opinions of counsel to the Company addressed
to the underwriters covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by the underwriters; (3) obtain "comfort" letters and updates thereof
from the Company's independent certified public accountants addressed to such
underwriters and to the extent that such independent certified public accounts
agree, addressed to such Holders, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters given
to underwriters in connection with primary underwritten offerings; (4) include
indemnification provisions in such underwriters' customary form; and (5) deliver
to the Holders copies of such documents and certificates as may be requested by
the managing underwriters to evidence compliance with paragraph (k) above and
with any customary conditions contained in the underwriting agreement. The above
shall be done at each closing under such underwriting agreement or as and to the
extent required thereunder;

                  (o) make available at reasonable times during normal business
hours for inspection by any underwriter or the Administrative Agent for the
benefit of any Holder participating in any disposition of such Registrable
Securities, and any attorney or accountant retained by such underwriters or the
Administrative Agent, if any, such financial and other records, pertinent
corporate documents and properties of the Company as may be reasonably necessary
to enable them to exercise their due diligence responsibilities, and provide
reasonable access to appropriate officers of the Company in connection with such
due diligence responsibilities;

                  (p) make appropriate officers of the Company available at
reasonable times during normal business hours to such underwriters for meetings
with prospective purchasers of the Registrable Securities and prepare and
present to potential investors customary "road show" material in a manner
consistent with issuances of other securities similar to the Registrable
Securities; and

                  (q) comply with all applicable rules, regulations and policies
of the SEC and make generally available to its security holders earnings
statements satisfying the provisions of Section 1l(a) of the Securities Act and
Rule 158 thereunder no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Securities are sold to an underwriter or to underwriters in a firm commitment or
reasonable efforts underwritten offering and (ii) if not sold to an underwriter
or to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of the relevant
Registration Statement, which statements shall cover said such period,
consistent with the requirements of Rule 158 under the Securities Act.

<PAGE>

                                                                              12

                  The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.

                  Each Holder of Registrable Securities agrees by acceptance of
such Registrable Securities that, upon receipt of any notice from the Company of
the happening of any event or the happening of any circumstances of the kind
described in Section 5(c)(3), (5) or (6) hereof (or that the Company reasonably
concludes bears a risk of being so considered) or that, in the reasonable
judgment of the Company, it is advisable to suspend use of the prospectus for a
discrete period of time due to pending corporate developments, public filings
with the SEC or similar events, such Holder will forthwith discontinue
disposition of Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 5(k) hereof,
or until it is advised in writing (the "ADVICE") by the Company that the use of
such Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in such Prospectus,
and, if so directed by the Company such Holder will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of such Prospectus covering such Registrable Securities
current at the time of receipt of such notice. The Company shall use its
reasonable best efforts to insure that the use of the Prospectus may be resumed
as soon as practicable, and in any event shall not be entitled to require the
Holder to suspend use of any Prospectus more than twice, and in each such case
for no more than thirty (30) business days, in any twelve-month period.

                  6.       Registration Expenses

                  All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all (i)
registration and filing fees, fees and expenses associated with filings required
to be made with the NASD (including, if applicable, the fees and expenses of any
"qualified independent underwriter" and its one counsel as may be required by
the rules and regulations of the NASD), (ii) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel for the underwriters or selling Holders in connection with blue sky
qualifications of the Registrable Securities and determination of their
eligibility for investment under the laws of such jurisdictions as the managing
underwriters or Holders of a majority of the Registrable Securities being sold
may reasonably designate), (iii) printing expenses (including expenses of
printing certificates for the Registrable Securities in a form eligible for
deposit with DTC and of printing Prospectuses), messenger, telephone and
delivery expenses, (iv) reasonable fees and disbursements of counsel for the
Company and the Company's independent certified public accountants (including
the expenses of any special audit and "comfort" letters required by or incident
to such performance), (v) the reasonable frees and expenses (including up to
$100,000 of the reasonable fees of one outside legal counsel) of the Holders and
(vi) the cost of securities acts liability insurance if the Company so desires
(all such expenses being herein called "REGISTRATION EXPENSES") will be borne by
the Company regardless whether the Registration Statement becomes effective. The

<PAGE>

                                                                              13

Company will not be responsible for payment of any brokerage commissions,
underwriting discount or other similar expenses of the Holders. The Company, in
any event, will pay the Company's own internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), and the expense of any annual audit.

                  7.       Indemnification

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each Holder of
Registrable Securities, their officers, directors, counsel, advisors and each
Person who controls such Holder (within the meaning of the Securities Act) (the
"HOLDER INDEMNIFIED PARTIES") against all losses, claims, damages, liabilities
and expenses reasonably incurred by such party in connection with any actual or
threatened action arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or preliminary Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a Prospectus or a preliminary Prospectus, in light of
the circumstances under which such statement was made) not misleading, except
insofar as the same arise out of or are based upon any such untrue statement or
omission made in reliance on and in conformity with any information furnished in
writing to the Company by any underwriter or any Holder or any of their counsel
or other representatives expressly for use therein; provided, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission in the preliminary
Prospectus or Prospectus, if such untrue statement or alleged untrue statement
or omission or alleged omission is completely corrected in the Prospectus or an
amendment or supplement to the Prospectus, as applicable, and the Holder
thereafter fails to deliver such Prospectus or Prospectus as so amended or
supplemented, as applicable, prior to or concurrently with the sale of the
Registrable Securities to the person asserting such loss, claim, damage,
liability or expense if the Company has promptly complied with Sections 5(g) and
5(k) hereof. The Company shall also indemnify underwriters, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Holder Indemnified Parties, if requested.

                  (b) Indemnification by Holder of Registrable Securities. In
connection with the Registration of Registrable Securities, each Holder of
Registrable Securities will furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with any
Registration Statement or Prospectus and agrees to, severally and not jointly,
indemnify and hold harmless, to the full extent permitted by law, the Company,
its directors, managers and officers and each Person who controls the Company
(within the meaning of the Securities Act) (the "REGISTRANT INDEMNIFIED
PARTIES") against any losses, claims, damages, liabilities and expenses
resulting from any untrue statement of a material fact contained in any
Registration Statement or Prospectus or any omission of a material fact required
to be stated in the Registration Statement or Prospectus or necessary to make
the statements therein, in

<PAGE>

                                                                              14

light of the circumstances under which they were made, not misleading, to the
extent, but only to the extent, that such untrue statement or omission relates
to a Holder and is made in reliance on and in conformity with any information or
affidavit furnished in writing by or on behalf of such Holder to the Company
specifically for inclusion in such Registration Statement or Prospectus. In no
event shall the liability of any selling Holder of Registrable Securities
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation. The Registrant Indemnified Parties shall be entitled
to receive indemnities from underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the distribution of
Registrable Securities to the same extent above with respect to information or
affidavit furnished in writing by or on behalf of such Persons as provided
specifically for any Prospectus or Registration Statement.

                  (c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the Company
or Holder of Registrable Securities, as the case may be (in either case, as
applicable, an "INDEMNIFYING PARTY"), of any claim with respect to which it
seeks indemnification and (ii) permit such Indemnifying Party to assume the
defense of such claim with counsel reasonably satisfactory to such Person;
provided, however, that any Person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such Person unless (a) the Indemnifying Party has agreed to pay such fees or
expenses, (b) the Indemnifying Party has failed to assume the defense of such
claim or has not employed counsel satisfactory to such Person to represent such
Person within a reasonable amount of time after notice of the institution of
such action, (c) the use of counsel chosen by the Indemnifying Party to
represent such Person would present such counsel with a conflict of interest or
(d) the actual or potential defendants in, or targets of, any such action
include both such Person and the Indemnifying Party and such Person shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the Indemnifying Party (in each of which case, if the Person
notifies the Indemnifying Party in writing that such Person elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the Indemnifying Party, the
Indemnifying Party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
Indemnifying Party will be required to consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Person entitled to indemnification a
release from all liability in respect to such claim or litigation. Any
Indemnifying Party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the reasonable fees and expenses of more
than one counsel for all Persons entitled to indemnification by such
Indemnifying Party (in addition to one local counsel with respect to such claim
in any one jurisdiction), unless in the reasonable judgment of such Person a
conflict of interest may exist between such Person and any other Person entitled
to indemnification hereunder with respect to such claim and the representation
of both would be inappropriate, in which event the Indemnifying Party shall be

<PAGE>

                                                                              15

obligated to pay the reasonable fees and expenses of such additional counsel or
counsels, but only of one such additional counsel for each group of similarly
situated Persons in any one jurisdiction.

                  (d) Contribution. If for any reason the indemnification
provided for in the preceding paragraphs (a) and (b) is unavailable to a Person
entitled to indemnification or is insufficient to hold it harmless as
contemplated by the preceding paragraphs (a) and (b), then the Indemnifying
Party shall contribute to the amount paid or payable by such Person as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by such Person and the
Indemnifying Party, but also the relative fault of such Person and the
Indemnifying Party, as well as any other relevant equitable considerations,
provided that no Holder of Registrable Securities shall be required to
contribute an amount greater than the dollar amount of the proceeds received by
such Holder of Registrable Securities with respect to the sale of any
securities. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  8.       Rule 144 and Rule 144A

                  The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder (or, if it is not required to file
such reports, it will, upon the request of any Holder of Registrable Securities,
make publicly available other information so long as necessary to permit sales
pursuant to Rule 144 and Rule 144A under the Securities Act), and it will take
such further reasonable action requested by a Holder of Registrable Securities,
all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 and Rule 144A under the
Securities Act, as such Rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any
Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such information and filing
requirements.

                  9.       Participation in Underwritten Offerings.

                  No Holder of Registrable Securities may participate in any
underwritten registration unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all customary questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
reasonably required under the terms of such underwriting arrangements.

                  10.      Miscellaneous.

                  (a) Remedies. Each Holder of Registrable Securities, in
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, in

<PAGE>

                                                                              16

connection with the breach by the Company of its obligations to register the
Registrable Securities will be entitled to specific performance of its rights
under this Agreement. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
after the date of this Agreement enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with, limits or
prohibits the full and timely exercise by the Holders of the rights granted
herein. The rights granted to the Holders of Registrable Securities hereunder do
not in any way conflict with and are not inconsistent with the rights granted to
the holders of the Company's securities under any other agreements.
Notwithstanding the foregoing, the Company shall not be deemed to have breached
its obligations pursuant to this Section 10(b) solely as a result of its
granting to any Person (a) "piggyback" registration rights that are junior in
all respects to the rights granted under this Agreement or (b) "demand"
registration rights.

                  (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions of this
Agreement may not be given unless the Company has obtained the written consent
of Holders of a majority of the outstanding Registrable Securities (excluding
Registrable Securities held by the Company or one of its affiliates).

                  (d) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile or air courier guaranteeing overnight delivery:

                  (i)      if to a Holder of Registrable Securities, at the most
current address given by such Holder to the Company in accordance with the
provisions of this Section 10(d), which address initially is, with respect to
[___], the address set forth next to such its name in the Credit Agreement, with
a copy (which will not constitute notice hereunder) to Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York 10017, Attention: [____].;
and

                  (ii)     if to the Company, initially to it at the address set
forth in the Credit Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 8(d), with a
copy (which will not constitute notice hereunder) to Baker Botts LLP, One Shell
Plaza, 910 Louisiana Street, Houston, Texas 77002, Attention: [____].

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid if mailed; when
answered back, if delivered by facsimile; and on the next business day if timely
delivered, postage prepaid, to an air courier guaranteeing overnight delivery.

<PAGE>

                                                                              17

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including without limitation and without the need for an express
assignment, subsequent Holders of Registrable Securities.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h) Legend. Any certificate representing Warrants (or any
other securities exercisable for or convertible into or exchangeable for
Warrants) shall bear the following legend until such time as it is no longer
applicable:

         "THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
         REGISTRATION RIGHTS AGREEMENT BETWEEN CENTERPOINT ENERGY, INC. (THE
         "COMPANY"), AND J.P. MORGAN SECURITIES INC. AND SALOMON SMITH BARNEY,
         INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO
         TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
         OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
         ACCORDANCE WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.
         THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
         AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH REGISTRATION RIGHTS
         AGREEMENT."

                  (i) New York Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in

<PAGE>

                                                                              18

any jurisdiction, the validity, legality and enforceability of any such
provision in any jurisdiction in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement with respect to the subject
matter contained herein and intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Warrant
Registration Rights Agreement as of the date first written above.

                                    CENTERPOINT ENERGY, INC.

                                    By: ________________________________
                                        Name:
                                        Title:

                                    J.P. MORGAN SECURITIES INC.

                                    By: _________________________________
                                        Name:
                                        Title:

                                    SALOMON SMITH BARNEY, INC.

                                    By: _________________________________
                                        Name:
                                        Title: