<PAGE>


                                                                     EXHIBIT 4.5



                      RELIANT RESOURCES, INC. SAVINGS PLAN

                  (As Established Effective February 1, 2002)



<PAGE>

                      RELIANT RESOURCES, INC. SAVINGS PLAN
                   (As Established Effective February 1, 2002)

                                    I N D E X

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                                                                                                               Page
                                                                                                               ----
<S>          <C>     <C>                                                                                        <C>
ARTICLE I             DEFINITIONS.................................................................................1

ARTICLE II            ADMINISTRATION OF THE PLAN..................................................................6
              2.1     Appointment of Committee....................................................................6
              2.2     Records of Committee........................................................................6
              2.3     Committee Action............................................................................6
              2.4     Committee Disqualification..................................................................6
              2.5     Committee Compensation and Expenses.........................................................6
              2.6     Committee Liability.........................................................................6
              2.7     Committee Determinations....................................................................7
              2.8     Information from Employer...................................................................8
              2.9     Uniform Administration......................................................................8
              2.10    Reporting Responsibilities..................................................................9
              2.11    Disclosure Responsibilities.................................................................9
              2.12    Quarterly Statements........................................................................9
              2.13    Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration............9
              2.14    Annual Audit...............................................................................10
              2.15    Presenting Claims for Benefits.............................................................10
              2.16    Claims Review Procedure....................................................................11
              2.17    Disputed Benefits..........................................................................12

ARTICLE III           PARTICIPATION IN THE PLAN..................................................................13
              3.1     Eligibility of Employees...................................................................13
              3.2     Employee Information.......................................................................13
              3.3     Notification of Eligible Employees.........................................................13
              3.4     Application by Participants to Make Pre-Tax and/or After-Tax Contributions.................13
              3.5     Service Defined............................................................................14
              3.6     Commencement and Termination of Service....................................................15
              3.7     Transferred Participants...................................................................15

ARTICLE IV            CONTRIBUTIONS TO THE PLAN..................................................................17
              4.1     Employer Contributions.....................................................................17
              4.2     Pre-Tax Contributions......................................................................18
              4.3     After-Tax Contributions....................................................................19
              4.4     Actual Deferral Percentage.................................................................20
              4.5     Actual Deferral Percentage Limits..........................................................21

</TABLE>

                                      -i-

<PAGE>

<TABLE>

<S>          <C>     <C>                                                                                        <C>
              4.6     Reduction of Pre-Tax Contribution Rates by Leveling Method.................................21
              4.7     Increase in Pre-Tax Contribution Rates.....................................................22
              4.8     Excess Pre-Tax Contributions...............................................................22
              4.9     Contribution Percentage....................................................................23
              4.10    Contribution Percentage Limits.............................................................24
              4.11    Treatment of Excess Aggregate Contributions................................................25
              4.12    Multiple Use of Alternative Limitation Shall Not Apply.....................................26
              4.13    Employer Matching Contributions and Pre-Tax Contributions
                      to Be Tax Deductible.......................................................................26
              4.14    Maximum Allocations........................................................................26
              4.15    Refunds to Employer........................................................................26
              4.16    Rollover Contributions.....................................................................27

ARTICLE V             PARTICIPANTS' ACCOUNTS.....................................................................29
              5.1     Trust Accounts.............................................................................29
              5.2     Valuation of Trust Fund....................................................................30
              5.3     Allocation to Accounts.....................................................................30
              5.4     Maximum Annual Additions...................................................................32

ARTICLE VI            PARTICIPANTS' BENEFITS.....................................................................37
              6.1     Interest in Account........................................................................37
              6.2     Termination of Service.....................................................................37
              6.3     Death of Participants......................................................................37
              6.4     In-Service Distributions...................................................................38
              6.5     Payments of Benefits.......................................................................38
              6.6     Payment of Distribution Directly to Eligible Retirement Plan...............................40
              6.7     Participation Rights Determined as of Valuation Date Coinciding With or Preceding
                      Termination of Employment..................................................................41

              6.8     Required Minimum Distributions.............................................................42
              6.9     Unclaimed Benefits.........................................................................42
              6.10    Optional Forms of Benefits.................................................................43

ARTICLE VII           WITHDRAWALS AND LOANS......................................................................44
              7.1     Account Withdrawals........................................................................44
              7.2     Loans......................................................................................45

ARTICLE VIII          INVESTMENT DIRECTIONS......................................................................46
              8.1     Investment of Trust Fund...................................................................46
              8.2     Voting of Company Stock and CenterPoint Common Stock; Exercise of Other Rights.............47

ARTICLE IX            TRUST AGREEMENT AND TRUST FUND.............................................................49
              9.1     Trust Agreement............................................................................49
              9.2     Benefits Paid Solely From Trust Fund.......................................................49
              9.3     Committee Directions to Trustee............................................................49

</TABLE>

                                      -ii-

<PAGE>

<TABLE>

<S>          <C>     <C>                                                                                        <C>
              9.4     Trustee's Reliance on Committee Instructions...............................................49
              9.5     Authority of Trustee in Absence of Instructions From the Committee.........................49
              9.6     Compliance with Exchange Act Rule 10(b)(18)................................................50

ARTICLE X             ADOPTING EMPLOYERS, AMENDMENT AND TERMINATION
                      OF THE PLAN AND DISCONTINUANCE OF CONTRIBUTIONS
                      TO THE TRUST FUND..........................................................................51
              10.1    Designation of Employers...................................................................51
              10.2    Continuous Service.........................................................................52
              10.3    Amendment of the Plan......................................................................52
              10.4    Termination of the Plan....................................................................53
              10.5    Distribution of Trust Fund on Termination..................................................53
              10.6    Effect of Discontinuance of Contributions..................................................53
              10.7    Merger of Plan With Another Plan...........................................................53

ARTICLE XI            MISCELLANEOUS PROVISIONS...................................................................54
              11.1    Terms of Employment........................................................................54
              11.2    Controlling Law............................................................................54
              11.3    Invalidity of Particular Provisions........................................................54
              11.4    Non-Alienability of Rights of Participants.................................................54
              11.5    Payments in Satisfaction of Claims of Participants.........................................54
              11.6    Payments Due Minors and Incompetents.......................................................55
              11.7    Acceptance of Terms and Conditions of Plan by Participants.................................55
              11.8    Impossibility of Diversion of Trust Fund...................................................55


</TABLE>

                                     -iii-
<PAGE>


                      RELIANT RESOURCES, INC. SAVINGS PLAN
                   (As Established Effective February 1, 2002)

                                    Recitals

                  WHEREAS, effective as of February 1, 2002, the Company
authorizes and directs (i) the establishment of the Reliant Resources, Inc.
Savings Plan, a new savings plan under Section 401(a) of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), that is a profit
sharing plan under Code Section 401(a)(27) and includes a cash or deferred
arrangement under Code Section 401(k), to provide benefits for certain eligible
employees of the Company and adopting employers (the "Plan"), and (ii) the
establishment of a trust (the "Trust") pursuant to a trust agreement by and
between the Company and The Vanguard Group, as trustee, for the exclusive
benefit of the participants in the Plan, with such Trust intended to form a part
of the Plan.

                  WHEREAS, pursuant to a certain merger instrument, the Company
authorized and directed that (i) the Reliant Energy Mid-Atlantic Savings Plan
(for Non-Represented Employees) ("REMA Plan") be consolidated with, merged into,
and continued in the form of the Plan as of the Effective Date of the Plan; and
(ii) all assets held under the REMA Plan's trust for the benefit of the
participants in the REMA Plan be merged with all of the assets held under the
Trust for the benefit of the participants in the Plan.

                  WHEREAS, effective March 28, 2002, eligible employees of the
Company who are participating in the Reliant Energy, Incorporated Savings Plan
("REI Savings Plan") shall cease participation in the REI Savings Plan and
commence to participate in the Plan, with such participants' accounts under the
REI Savings Plan to be transferred pursuant to a plan-to-plan transfer from the
REI Savings Plan trust to the Trust thereafter.

                  WHEREAS, from and after February 1, 2002, the REMA Plan and
the Plan shall constitute a "single plan" within the meaning and purview of
Section 414(l) of the Code, with the Plan being the surviving plan for all legal
purposes, including reporting and disclosure under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

                  WHEREAS, the Plan and Trust are intended to meet the
requirements of Sections 401(a), 401(k) and 501(a) of the Code and ERISA, as
either may be amended from time to time.

                  NOW, THEREFORE, the Company hereby establishes the Plan in the
form of, and by the adoption of, the Plan as herein set forth, effective
February 1, 2002, except as otherwise indicated herein, to read as follows:



                                     - 1 -
<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  As used in the Plan, the following words and phrases shall
have the following meanings unless the context clearly requires a different
meaning:


                  ACCOUNT: Any of the accounts maintained for a Participant
pursuant to Section 5.1, or all such accounts collectively, as the context
requires.

                  AFFILIATE: A corporation or other trade or business which,
together with an Employer, is "under common control" within the meaning of
Section 414(b) or (c), as modified by Section 415(h) of the Code; any
organization (whether or not incorporated) which is a member of an "affiliated
service group" (within the meaning of Section 414(m) of the Code) which includes
the Employer; and any other entity required to be aggregated with the Employer
pursuant to regulations under Section 414(o) of the Code.

                  AFTER-TAX CONTRIBUTIONS: Any amount contributed by a
Participant to the Trust Fund from his Compensation as "After-Tax Matched
Contributions" and "After-Tax Unmatched Contributions" pursuant to Section 4.3.

                  AFTER-TAX CONTRIBUTION ACCOUNT: The account or accounts
maintained for each Participant to reflect his After-Tax Matched Contributions
and After-Tax Unmatched Contributions, and adjustments relating thereto made
pursuant to the provisions of the Plan.

                  BENEFICIARY: Such natural person or persons, or the trustee of
an inter vivos trust for the benefit of natural persons, entitled to receive a
Participant's death benefits under the Plan, as provided in Section 6.3 hereof.

                  BOARD: The Board of Directors of the Company.

                  CENTERPOINT COMMON STOCK: Common stock of (i) Reliant Energy,
Incorporated, a Texas corporation, prior to the reorganization of Reliant
Energy, Incorporated, and (ii) CenterPoint Energy, Inc., a Texas corporation, on
and after such reorganization date, which is readily tradable on an established
securities market.

                  CENTERPOINT COMMON STOCK FUND: An Investment Fund established
to hold any shares of CenterPoint Common Stock transferred, pursuant to a
plan-to-plan transfer entered into by the Company and the sponsor of the REI
Savings Plan, to the Trust directly from the trust for the REI Savings Plan with
respect to the Accounts of Participants who were former participants in the REI
Savings Plan.

                  CODE: The Internal Revenue Code of 1986, as amended.


                                     - 1 -
<PAGE>

                  COMMITTEE: The Benefits Committee as described in Article II
and, in regard to any provision of this Plan under which an agent has been
appointed by the Benefits Committee pursuant to Article II to administer such
provision of this Plan, such agent.

                  COMPANY: Reliant Resources, Inc., a Delaware corporation, or a
successor to Reliant Resources, Inc. in the ownership of substantially all of
its assets.

                  COMPANY STOCK: Common stock of the Company, which is readily
tradable on an established securities market.

                  COMPENSATION: Total cash compensation actually paid for
personal services to an Employee by an Employer for any Plan Year, including
salaries, wages, commissions, overtime pay, performance-based bonuses paid in
cash, and any other payments of compensation in cash that would be subject to
tax under Code Section 3101(a), without the dollar limitations of Code Section
3121(a)(1), but specifically excluding (i) expense allowances; (ii) benefits
received under the Long-Term Disability Plan of an Employer; (iii) contributions
of the Employer to or benefits under this Plan or any other welfare or deferred
compensation plan not expressly included above; and (iv) any payments made in
connection with a Participant's termination of employment or severance pay.

                  Compensation shall also include amounts excludable from gross
income by reason of Code Sections 125, 402(e)(3), 402(h) or 403(b), but shall be
limited for all purposes under the Plan to $200,000 (or such other amount
provided under Code Section 401(a)(17)), as adjusted for cost-of-living in
accordance with Code Section 401(a)(17)(B). The Compensation of the respective
Employees and Participants as reflected by the books and records of the Employer
shall be conclusive.

                  CONTRIBUTION: Any amount contributed to the Trust Fund
pursuant to the provisions of this Plan by the Employer or by a Participant from
his Compensation, including After-Tax Matched Contributions, After-Tax Unmatched
Contributions, Pre-Tax Matched Contributions, Pre-Tax Unmatched Contributions,
Employer Matching Contributions and Profit Sharing Contributions.

                  DISABILITY: A disability incurred by a Participant that
satisfies the requirements of Section 6.2.

                  EFFECTIVE DATE: February 1, 2002, except as otherwise provided
in specific provisions of the Plan.

                  EMPLOYEE: Any person who renders services to an Employer or an
Affiliate in the status of an employee as the term is defined in Code Section
3121(d), including any Leased Employee performing services for any Employer.

                  EMPLOYER: The Company (including its successors) and any other
eligible entity or organization that has adopted this Plan pursuant to the
provisions of Article X, and the successors, if any, to such organization.


                                     - 2 -
<PAGE>

                  EMPLOYER CONTRIBUTIONS: Collectively, the Employer Matching
Contributions and Profit Sharing Contributions.

                  EMPLOYER MATCHING CONTRIBUTIONS: Any amount contributed to the
Trust Fund by the Employer pursuant to Section 4.1.

                  EMPLOYER MATCHING ACCOUNT: The account maintained for each
Participant to reflect his Employer Matching Contributions, and adjustments
relating thereto made pursuant to the provisions of the Plan.

                  ERISA: The Employee Retirement Income Security Act of 1974
(Public Law No. 93-406), as amended from time to time.

                  FIDUCIARIES: The Employer, the Committee, the Trustee, and any
other person designated as a Fiduciary with respect to the Plan or the Trust
Agreement, but only with respect to the specific responsibilities of each as
described in Section 2.13 hereof. Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.

                  INVESTMENT FUND: One or more investment alternatives
designated by the Committee pursuant to the Plan and Trust Agreement as
alternatives in which Participants may elect to invest their Accounts.

                  INVESTMENT MANAGER: The Investment Manager, if any, appointed
by the Committee under the Trust Agreement, as such term is defined by Section
3(38) of ERISA.

                  LEASED EMPLOYEE: Each person who is not an employee of the
Employer or an Affiliate but who performs services for the Employer or an
Affiliate pursuant to a leasing agreement (oral or written) between the Employer
or an Affiliate and any leasing organization, provided that such person has
performed such services for the Employer or an Affiliate or for related persons
(within the meaning of Section 144(a)(3) of the Code) on a substantially
full-time basis for a period of at least one year and such services are
performed under primary direction or control by the Employer or an Affiliate.
Notwithstanding the preceding sentence, the term "Leased Employee" does not
include individuals described in Section 414(n)(5) of the Code.

                  LEAVE FOR BUSINESS AND CIVIC REASONS: The period of an
"Authorized Absence" (as defined in Section 3.5) taken in order to hold an
office or position in a business or civic organization which has been approved
by the Committee.

                  PARTICIPANT: An Employee who, pursuant to the provisions of
Article III hereof, has met the eligibility requirements and is participating in
the Plan. A former Employee shall be deemed a Participant under the Plan as long
as he has an Account in the Trust Fund and will be entitled to exercise all the
rights and privileges granted active Employees who are Participants except as
otherwise specifically provided in the case of contributions to the Plan under
Article IV and Participant loans under Section 7.2 hereof.



                                     - 3 -
<PAGE>

                  PLAN: The Reliant Resources, Inc. Savings Plan set forth
herein, which is intended to constitute a profit-sharing plan under Section
401(a)(27) of the Code and includes a cash or deferred arrangement under Section
401(k) of the Code, including all subsequent amendments hereto.

                  PLAN YEAR: The 12-month period commencing on January 1 and
ending on December 31.

                  PRE-TAX CONTRIBUTIONS: Any amount deferred by a Participant
from his Compensation as "Pre-Tax Matched Contributions" and "Pre-Tax Unmatched
Contributions" pursuant to Section 4.2.

                  PRE-TAX CONTRIBUTION ACCOUNT: The account or accounts
maintained for each Participant to reflect his Pre-Tax Matched Contributions and
Pre-Tax Unmatched Contributions to the Plan, and any adjustments thereto made
pursuant to the provisions of the Plan.

                  PRIOR PLAN ACCOUNT: The amount maintained to reflect the
balances of the Prior Plan Accounts of a Participant under the REI Savings Plan
that are transferred to the Plan, as described in Section 5.1(a), and any
adjustments thereto made pursuant to the provisions of the Plan.

                  PROFIT SHARING CONTRIBUTIONS: Any amount contributed to the
Trust Fund by the Employer pursuant to Section 4.1, in the form of an "Annual
Profit Sharing Contribution" or a "Payroll Profit Sharing Contribution" (as each
is described in Section 4.1).

                  PROFIT SHARING ACCOUNT: The account maintained to reflect the
Profit Sharing Contributions to the Plan for a Participant, and any adjustments
thereto made pursuant to the provisions of the Plan.

                  QUALIFIED MILITARY SERVICE: Any service in the uniformed
services (as defined in Chapter 43 of Title 38 of the United States Code or its
successor) by an Employee who is entitled to reemployment rights under such
chapter with respect to such service.

                  REI SAVINGS PLAN: The Reliant Energy, Incorporated Savings
Plan, as amended and restated effective as of April 1, 1999, as thereafter
amended from time to time.

                  RELIANT RESOURCES COMMON STOCK FUND: An Investment Fund
established to invest in shares of Company Stock.

                  REMA EMPLOYEE: An Employee of Reliant Energy Mid-Atlantic
Power Holdings, LLC, Reliant Energy Maryland Holdings, LLC, Reliant Energy New
Jersey Holdings, LLC, Reliant Energy Northeast Management Company, or Reliant
Energy Mid-Atlantic Power Services, Inc., or any successor of any of the
foregoing, or any other Employer that was a "Participating Employer" in the REMA
Plan.




                                     - 4 -
<PAGE>

                  REMA PLAN: The Reliant Energy Mid-Atlantic Savings Plan (for
Non-Represented Employees), established as of May 12, 2000, as thereafter
amended, as in effect immediately preceding the Effective Date.

                  REMA PLAN PARTICIPANT: Any person who is in the employment of
an Employer on the Effective Date and was a participant in the REMA Plan
immediately prior thereto, or who is the alternate payee, beneficiary, spouse or
estate representative of such a person who died or was receiving or entitled to
receive benefits under the REMA Plan.

                  RETIREMENT: Termination of Service on or after the Retirement
Date of a Participant.

                  RETIREMENT DATE: The later of (i) the date upon which the
Participant attains age 65 or (ii) the fifth anniversary of the Participant's
commencement of participation in the Plan.

                  ROLLOVER ACCOUNT: An account maintained for an Employee or
Participant to record rollover contributions to this Plan pursuant to Section
4.16, and any allocations and adjustments thereto.

                  RRI EMPLOYEE:  An Employee who is not a REMA Employee.

                  SERVICE: An Employee's or Participant's period of employment
with an Employer or Affiliate, as determined in accordance with Article III.

                  TRUST AGREEMENT: The agreement established by and between the
Company and the Trustee, effective February 1, 2002, as it may hereafter be
amended from time to time.

                  TRUST FUND: All contributions of the Employer and
Participants, and the investments and reinvestments thereof, held by the Trustee
under the Trust Agreement, together with all income, profits or increments
thereon.

                  TRUSTEE: The Vanguard Group, or any successor Trustee or
Trustees under the relevant Trust Agreement.

                  VALUATION DATE: Any date on which the New York Stock Exchange
is open for trading and any date on which the value of the assets of the Trust
Fund is determined by the Trustee pursuant to Section 5.2. The last business day
of each calendar month shall be the "monthly Valuation Date," the last business
day of each March, June, September and December of each Plan Year shall be the
"quarterly Valuation Date," and the last business day of each December of each
Plan Year shall be the "annual Valuation Date."

                  Words used in this Plan and in the Trust Agreement in the
singular shall include the plural and in the plural the singular, and the gender
of words used shall be construed to include whichever may be appropriate under
any particular circumstances of the masculine, feminine or neuter genders.



                                     - 5 -
<PAGE>


                                   ARTICLE II

                           ADMINISTRATION OF THE PLAN

                  2.1 Appointment of Committee: The Board shall appoint a
Committee of not less than three persons, who may be Employees of the Company,
to perform the administrative duties set forth herein. The Committee shall be
the administrator of the Plan for the purposes of ERISA. Each member of the
Committee shall serve for such term as the Board may designate or until his
death, resignation or removal by the Board. The Board shall promptly appoint
successors to fill any vacancies in the Committee.

                  2.2 Records of Committee: The Committee shall keep appropriate
records of its proceedings and the administration of the Plan. The Committee
shall make available to Participants and their Beneficiaries for examination,
during business hours, such records of the Plan as pertain to the examining
person and such documents relating to the Plan as are required by any applicable
disclosure acts.

                  2.3 Committee Action: The Committee may act through the
concurrence of a majority of its members expressed either at a meeting of the
Committee or in writing without a meeting. Any member of the Committee, or the
Secretary or Assistant Secretary of the Committee (who need not be members of
the Committee), may execute on behalf of the Committee any certificate or other
written instrument evidencing or carrying out any action approved by the
Committee. The Committee may delegate any of its rights, powers and duties to
any one or more of its members or to an agent. The Chairman of the Committee
shall be agent of the Plan and the Committee for the service of legal process at
the principal office of the Company in Houston, Texas.

                  2.4 Committee Disqualification: A member of the Committee who
may be a Participant shall not vote on any question relating specifically to
himself.

                  2.5 Committee Compensation and Expenses: The members of the
Committee shall serve without bond (unless otherwise required by law) and
without compensation for their services as such. The Committee may select and
authorize the Trustee to suitably compensate such attorneys, agents and
representatives as it may deem necessary or advisable to the performance of its
duties. Expenses of the Committee that shall arise in connection with the
administration of the Plan shall be paid by the Company or, if not paid by the
Company, by the Trustee out of the Trust Fund.

                  2.6 Committee Liability: Except to the extent that such
liability is created by ERISA, no member of the Committee shall be liable for
any act or omission of any other member of the Committee, nor for any act or
omission on his own part except for his gross negligence or willful misconduct,
nor for the exercise of any power or discretion in the performance of any duty
assumed by him hereunder. The Company shall indemnify and hold harmless each
member of the Committee from any and all claims, losses, damages, expenses
(including counsel fees approved by the Committee) and liabilities (including
any amounts paid in settlement with the Committee's approval but excluding any
excise tax assessed against any member or members of


                                     - 6 -
<PAGE>

the Committee pursuant to the provisions of Section 4975 of the Code) arising
from any act or omission of such member in connection with duties and
responsibilities under the Plan, except where the same is judicially determined
to be due to the gross negligence or willful misconduct of such member.

                  2.7 Committee Determinations: The Committee shall enforce this
Plan in accordance with its terms and shall have all powers necessary for the
accomplishment of that purpose, including, but not by way of limitation, the
following powers:

                  (a) To employ such agents and assistants, such counsel (who
         may be of counsel to the Company) and such clerical, accounting,
         administrative, and investment services as the Committee may require in
         carrying out the provisions of the Plan;

                  (b) To authorize one or more of their number, or any agent, to
         make payment, or to execute or deliver any instrument, on behalf of the
         Committee, except that all requisitions for funds from, and requests,
         directions, notifications, certifications, and instructions to, the
         Trustee (except as provided in (i) below) or to the Company shall be
         signed either by a member of the Committee or by the Secretary or
         Assistant Secretary of the Committee;

                  (c) To determine from the records of the Company the
         considered Compensation, Service and other pertinent facts regarding
         Employees and Participants for the purpose of the Plan;

                  (d) To construe and interpret the Plan, decide all questions
         of eligibility and determine the amount, manner and time of payment of
         any benefits hereunder;

                  (e) To prescribe forms and procedures to be followed by
         Employees for participation in the Plan, by Participants or
         Beneficiaries filing applications for benefits, by Participants
         applying for withdrawals or loans, and for other occurrences in the
         administration of the Plan;

                  (f) To prepare and distribute, in such manner as the Committee
         determines to be appropriate, information explaining the Plan;

                  (g) To furnish the Company and the Participants, upon request,
         such annual reports with respect to the administration of the Plan as
         are reasonable and appropriate;

                  (h) To certify to the Trustee the amount and kind of benefits
         payable to Participants and their Beneficiaries;

                  (i) To authorize all disbursements by the Trustee from the
         Trust Fund by a written authorization signed either by a member of the
         Committee or by the




                                     - 7 -
<PAGE>

         Secretary or Assistant Secretary of the Committee; provided, however,
         that disbursements for ordinary expenses incurred in the administration
         of the Trust Fund and disbursements to Participants need not be
         authorized by the Committee;

                  (j) In the event of any share split, share dividend or
         combination of outstanding shares of Company Stock (and CenterPoint
         Common Stock), to determine the appropriate allocation of shares of
         such stock to the Accounts maintained for the Participants and to
         determine the appropriate number of shares distributable to a
         Participant under Section 6.5 hereof immediately following such share
         split, share dividend or combination so as to effectuate the intent and
         purpose of the Plan;

                  (k) To interpret and construe all terms, provisions,
         conditions and limitations of this Plan and to reconcile any
         inconsistency or supply any omitted detail that may appear in this Plan
         in such manner and to such extent, consistent with the general terms of
         this Plan, as the Committee shall deem necessary and proper to
         effectuate the Plan for the greatest benefit of all parties interested
         in the Plan;

                  (l) To make and enforce such rules and regulations for the
         administration of the Plan as are not inconsistent with the terms set
         forth herein; and

                  (m) In addition to all other powers herein granted, and in
         general consistent with provisions hereof, the Committee shall have all
         other rights and powers reasonably necessary to supervise and control
         the administration of this Plan.

         2.8 Information from Employer: To enable the Committee to perform its
functions, the Employer shall supply full and timely information to the
Committee of all matters relating to the dates of employment of its Employees
for purposes of determining eligibility of Employees to participate hereunder,
the Compensation of all Participants, their Retirement, death or other cause for
termination of employment, and such other pertinent facts as the Committee may
require; and the Committee shall advise the Trustee of such of the foregoing
facts as may be pertinent to the Trustee's administration of the Trust Fund.

         2.9 Uniform Administration: Whenever in the administration of the Plan
any action is required by the Employer or the Committee, including, but not by
way of limitation, action with respect to eligibility of Employees,
Contributions, and benefits, such action shall be uniform in nature as applied
to all persons similarly situated, and no action shall be taken which will
discriminate in favor of Participants who are officers or shareholders of the
Employer, highly compensated Employees, or persons whose principal duties
consist of supervising the work of others.



                                     - 8 -
<PAGE>

                  2.10 Reporting Responsibilities: As administrator of the Plan
under ERISA, the Committee shall file or distribute all reports, returns and
notices required under ERISA or other applicable law.

                  2.11 Disclosure Responsibilities: The Committee shall make
available to each Participant and Beneficiary such records, documents and other
data as may be required under ERISA, and Participants or Beneficiaries shall
have the right to examine such records at reasonable times during business
hours. Nothing contained in this Plan shall give any Participant or Beneficiary
the right to examine any data or records reflecting the Compensation paid to, or
relating to any Account of, any other Participant or Beneficiary, except as may
be required under ERISA.

                  2.12 Quarterly Statements: As soon as practicable after each
quarterly Valuation Date, the Committee shall prepare and deliver to each
Participant a written statement reflecting as of that quarterly Valuation Date:

                           (a) Such information applicable to contributions by
                  and for each such Participant and the increase or decrease
                  thereof as a consequence of valuation adjustments as may be
                  pertinent in the premises; and

                           (b) The balance in his Account as of that quarterly
                  Valuation Date.

                  2.13 Allocation of Responsibility Among Fiduciaries for Plan
and Trust Administration: The Fiduciaries shall have only those specific powers,
duties, responsibilities and obligations as are specifically given them under
this Plan or the Trust Agreement. In general, the Employer shall have the sole
responsibility for making the Contributions provided for under Sections 4.1, 4.2
and 4.3. The Company shall have the sole authority to appoint and remove the
Trustee and members of the Committee. The Company may amend or terminate, in
whole or in part, this Plan or the Trust Agreement. The Committee shall have the
sole responsibility for the administration of the Plan and the sole authority to
appoint and remove any Investment Manager which may be provided for under the
Trust. The Trustee shall have the sole responsibility for the administration of
the Trust Fund and shall have exclusive authority and discretion to manage and
control the assets held under the Trust Fund, except to the extent that the
authority to manage, acquire and dispose of the assets of the Trust Fund is
delegated to an Investment Manager, all as specifically provided in the Trust
Agreement. Each Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan or the Trust Agreement, as the case may be, authorizing or providing
for such direction, information or action. Furthermore, each Fiduciary may rely
upon any such direction, information or action of another Fiduciary as being
proper under this Plan or the Trust Agreement and is not required under this
Plan or the Trust Agreement to inquire into the propriety of any such direction,
information or action. It is intended under this Plan and the Trust Agreement
that each Fiduciary shall be responsible for the proper exercise of its own
powers, duties, responsibilities and obligations under this Plan and the Trust
Agreement and shall not be responsible for any act or failure to act of another
Fiduciary.




                                     - 9 -
<PAGE>

No Fiduciary guarantees the Trust Fund in any manner against investment loss or
depreciation in asset value.

                  2.14 Annual Audit: The Committee shall engage, on behalf of
all Participants, an independent Certified Public Accountant who shall conduct
an annual examination of any financial statements of the Plan and Trust Fund and
of other books and records of the Plan and Trust Fund as the Certified Public
Accountant may deem necessary to enable him to form and provide a written
opinion as to whether the financial statements and related schedules required to
be filed with the Internal Revenue Service, Securities and Exchange Commission,
or Department of Labor or furnished to each Participant are presented fairly and
in conformity with generally accepted accounting principles applied on a basis
consistent with that of the preceding Plan Year. If, however, the statements
required to be submitted as part of the reports to the Department of Labor are
prepared by a bank or similar institution or insurance carrier regulated and
supervised and subject to periodic examination by a state or federal agency and
if such statements are, in fact, made a part of the annual report to the
Department of Labor and no such audit is required by ERISA, then the audit
required by the foregoing provisions of this Section shall be optional with the
Committee.

                  2.15 Presenting Claims for Benefits: A "Claims Administrator"
shall be appointed by the Committee or, absent such appointment, shall be the
Company's director of benefits, with such Claims Administrator authorized by the
Committee to conduct the initial review and render a decision as provided in
this Section for all claims for benefits under the Plan. Any Participant or any
other person claiming under any deceased Participant (collectively, the
"Applicant") may submit written application to the Claims Administrator for the
payment of any benefit asserted to be due him under the Plan. Such application
shall set forth the nature of the claim and such other information as the Claims
Administrator may reasonably request.

                  The Claims Administrator shall notify the Applicant of the
benefits determination within a reasonable time after receipt of the claim, such
time not to exceed 90 days unless special circumstances require an extension of
time for processing the application. If such an extension of time for processing
is required, written notice of the extension shall be furnished to the Applicant
prior to the end of the initial 90-day period. In no event shall such extension
exceed a period of 90 days from the end of such initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Claims Administrator expects to render its final
decision. Notice of the Claims Administrator's decision to deny a claim in whole
or in part shall be set forth in a manner calculated to be understood by the
Applicant and shall contain the following:

                  (a) the specific reason or reasons for the denial;

                  (b) specific reference to the pertinent Plan provisions on
         which the denial is based;

                  (c) a description of any additional material or information
         necessary for the Applicant to perfect the claim and an explanation of
         why such material or information is necessary; and



                                     - 10 -
<PAGE>

                  (d) an explanation of the claims review procedures set forth
         in Section 2.16 hereof, including the claimant's right to bring a civil
         action under Section 502(a) of ERISA following a denial on review.

If notice of denial is not furnished and if the claim is not granted within the
period of time set forth above, the claim shall be deemed denied for purposes of
proceeding to the review stage described in Section 2.16. Applicants shall be
given timely written notice of the time limits set forth herein for
determination on claims, appeal of claim denial and decisions on appeal.


                  2.16 Claims Review Procedure: If an application filed by an
Applicant under Section 2.15 above shall result in a denial by the Claims
Administrator of the benefit applied for, either in whole or in part, such
Applicant shall have the right, to be exercised by written request filed with
the Committee within 60 days after receipt of notice of the denial of his
application or, if no such notice has been given, within 60 days after the
application is deemed denied under Section 2.15, for the review of his
application and of his entitlement to the benefit for which he applied, by the
Committee. Such request for review may contain such additional information and
comments as the Applicant may wish to present. The Committee shall reconsider
the application in light of such additional information and comments as the
Applicant may have presented and, if the Applicant shall have so requested, may
grant the Applicant a formal hearing before the Committee in its discretion. The
Committee shall also permit the Applicant or his designated representative to
review pertinent documents in its possession, including copies of the Plan
document and information provided by the Employer relating to the Applicant's
entitlement to such benefit. The Committee shall render a decision no later than
the date of the Committee meeting next following receipt of the request for
review, except that (i) a decision may be rendered no later than the second
following Committee meeting if the request is received within 30 days of the
first meeting and (ii) under special circumstances which require an extension of
time for rendering a decision (including but not limited to the need to hold a
hearing), the decision may be rendered not later than the date of the third
Committee meeting following the receipt of the request for review. If such an
extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the Applicant prior to the
commencement of the extension. Notice of the Committee's final decision shall be
furnished to the Applicant in writing, in a manner calculated to be understood
by him, and if the Applicant's claim on review is denied in whole or in part,
the notice shall set forth the specific reason or reasons for the denial and the
specific reference to the pertinent plan provisions on which the denial is
based, the Applicant's right to receive upon request, free of charge, reasonable
access to, and copies of, all relevant documents, records and other information
to his claim, and his right to bring a civil action under Section 502(a) of
ERISA. If the decision on review is not furnished within the time period set
forth above, the claim shall be deemed denied on review. Benefits under this
Plan will only be paid if the Committee decides in its discretion that the
Applicant is entitled to them.


                                     - 11 -
<PAGE>

                  2.17 Disputed Benefits: If any dispute shall arise between a
Participant or other person claiming under a Participant and the Committee after
review of a claim for benefits, or in the event any dispute shall develop as to
the person to whom the payment of any benefit under the Plan shall be made, the
Trustee may withhold the payment of all or any part of the benefits payable
hereunder to the Participant or other person claiming under the Participant
until such dispute has been resolved by a court of competent jurisdiction or
settled by the parties involved.



                                     - 12 -
<PAGE>


                                   ARTICLE III

                            PARTICIPATION IN THE PLAN

                  3.1 Eligibility of Employees: An Employee eligible to
participate under the REMA Plan immediately preceding February 1, 2002, the
Effective Date of the Plan, shall be eligible to become a Participant in this
Plan as of the Effective Date. From and after the Effective Date, each eligible
REMA Employee who is not a Participant and who began Service with an Employer on
or after the Effective Date shall be initially eligible to participate in the
Plan as soon as practicable following the later of the Effective Date or the
date he first begins Service with an Employer. Each eligible RRI Employee as of
March 28, 2002, shall be eligible to become a Participant in the Plan as of such
date. From and after March 28, 2002, each eligible RRI Employee who is not a
Participant and who began Service with an Employer on or after March 28, 2002
shall be initially eligible to participate in the Plan as soon as practicable
following the later of such date or the date he first begins Service with an
Employer. An Employee who is eligible to receive Profit Sharing Contributions
(if any) shall become a Participant for purposes of such contributions as of the
later of the Effective Date, if a REMA Employee, or March 28, 2002, if an RRI
Employee, or the date he first begins Service with an Employer. Any Participant
who terminates his Service and subsequently recommences his Service with an
Employer shall again become eligible to participate in the Plan as soon as
practicable following the first date he recommences his Service.

                  Notwithstanding the foregoing to the contrary, each of the
following individuals shall be ineligible to participate in this Plan: (i) an
Employee whose employment is covered by a collective bargaining agreement
unless, pursuant to good faith bargaining, such agreement provides for
participation in the Plan; (ii) an RRI Employee prior to March 28, 2002; (iii) a
Leased Employee; (iv) an individual who is designated, compensated or otherwise
classified or treated as an independent contractor or a leased employee by an
Employer or an Affiliate; and (v) an individual who is a nonresident alien and
who receives no United States source earned income from the Employer.

                  3.2 Employee Information: The Committee shall maintain records
which shall reflect as to each Employee his date of birth and all dates
reflecting when he entered into or left the employment of any Employer. The
Employer shall make available to the Committee all such information as may be
required by the Committee for the purposes of maintaining such information as to
each Employee.

                  3.3 Notification of Eligible Employees: Each eligible Employee
shall be notified that he is eligible to participate in the Plan upon
commencement of his Service as soon as administratively practicable.

                  3.4 Application by Participants to Make Pre-Tax and/or
After-Tax Contributions: Each Participant pursuant to this Article III who
desires to make Pre-Tax Contributions and/or After-Tax Contributions to the Plan
shall complete an application in such form as may be prescribed by the Committee
in which the Participant shall elect to make and



                                     - 13 -
<PAGE>

designate the amount of his Contributions, as contemplated under Sections 4.2
and 4.3 hereof, and his choice of investment options under Section 8.1 hereof.


                  3.5 Service Defined:

                  (a) For purposes of the Plan, the term "Service" shall mean
         all years, months and days of active employment with an Employer or an
         Affiliate from and after the Effective Date as an Employee, a
         Participant or a Participant on inactive status, as described in
         Section 3.7 ("Transferred Participant"), including the following
         periods of "Authorized Absence" during which a Participant or
         Transferred Participant is:

                           (i) Absent due to Qualified Military Service,
                  provided that such Employee or Participant complies with all
                  prerequisites of applicable Federal law and applied for
                  reinstatement of employment pursuant to the procedures and
                  requirements of the Employer and, if applicable, the
                  Committee, to the extent consistent with applicable Federal
                  law; or

                           (ii) Absent due to accident or sickness as long as
                  the Employee or Participant is continued on the employment
                  rolls of the Employer and remains eligible to work upon his
                  recovery, provided that such Employee or Participant timely
                  applied for reinstatement of employment following his date of
                  recovery in accordance with the procedures and requirements of
                  the Employer and, if applicable, the Committee; or

                           (iii) Absent due to an authorized leave of absence,
                  including periods of Leave for Business and Civic Reasons,
                  subject to such conditions as may be approved by the Committee
                  consistently applied in a uniform and non-discriminatory
                  manner to all employees similarly situated.

                  (b) An Employee's or Participant's Service shall also include
         any period required to be included as Service by federal law other than
         ERISA or the Code, but only under the conditions and to the extent so
         required by such federal law. In addition, the Committee, in its
         discretion, may credit an individual with Service based on employment
         with an entity other than the Employer, but only if and when such
         individual becomes an Employee eligible to participate in the Plan
         under this Article III and only if such crediting of Service (i) has a
         legitimate business reason, (ii) does not by design or operation
         discriminate significantly in favor of "highly compensated employees"
         (as defined in Code Section 414(q)), and (iii) is applied to all
         similarly-situated Employees eligible to participate in the Plan under
         this Article III. Furthermore, in the event that the Plan constitutes a
         plan of a predecessor employer within the meaning of Section 414(a) of
         the Code, service for such predecessor employer shall be treated as
         Service to the extent required by Section 414(a) of the Code.



                                     - 14 -
<PAGE>

                  3.6 Commencement and Termination of Service:

                  (a) From and after the Effective Date, an Employee's or
         Participant's Service shall commence (or recommence) on the date he
         first performs an "hour of service" within the meaning of Department of
         Labor Regulation Section 2530.200b-2(a)(1) for an Employer or
         Affiliate. All periods of Service shall be aggregated so that a
         one-year period of Service shall be completed as of the date the
         Employee or Participant completes 365 days of Service. Hours of service
         and Service will be credited for employment with other members of an
         affiliated service group (under Code Section 414(m)), a controlled
         group of corporations (under Code Section 414(b)), or a group of trades
         or businesses under common control (under Code Section 414(c)), of
         which the Employer is a member.

                  (b) Except as otherwise provided in this Article III, a period
         of Service of an Employee or Participant shall terminate on the date of
         the first to occur of:

                           (i) His Retirement or death;

                           (ii) His quitting or discharge;

                           (iii) His deemed date of termination of employment
                  pursuant to his failure to return to work upon the expiration
                  of such an Authorized Absence; or

                           (iv) One year from the date the Employee or
                  Participant is absent from active employment for any reason
                  other than Retirement, quitting, discharge, Authorized Absence
                  or death.

         For purposes of clause (iii) immediately above, an Employee's or
         Participant's deemed date of termination shall be the earlier of (1)
         the expiration date of such Authorized Absence or (2) one year from the
         date such Authorized Absence commenced. Notwithstanding any provision
         of this Plan to the contrary, contributions, benefits and service
         credit with respect to Qualified Military Service will be provided in
         accordance with Section 414(u) of the Code.

                  3.7 Transferred Participants:

                  (a) If an individual is transferred from an employment
         classification with an Employer that is not covered by the Plan to an
         employment classification that is so covered, or from an Affiliate that
         is not an Employer to an employment classification with an Employer
         that is so covered, his period of Service prior to the date of transfer
         shall be considered for purposes of determining his eligibility to
         become a Participant under Section 3.1. In addition, if such
         transferred Participant had an account in a qualified defined
         contribution plan maintained by such Employer or Affiliate, such
         account shall be transferred to the Trust Fund


                                     - 15 -
<PAGE>

         under this Plan if the transfer is permitted by the terms of said plan
         and if the Committee determines that the transferred account will not
         fail to satisfy Section 401(a) or 411(d)(6) of the Code. Any
         transferred account shall be subject to the provisions of this Plan;
         provided, however, that to the extent applicable, the vesting
         provisions of the transferor plan shall continue to apply. Nothing in
         this Section 3.7(a) shall be construed as eliminating or reducing an
         individual's "Section 411(d)(6) protected benefits," as defined in
         applicable treasury regulations, except to the extent permitted by such
         regulations, and the Plan shall be deemed to be amended as necessary to
         preserve the individual's Section 411(d)(6) protected benefits.

                  (b) If a Participant is transferred to employment with an
         Employer or Affiliate which is not eligible employment covered by the
         Plan, his participation in the Plan shall be suspended; provided,
         however, that during the period of his employment in such ineligible
         position:

                           (i) He shall cease to have any right to make
                  Contributions pursuant to Sections 4.2 and 4.3;

                           (ii) His Employer Matching Account and Profit Sharing
                  Account shall receive no Employer Matching Contribution or
                  Profit Sharing Contribution allocations under Section 4.1;

                           (iii) He shall continue to participate in income
                  allocations of the earnings and/or losses of the Trust Fund
                  pursuant to Section 5.3;

                           (iv) No distribution event shall be deemed to have
                  occurred under Section 6.2; and

                           (v) The loan privileges under Section 7.2 and the
                  provisions of Article VIII shall continue to apply.

                           In addition, the Committee may, at its discretion,
         authorize the transfer of his Accounts under this Plan to the Trust
         Fund funding the qualified defined contribution plan, if any, of the
         Affiliate to which the Participant was transferred. In such event, the
         provisions of the transferee plan shall govern.



                                     - 16 -
<PAGE>


                                   ARTICLE IV

                            CONTRIBUTIONS TO THE PLAN

         4.1 Employer Contributions. Participants shall be eligible for the
following Employer Contributions:

                  (a) Employer Matching Contributions. The Employer shall make
         an Employer Matching Contribution (subject to adjustment for
         limitations on annual additions as elsewhere specified in the Plan) in
         an amount in cash to be allocated under Article V to the Employer
         Matching Account of each Participant equal to 100% of the total of his
         Pre-Tax Matched Contribution and After-Tax Matched Contribution for
         each payroll period (not to exceed 6%).

                  (b) Profit Sharing Contributions: For any Plan Year, the
         Employer may, in its sole discretion, make a Profit Sharing
         Contribution or Contributions (subject to adjustments for forfeitures
         and limitations on annual additions as elsewhere specified in the Plan)
         as described in clause (i) and/or clause (ii) below, as follows:

                           (i) Annual Profit Sharing Contribution: For any Plan
                  Year, the Employer may, in its sole discretion, contribute to
                  the Trust Fund a discretionary Profit Sharing Contribution in
                  an amount, if any, necessary to result in a total allocation
                  under Article V to the Profit Sharing Accounts of
                  Participants:

                                    (A) who, as of the last day of the
                           applicable Plan Year, are in active Service;

                                    (B) whose Service terminates during the
                           applicable Plan Year other than due to death or
                           Disability and who, as of such termination date, are
                           age 55 or older with five years of Service; and

                                    (C) whose Service terminates during the
                           applicable Plan Year due to death or Disability;

                  equal to a percentage, not to exceed 3%, determined by the
                  Chairman of the Committee, in his sole discretion, of each
                  such eligible Participant's Compensation for such Plan Year
                  ("Annual Profit Sharing Contribution"). The Annual Profit
                  Sharing Contribution may be made in cash, Company Stock or a
                  combination of cash and Company Stock, as determined by the
                  Chairman of the Committee, in his sole discretion. Any Annual
                  Profit Sharing Contribution shall be communicated to eligible
                  Participants within 90 days following the close of the
                  applicable Plan Year, with such contribution to be made as
                  soon as administratively practicable on or after



                                     - 17 -
<PAGE>

                  the date of such communication, but in no event later than the
                  time prescribed by law for filing the federal income tax
                  return of the Company for the applicable Plan Year, including
                  any extension which has been granted for the filing of such
                  tax return.

                           (ii) Payroll Profit Sharing Contributions: For any
                  Plan Year, the Employer may, in its sole discretion,
                  contribute to the Trust Fund a discretionary Profit Sharing
                  Contribution in cash as soon as administratively practicable
                  on or after each payroll period during such Plan Year in an
                  amount to result in a total allocation under Article V to the
                  Profit Sharing Accounts of each Participant as of the last day
                  of each payroll period equal to a percentage of each such
                  Participant's eligible Compensation (as defined below) for
                  each such payroll period, as determined by the Chairman of the
                  Committee, in his sole discretion ("Payroll Profit Sharing
                  Contribution"). For any Plan Year in which the Payroll Profit
                  Sharing Contribution is elected to be made, Compensation for
                  such contributions shall be limited to the first $85,000 (or
                  such other amount determined by the Chairman of the Committee,
                  in his sole discretion) of Compensation for such Plan Year.
                  For the 2002 Plan Year, solely for purposes of determining the
                  foregoing Compensation limit (and not for contribution
                  purposes), all Compensation earned by an eligible Participant
                  for the 2002 Plan Year shall be included. Any Payroll Profit
                  Sharing Contribution shall be communicated to eligible
                  Participants prior to the first day of the applicable Plan
                  Year.


                  4.2 Pre-Tax Contributions: Each Participant who has elected to
defer a portion of his salary as a Pre-Tax Matched Contribution to the Plan,
pursuant to Section 3.4, shall defer as his Pre-Tax Matched Contribution to the
Trust Fund, in whole percentages, from 1% up to 6%, as he may designate, of his
Compensation for each payroll period. In addition, each Participant may also
elect to defer any whole percent above 6%, but not to exceed 10%, as he may
designate, of his Compensation as a Pre-Tax Unmatched Contribution.

                  Each Participant's Pre-Tax Matched Contribution and Pre-Tax
Unmatched Contribution, if any, shall be contributed to the Trust Fund by the
Employer as soon as practicable. A Participant's Pre-Tax Contributions under
this Plan and all other plans, contracts or arrangements of the Employer shall
not exceed a maximum dollar limitation provided under Code Section 402(g), as
adjusted by the Secretary of the Treasury or his delegate for cost-of-living
increases pursuant to Code Section 402(g). In the event a Participant's Pre-Tax
Contributions exceed the applicable limit described in the preceding sentence,
or in the event the Participant submits a written claim under the Plan, at the
time and in the manner prescribed by the Committee, specifying an amount of
Pre-Tax Contributions that will exceed the applicable limit of Section 402(g) of
the Code when added to the amounts deferred by the Participant in other plans or
arrangements, such excess (the "Excess Deferrals"), plus any income and minus
any loss allocable to such amount, shall be returned to the Participant by April
15 of the following year. Excess Deferrals shall be treated as Annual Additions
under Section 5.4 of the



                                     - 18 -
<PAGE>

Plan. Each Participant's Pre-Tax Contribution Account shall be fully vested and
non-forfeitable at all times.

                  When first electing to participate in the Plan, each
Participant shall give advance notification by electronic, telephonic, written
or other such manner as may be prescribed from time to time by the Committee, of
the amount he elects to defer as a Pre-Tax Matched Contribution and as a Pre-Tax
Unmatched Contribution. Each such election shall continue in effect during
subsequent Plan Years unless the Participant shall give timely notice of his
election to change or discontinue his Pre-Tax Matched Contribution or his
Pre-Tax Unmatched Contribution in accordance with procedures established from
time to time by the Committee.

                  A Participant may change the rate of his Pre-Tax Matched
Contribution and/or Pre-Tax Unmatched Contribution, with no restrictions on
frequency, by electronic, telephonic, written or other such manner as may be
prescribed from time to time by the Committee. A Participant may discontinue his
Pre-Tax Matched Contribution and/or Pre-Tax Unmatched Contribution, with no
restrictions on frequency, by electronic, telephonic, written or other such
manner as may be prescribed from time to time by the Committee. Any such change
or discontinuance in the rate of Pre-Tax Matched and/or Pre-Tax Unmatched
Contributions shall be effective as soon as reasonably practicable following
receipt of the change or discontinuance of elections.

                  4.3 After-Tax Contributions: Each Participant who has elected
to make a Pre-Tax Matched Contribution of less than 6% of his Compensation may
elect to make an After-Tax Matched Contribution to the Plan, pursuant to Section
3.4, in whole percentages, as he may designate, of his Compensation for each
payroll period, provided that the total of his Pre-Tax Matched Contribution, if
any, and his After-Tax Matched Contribution does not exceed 6% of his
Compensation for a payroll period. In addition, each Participant who has (i) not
elected to make a Pre-Tax Unmatched Contribution or (ii) elected to make a
Pre-Tax Unmatched Contribution of less than 10% of his Compensation for each
payroll period may elect to contribute to the Plan any whole percent, up to a
maximum of 10%, of his Compensation as an After-Tax Unmatched Contribution;
provided, however, that the total of his Pre-Tax Unmatched Contribution, if any,
and his After-Tax Unmatched Contribution does not exceed 10% of his Compensation
for a payroll period. Each Participant's After-Tax Matched Contribution and
After-Tax Unmatched Contribution, if any, shall be withheld from each of his
paychecks and contributed to the Trust Fund by the Employer as soon as
practicable. Each Participant's After-Tax Contribution Account shall be fully
vested and non-forfeitable at all times.

                  When first electing to participate in the Plan, each
Participant shall give advance notification by electronic, telephonic, written
or other such manner as may be prescribed from time to time by the Committee, of
the amount he elects to contribute as an After-Tax Matched Contribution and as
an After-Tax Unmatched Contribution. Each such election shall continue in effect
during subsequent Plan Years unless the Participant shall give timely notice of
his election to change or discontinue his After-Tax Matched Contribution or his
After-Tax Unmatched Contribution in accordance with procedures established from
time to time by the Committee.



                                     - 19 -
<PAGE>

                  A Participant may change the amount of his After-Tax Matched
Contribution and/or After-Tax Unmatched Contribution, with no restrictions on
frequency, by electronic, telephonic, written or other such manner as may be
prescribed from time to time by the Committee. A Participant may discontinue his
After-Tax Matched Contribution and/or After-Tax Unmatched Contribution, with no
restrictions on frequency, by electronic, telephonic, written or other such
manner as may be prescribed from time to time by the Committee. Any such change
or discontinuance in the amount of After-Tax Matched or Unmatched Contributions
shall be effective as soon as reasonably practicable following receipt of the
change or discontinuance of elections.

                  4.4 Actual Deferral Percentage: The Actual Deferral Percentage
for a specified group of Employees for a Plan Year shall be the average of the
ratios (calculated separately for each Employee in such group) of:

                  (a) the amount of Pre-Tax Contributions (i) allocated to each
         such Employee's Account under the Plan as of a date during the Plan
         Year, without contingency on future participation in the Plan or
         performance of future services, (ii) actually paid to the Plan on
         behalf of each such Employee for such Plan Year no later than the end
         of the 12-month period immediately following such Plan Year and (iii)
         that relates to Compensation that either would have been received by
         the Employee in such Plan Year (but for the deferral election) or is
         attributable to services performed by the Employee in the Plan Year and
         would have been received by the Employee within 2 1/2 months after the
         close of the Plan Year (but for the deferral election); over

                  (b) the Employee's Compensation (as defined in Treasury
         Regulation Section 1.414(s)-1(c)) for such Plan Year.

                  The Plan uses the Actual Deferral Percentage for Participants
who are Highly Compensated Employees (as defined in Section 4.5) for the current
Plan Year and the Actual Deferral Percentage for Participants who are non-Highly
Compensated Employees for the preceding Plan Year in performing the
nondiscrimination testing required under this Article IV. Notwithstanding any
provision in this Plan to the contrary, an Employer may, to the extent permitted
by the Code and applicable regulations, elect to include as Compensation pre-tax
contributions made under this Plan or any other plan of the Employer, and may
elect to exclude as Compensation any Compensation received by a Participant
during the Plan Year while such Participant was not eligible to be a Participant
in the Plan.

                  An eligible Employee for the purpose of computing the Actual
Deferral Percentage is defined in Treasury Regulation Section 1.401(k)-1(g)(4).
The Actual Deferral Percentage of an eligible Employee who makes no Pre-Tax
Contributions is zero. The individual ratios and Actual Deferral Percentages
shall be calculated to the nearest 1/100 of 1% of an Employee's Compensation.



                                     - 20 -
<PAGE>


                  4.5 Actual Deferral Percentage Limits: The Actual Deferral
Percentage for the eligible Highly Compensated Employees for any Plan Year shall
not exceed the greater of (a) or (b), as follows:

                  (a) the Actual Deferral Percentage of Compensation for the
         eligible non-Highly Compensated Employees times 1.25; or

                  (b) the lesser of (i) the Actual Deferral Percentage of
         Compensation for the eligible non-Highly Compensated Employees times
         2.0 or (ii) the Actual Deferral Percentage of Compensation for the
         eligible non-Highly Compensated Employees plus two percentage points.

"Highly Compensated Employee" shall mean any Employee and any employee of an
Affiliate who is a highly compensated employee under Section 414(q) of the Code,
including any Employee and any employee of an Affiliate who: (i) was a "5%
owner" (as defined in Code Section 416(i)) during the current Plan Year or prior
Plan Year; or (ii) received Compensation (as defined in Section 5.4(c)(6))
during the prior Plan Year in excess of $85,000, or such other amount as
determined by the Secretary of the Treasury or his delegate.

                  In determining an Employee's status as a Highly Compensated
Employee within the meaning of Section 414(q), the entities set forth in
Treasury Regulation Section 1.414(q)-1T Q&A-6(a)(1) through (4) must be taken
into account as a single employer. A former Employee shall be treated as a
Highly Compensated Employee if (1) such former Employee was a Highly Compensated
Employee when he separated from Service or (2) such former Employee was a Highly
Compensated Employee in Service at any time after attaining age 55.

                  The Actual Deferral Percentage for any Highly Compensated
Employee who is eligible to have deferred contributions allocated to his account
under one or more plans described in Section 401(k) of the Code that are
maintained by an Employer or an Affiliate in addition to this Plan shall be
determined as if all such contributions were made to this Plan. For purposes of
determining whether the Actual Deferral Percentage limits of this Section are
satisfied, all Pre-Tax Contributions that are made under two or more plans that
are aggregated for purposes of Code Section 401(a)(4) or 410(b) (other than Code
Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan, and if
two or more plans are permissively aggregated for purposes of Code Section
401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and
410(b) as though they were a single plan.

                  4.6 Reduction of Pre-Tax Contribution Rates by Leveling
Method: If, on the basis of the Pre-Tax Contribution rates elected by
Participants for any Plan Year, the Committee determines, in its sole
discretion, that neither of the tests contained in (a) or (b) of Section 4.5
will be satisfied, the Committee may reduce the Pre-Tax Contribution rate of any
Participant who is among the eligible Highly Compensated Employees to the extent
necessary to reduce the overall Actual Deferral Percentage for eligible Highly
Compensated Employees to a level which will satisfy either (a) or (b) of Section
4.5. The reductions in Pre-Tax Contribution rates shall be made in a manner so
that the Actual Deferral Percentage of the affected Participants who elected the
highest Actual Deferral Percentage shall be first lowered to the level of the
affected




                                     - 21 -
<PAGE>

Participants who elected the next to the highest Actual Deferral Percentage. If
further overall reductions are required to achieve compliance with (a) or (b) of
Section 4.5, both of the above-described groups of Participants will be lowered
to the level of Participants with the next highest Actual Deferral Percentage,
and so on, until sufficient total reductions in Pre-Tax Contribution rates have
occurred to achieve compliance with (a) or (b) of Section 4.5. The Committee
may, in its discretion, permit a Participant whose Pre-Tax Contributions are
reduced under this paragraph to contribute a like amount to his After-Tax
Contribution Account.

                  4.7 Increase in Pre-Tax Contribution Rates: If a Participant's
Pre-Tax Contribution is reduced below the level necessary to satisfy either (a)
or (b) of Section 4.5 for the Plan Year, such Participant may be eligible to
increase his Pre-Tax Contribution rate for the remainder of the Plan Year to a
level not in excess of that level which will satisfy the greater of (a) or (b)
of Section 4.5. Such an increase in the Pre-Tax Contribution rate shall be made
by Participants on a uniform and non-discriminatory basis, pursuant to such
rules and procedures as the Committee may prescribe.

                  4.8 Excess Pre-Tax Contributions: As soon as possible
following the end of the Plan Year, the Committee shall determine whether either
of the tests contained in Section 4.5 was satisfied as of the end of the Plan
Year, and any excess Pre-Tax Contributions, plus any income and minus any loss
attributable thereto, of those Participants who are among the Highly Compensated
Employees shall be distributed, first from Pre-Tax Unmatched Contributions (if
any) and then from Pre-Tax Matched Contributions, to such Participants in the
manner provided below based on the amount of Pre-Tax Contributions. In addition,
the Employer Contribution made with respect to such excess Pre-Tax Contributions
shall be forfeited and applied to reduce future Employer Contributions otherwise
required under Section 4.1. Such income shall include the allocable gain or loss
for the Plan Year only.

                  The amount of any excess Pre-Tax Contributions to be
distributed to a Participant shall be reduced by Excess Deferrals previously
distributed to him pursuant to Section 4.2 for the taxable year ending in the
same Plan Year. All excess Pre-Tax Contributions shall be returned to the
Participants no later than the last day of the following Plan Year. The excess
Pre-Tax Contributions, if any, of each Participant who is among the Highly
Compensated Employees shall be determined by computing the maximum Actual
Deferral Percentage which each such Participant may defer under (a) or (b) of
Section 4.5 and then reducing the Actual Deferral Percentage of some or all of
such Participants through the distribution of such excess Pre-Tax Contributions,
on the basis of the amount of Pre-Tax Contributions of such Participants, as
necessary to reduce the overall Actual Deferral Percentage for eligible
Participants who are among the Highly Compensated Employees to a level which
satisfies either (a) or (b) of Section 4.5, according to the following
procedures:

                  (a) the Pre-Tax Contributions of the Highly Compensated
         Employee or Employees with the highest dollar amount of Pre-Tax
         Contributions shall be reduced to equal the dollar amount of the
         Pre-Tax Contributions of the Highly Compensated Employee or Employees
         with the next highest dollar amount of Pre-Tax Contributions;



                                     - 22 -
<PAGE>

                  (b) the reduction amount determined in clause (a) shall be
         distributed to the Highly Compensated Employee or Employees who had the
         highest dollar amount of Pre-Tax Contributions prior to such reduction;
         and

                  (c) the procedures in clauses (a) and (b) shall be repeated
         until the total excess Pre-Tax Contributions are distributed and
         compliance is achieved with (a) or (b) of Section 4.5.

If these distributions are made, the Actual Deferral Percentage is treated as
meeting the nondiscrimination test of Section 401(k)(3) of the Code regardless
of whether the Actual Deferral Percentage, if recalculated after distributions,
would satisfy Section 401(k)(3) of the Code. The above procedures are used for
purposes of distributing excess Pre-Tax Contributions under Section
401(k)(8)(A)(i) of the Code. For purposes of Section 401(m)(9) of the Code, if a
corrective distribution of excess Pre-Tax Contributions has been made, the
Actual Deferral Percentage for Highly Compensated Employees is deemed to be the
largest amount permitted under Section 401(k)(3) of the Code.

                  The income or loss attributable to the Participant's excess
Pre-Tax Contributions for the Plan Year shall be determined by multiplying the
income or loss attributable to the Participant's Pre-Tax Contribution Account
balance for the Plan Year by a fraction, the numerator of which is the excess
Pre-Tax Contribution and the denominator of which is the Participant's total
Pre-Tax Contribution Account balance. Excess Pre-Tax Contributions shall be
treated as Annual Additions under Section 5.4 of the Plan.

                  4.9 Contribution Percentage: The Contribution Percentage for a
specified group of Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:

                  (a) the total of the Employer Matching Contributions and the
         After-Tax Contributions (the "Aggregate Contributions") paid under the
         Plan on behalf of each such Employee for such Plan Year; to

                  (b) the Employee's Compensation (as defined in Section
         4.4(b)).

                  The Plan uses the Contribution Percentage for Participants who
are Highly Compensated Employees for the current year and the Contribution
Percentage for Participants who are non-Highly Compensated Employees for the
preceding Plan Year in performing the non-discrimination testing required under
this Article IV. In computing the Contribution Percentage, the Employer may
elect to take into account After-Tax and Pre-Tax Contributions made under this
Plan or any other plan of the Employer to the extent that the following
requirements are satisfied:

                  (i) the amount of non-elective contributions, including those
         qualified non-elective contributions treated as Employer Matching
         Contributions for purposes of calculating the Contribution Percentage,
         satisfies the requirements of Section 401(a)(4) of the Code;



                                     - 23 -
<PAGE>

                  (ii) the amount of non-elective contributions, excluding those
         qualified non-elective contributions treated as Employer Matching
         Contributions for purposes of calculating the Contribution Percentage
         and those qualified non-elective contributions treated as elective
         contributions under Treasury Regulation Section 1.401(k)-1(b)(5) for
         purposes of calculating the Actual Deferral Percentage, satisfies the
         requirements of Section 401(a)(4) of the Code;

                  (iii) the elective contributions, including those treated as
         Employer Matching Contributions for purposes of calculating the
         Contribution Percentage, satisfy the requirements of Code Section
         401(k)(3);

                  (iv) the qualified non-elective contributions are allocated to
         the Employee under the Plan as of a date within the Plan Year and the
         elective contributions satisfy Treasury Regulation Section
         1.401(k)-1(b)(i) for the Plan Year; and, if applicable, the Plan and
         the plans to which the qualified non-elective contributions and
         elective contributions are made, are or could be aggregated for
         purposes of Code Section 410(b).

A Participant's Contribution Percentage shall be determined after determining
the Participant's Excess Deferrals, if any, pursuant to Section 4.2, and after
determining the Participant's excess Pre-Tax Contributions pursuant to Section
4.8.

                  An eligible Employee for purposes of computing the
Contribution Percentage is defined in Treasury Regulation Section
1.401(m)-1(f)(4). The Contribution Percentage will be zero for an eligible
Employee who received no allocation of Aggregate Contributions.

                  4.10 Contribution Percentage Limits: The Contribution
Percentage for the eligible Employees for any Plan Year who are Highly
Compensated Employees shall not exceed the greater of (a) or (b), as follows:

                  (a) the Contribution Percentage for the eligible Employees who
         are not Highly Compensated Employees times 1.25; or

                  (b) the lesser of (i) the Contribution Percentage for the
         eligible Employees who are not Highly Compensated Employees times 2.0
         or (ii) the Contribution Percentage for the eligible Employees who are
         not Highly Compensated Employees plus two percentage points.

                  The Contribution Percentage for any Highly Compensated
Employee for any Plan Year who is eligible to have matching employer
contributions made on his behalf or to make after-tax contributions under one or
more plans described in Section 401(a) of the Code that are



                                     - 24 -
<PAGE>

maintained by an Employer or an Affiliate in addition to this Plan shall be
determined as if all such contributions were made to this Plan.

                  In the event that this Plan must be combined with one or more
other plans in order to satisfy the requirements of Code Section 410(b), then
the Contribution Percentage shall be determined as if all such plans were a
single plan. If two or more plans are permissively aggregated for the purposes
of Code Section 410(b) (other than the average benefit percentage test), then
the Contribution Percentage shall be determined as if all such plans were a
single plan.

                  4.11 Treatment of Excess Aggregate Contributions: If neither
of the tests described above in Section 4.10 is satisfied with respect to the
Aggregate Contributions, the excess Aggregate Contributions, plus any income and
minus any loss attributable thereto, shall be forfeited or, if not forfeitable,
shall be distributed no later than the last day of the Plan Year following the
Plan Year in which such excess Aggregate Contributions were made. Such income
shall include the allocable gain or loss for the Plan Year only. The income or
loss attributable to the Participant's excess Aggregate Contributions for the
Plan Year shall be determined by multiplying the income or loss attributable to
the Participant's Account for the Plan Year by a fraction, the numerator of
which is the excess Aggregate Contribution, and the denominator of which is the
Participant's total Employer Matching and After-Tax Contribution Account
balances. Excess Aggregate Contributions shall be treated as Annual Additions
under Section 5.4 of the Plan.

                  The excess Aggregate Contributions, if any, of each
Participant who is among the Highly Compensated Employees shall be determined by
computing the maximum Contribution Percentage under (a) or (b) of Section 4.10
and then reducing the Contribution Percentage of some or all of such
Participants whose Contribution Percentage exceeds the maximum through the
distribution or forfeiture of the excess Aggregate Contributions, on the basis
of the amount of such excess contributions attributable to such Participants, as
necessary to reduce the overall Contribution Percentage for eligible
Participants who are among the Highly Compensated Employees to a level which
satisfies either (a) or (b) of Section 4.10, according to the following
procedures:

                  (a) the Aggregate Contributions of the Highly Compensated
         Employee or Employees with the highest dollar amount of such
         contributions shall be reduced to equal the dollar amount of the
         Aggregate Contributions of the Highly Compensated Employee or Employees
         with the next highest dollar amount of such contributions;

                  (b) the reduction amount determined in clause (a) shall be
         forfeited by or, if not forfeitable, distributed to the Highly
         Compensated Employee or Employees who had the highest dollar amount of
         Aggregate Contributions prior to such reduction; and

                  (c) the procedures in clauses (a) and (b) shall be repeated
         until the total excess Aggregate Contributions are forfeited and/or
         distributed and compliance is achieved with (a) or (b) of Section 4.10.


                                     - 25 -
<PAGE>

If these forfeitures and/or distributions are made, the Contribution Percentage
is treated as meeting the nondiscrimination test of Section 401(m)(2) of the
Code regardless of whether the Contribution Percentage, if recalculated after
such forfeitures and/or distributions would satisfy Section 401(m)(2) of the
Code. For purposes of Section 401(m)(9) of the Code, if a corrective
distribution of excess Aggregate Contributions has been made, the Contribution
Percentage for Highly Compensated Employees is deemed to be the largest amount
under Section 401(m)(2) of the Code.

                  4.12 Multiple Use of Alternative Limitation Shall Not Apply:
The multiple use test described in Treasury Regulation Section 1.401(m)- 2 shall
not apply for any Plan Year.

                  4.13 Employer Matching Contributions and Pre-Tax Contributions
to Be Tax Deductible: Employer Matching Contributions, Profit Sharing
Contributions and Pre-Tax Contributions shall not be made in excess of the
amount deductible under applicable federal law now or hereafter in effect
limiting the allowable deduction for contributions to profit-sharing plans.
Employer Matching Contributions, Profit Sharing Contributions and Pre-Tax
Contributions to this Plan when taken together with all other contributions made
by the Employer to other qualified retirement plans shall not exceed the maximum
amount deductible under Section 404 of the Code.

                  4.14 Maximum Allocations: Notwithstanding the above, the total
Annual Additions made to the Account of any Participant shall not exceed the
limits prescribed in Section 5.4.

                  4.15 Refunds to Employer: Once Contributions are made to the
Plan by the Employer on behalf of the Participants, they are not refundable to
the Employer unless a Contribution:

                  (a) was made by mistake of fact; or

                  (b) was made conditioned upon the contribution being allowed
         as a deduction and such deduction was disallowed.

Any Contribution made by the Employer during any Plan Year in excess of the
amount deductible or any Contribution attributable to a good faith mistake of
fact shall be refunded to the Employer. The amount which may be returned to the
Employer is the excess of the amount contributed over the amount that would have
been contributed had there not occurred a mistake of fact or the excess of the
amount contributed over the amount deductible, as applicable. A Contribution
made by reason of a mistake of fact may be refunded only within one year
following the date of payment. Any Contribution to be refunded because it was
not deductible under Section 404 of the Code may be refunded only within one
year following the date the deduction was disallowed. Earnings attributable to
any such excess Contribution may not be withdrawn, but losses attributable
thereto must reduce the amount to be returned. In no event may a refund be due
which would cause the Account balance of any Participant to be reduced to less
than the Participant's Account balance would have been had the mistaken amount,
or the amount determined to be non-deductible, not been contributed.



                                     - 26 -
<PAGE>

                  Moreover, the contributions of the Employer to the Plan for
all Plan Years shall be returned to the Employer within one year in the event
that the Commissioner of Internal Revenue initially fails to rule that the Plan
and Trust are qualified and tax-exempt within the meaning of Code Sections 401
and 501, but only if such application for the determination is made by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan was adopted or such later date as the Secretary of the Treasury may
prescribe.

                  4.16 Rollover Contributions: Notwithstanding any other
provision of the Plan, the Trustee shall be authorized to accept an "eligible
rollover distribution" within the meaning of Code Section 402(c)(4) from an
"eligible retirement plan" within the meaning of Code Section 402(c)(8)(B) on
behalf of, or from, a person who is (or who will be entitled under Section 3.1
to become) a Participant in this Plan, provided that such amounts contributed to
this Plan are amounts described in Section 402(c)(2), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii) or 457(e)(16) of the Code. Such a transferred distribution is
referred to herein as a "rollover contribution." The acceptance of rollover
contributions under this Section 4.16 shall be subject to the following
conditions:

                  (a) No rollover contribution shall be in an amount less than
         $500.

                  (b) Rollover contributions shall be in cash only.

                  (c) No rollover contribution may be transferred to the Plan
         without the prior approval of the Committee or its designee. The
         Committee shall develop such procedures and may require such
         information from an Employee desiring to make such a transfer as it
         deems necessary or desirable. The Committee may act in its sole
         discretion in determining whether to accept the transfer, and shall act
         in a uniform, non-discriminatory manner in this regard.

                  (d) Upon approval by the Committee or its designee, a rollover
         contribution shall be paid to the Trustee to be held in the Trust Fund.

                  (e) A separate Rollover Account shall be established and
         maintained for each Employee who has made a rollover contribution;
         provided, however, that the portion of such amounts contributed, if
         any, that are after-tax employee contributions not includable in gross
         income shall be accounted for separately, including separate accounting
         for the portion of such contribution that is includable in gross income
         and the portion that is not so includable. A Rollover Account shall
         share in the earnings and/or losses of the Trust Fund (and component
         Investment Funds in which such account may be invested) commencing on
         the Valuation Date coincident with or next following the date on which
         the transferred amount is placed in the Trust Fund. The Employee's
         interest in his Rollover Account shall be fully vested and
         non-forfeitable. If an Employee who is otherwise eligible to
         participate in the Plan but who has not yet begun participation under
         Section 3.1 of the Plan makes a rollover contribution to the Plan, his
         Rollover Account shall represent his sole interest in the Plan until he
         becomes a Participant.



                                     - 27 -
<PAGE>

                  (f) The Committee shall be entitled to rely on the
         representation of the Employee that the rollover contribution is an
         eligible rollover distribution. If, however, it is determined that a
         transfer received from or on behalf of a Employee failed to qualify as
         an eligible rollover distribution within the meaning of Code Section
         402(c)(4), then the balance in the Employee's Rollover Account
         attributable to the ineligible transfer shall, along with any earnings
         thereon, as soon as is administratively practicable, be:

                  (1) segregated from all other Plan assets;

                  (2) treated as a non-qualified trust established by and for
         the benefit of the Participant; and

                  (3) distributed to the Employee.

         Such an ineligible transfer shall be deemed never to have been a part
of the Plan or Trust.



                                     - 28 -
<PAGE>

                                    ARTICLE V

                             PARTICIPANTS' ACCOUNTS

                  5.1 Trust Accounts: The Committee shall create and maintain
adequate records to reflect all transactions of the Trust Fund and to disclose
the interest in the Trust Fund of each Participant (whether on active or
inactive status), former Participant and Beneficiary.

                  (a) Accounts: Accounts shall be maintained for each
         Participant as may be appropriate from time to time to reflect his
         interest in each Investment Fund in which he may be participating at
         any time as contemplated under Section 8.1. The interest in each
         available Investment Fund attributable to the Pre-Tax and/or After-Tax
         Contributions made by or on behalf of each Participant under the Plan
         shall be reflected in a Pre-Tax Contribution Account and/or an
         After-Tax Contribution Account for each Participant, respectively. The
         interest in each available Investment Fund of each Participant
         attributable to Employer Matching Contributions made to the Plan shall
         be reflected in an Employer Matching Account for each such Participant.
         The interest in each available Investment Fund of each Participant
         attributable to Profit Sharing Contributions made to the Plan shall be
         reflected in a Profit Sharing Account for each such Participant. The
         interest in the Investment Funds of each Participant attributable to
         any rollover contributions pursuant to Section 4.16 shall be reflected
         in a Rollover Account.

                           As applicable, the amounts in the REMA Plan "Pre-Tax
         Contribution Accounts," "After-Tax Contribution Accounts," "Matching
         Contribution Accounts," "Profit Sharing Contribution Accounts" and
         "Rollover Accounts" of REMA Plan Participants transferred to the Plan
         pursuant to the merger of the REMA Plan with and into the Plan shall be
         reflected in the Pre-Tax Contribution Accounts, After-Tax Contribution
         Accounts, Employer Matching Accounts, Profit Sharing Accounts and
         Rollover Accounts, respectively, for such Participants. With respect to
         RRI Employees whose "Pre-Tax Contribution Accounts," "After-Tax
         Contribution Accounts," "Employer Matching Accounts," "Prior Plan
         Accounts," "Profit Sharing Accounts" and "Rollover Accounts" under the
         REI Savings Plan are transferred to the Plan from the REI Savings Plan
         pursuant to a plan-to-plan transfer, the transferred balances of such
         accounts shall be reflected in the Pre-Tax Contribution Accounts,
         After-Tax Contribution Accounts, Employer Matching Accounts, Prior Plan
         Accounts, Profit Sharing Accounts and Rollover Accounts, respectively,
         for such Participants.

                  (b) Rights in Trust Fund: The maintenance of individual
         Accounts is only for accounting purposes, and a segregation of the
         assets of the Trust Fund to



                                     - 29 -
<PAGE>

each Account shall not be required. Distribution and withdrawals made from an
Account shall be charged to the Account as of the date paid.

                  5.2 Valuation of Trust Fund: A valuation of the Trust Fund
shall be made as of each Valuation Date of each Plan Year. For the purposes of
each such valuation, the assets of each Investment Fund shall be valued at their
respective current market values, and the amount of any obligations for which
the Investment Fund may be liable, as shown on the books of the Trustee, shall
be deducted from the total value of the assets. For the purposes of maintenance
of books of account in respect of properties comprising the Trust Fund, and of
making any such valuation, the Trustee shall account for the transactions of the
Trust Fund on an accrual basis. The current market value shall, for the purposes
hereof, be determined as follows:

                  (a) Where the properties are securities which are listed on a
         securities exchange, or which are actively traded over the counter, the
         value shall be the net asset value, if appropriate, otherwise the last
         recorded sales price. In the event transactions regarding such property
         are recorded over more than one such exchange, the Trustee may select
         the exchange to be used for purposes hereof. Recorded information
         regarding any such securities published in The Wall Street Journal or
         any other publication deemed appropriate may be relied upon by the
         Trustee. If no transactions involving any such securities have been
         recorded as of a particular Valuation Date, then such securities shall
         be valued as provided in paragraph (b) below.

                  (b) Where paragraph (a) hereof shall be inapplicable in the
         valuation of any properties, the Trustee shall obtain from at least two
         qualified persons an opinion as to the value of such properties as of
         the close of business on the particular Valuation Date. The average of
         such estimates shall be used.

                  5.3 Allocation to Accounts:

                  (a) Pre-Tax Contributions, After-Tax Contributions, Employer
         Matching Contributions and Profit Sharing Contributions:

                           (i) Pre-Tax Contributions and After-Tax Contributions
                  received in the Trust Fund shall be allocated and credited as
                  soon as practicable after the close of each applicable payroll
                  period to the respective Pre-Tax Contribution Accounts and
                  After-Tax Contribution Accounts of the Participants, and shall
                  be invested in the Investment Funds in accordance with the
                  Participants' instructions pursuant to Section 8.1.

                           (ii) Employer Matching Contributions pursuant to
                  Section 4.1 received in the Trust Fund shall be allocated and
                  credited as soon as practicable after the close of each
                  applicable payroll period to such Participants' Employer
                  Matching Accounts in accordance with Section 4.1



                                       30
<PAGE>

                  and shall be invested in the Investment Funds in accordance
                  with the Participants' instructions pursuant to Section 8.1.

                           (iii) Payroll Profit Sharing Contributions, if any,
                  under Section 4.1 received in the Trust Fund shall be
                  allocated and credited as soon as practicable after the close
                  of each applicable payroll period to the Profit Sharing
                  Accounts of the eligible Participants in an amount equal to
                  the percentage of each such Participant's eligible
                  Compensation for the applicable payroll period in accordance
                  with Section 4.1, and shall be invested in the Investment
                  Funds in accordance with the Participants' instructions
                  pursuant to Section 8.1.

                           (iv) An Annual Profit Sharing Contribution, if any,
                  under Section 4.1 received in the Trust Fund for a Plan Year
                  shall be allocated and credited as soon as practicable after
                  the end of the applicable Plan Year, but in no event later
                  than the time prescribed by law for the filing of the federal
                  income tax return for the Company for the applicable Plan
                  Year, including any extension which has been granted for the
                  filing of such tax return, to the Profit Sharing Accounts of
                  the eligible Participants in an amount equal to the ratio that
                  the sum of each such eligible Participant's Compensation for
                  that applicable Plan Year bears to the total Compensation for
                  all such eligible Participants for such applicable Plan Year,
                  and shall be invested (1) if made in cash, in the Investment
                  Funds in accordance with the Participants' instructions
                  pursuant to Section 8.1, and (2) if made in Company Stock, in
                  the Reliant Resources Common Stock Fund.

                  (b) Adjustment Procedures: The Accounts of Participants,
         former Participants and Beneficiaries shall be adjusted in accordance
         with the following:

                           (i) Earnings of the Investment Funds: The earnings
                  (or loss) of each Investment Fund since the preceding
                  Valuation Date (including the appreciation or depreciation in
                  value of the assets of the Investment Fund) shall be allocated
                  to the Accounts of Participants (other than a terminated
                  Participant's Accounts which have become current obligations
                  of the Investment Fund) in proportion to the balances in such
                  Accounts invested in such Investment Fund on the preceding
                  Valuation Date, but after first reducing each such Account
                  balance by any distribution from such Accounts since the
                  preceding Valuation Date.

                           (ii) Forfeitures: As of each Valuation Date, any
                  previously forfeited Account balances of previous Participants
                  who have unclaimed benefits, if any, in accordance with
                  Section 6.9, shall be used to reinstate such Accounts, reduce
                  Employer Contributions and/or to pay incident expenses of the
                  Plan.



                                       31
<PAGE>

                  5.4 Maximum Annual Additions: Notwithstanding anything
contained herein to the contrary, the total Annual Additions made to the Account
of a Participant for any Plan Year commencing on or after the Effective Date
shall be subject to the following limitations:

                  (a) Single Defined Contribution Plan

                  1. If an Employer does not maintain any other qualified plan,
         the amount of Annual Additions which may be allocated under this Plan
         on a Participant's behalf for a Limitation Year shall not exceed the
         lesser of the Maximum Permissible Amount or any other limitation
         contained in this Plan.

                  2. Prior to the determination of the Participant's actual
         Compensation for a Limitation Year, the Maximum Permissible Amount may
         be determined on the basis of the Participant's estimated annual
         Compensation for such Limitation Year. Such estimated annual
         Compensation shall be determined on a reasonable basis and shall be
         uniformly determined for all Participants similarly situated. Any
         Employer contributions (including allocation of forfeitures) based on
         estimated annual Compensation shall be reduced by any Excess Amounts
         carried over from prior years.

                  3. As soon as is administratively feasible after the end of
         the Limitation Year, the Maximum Permissible Amount for such Limitation
         Year shall be determined on the basis of the Participant's actual
         Compensation for such Limitation Year.

                  4. If there is an Excess Amount with respect to a Participant
         for the Limitation Year, such Excess Amount shall be disposed of as
         follows:

                           A. There shall first be returned to the Participant
                  his After-Tax Unmatched Contributions, as defined in Section
                  4.3, if any, attributable to that Limitation Year to the
                  extent such returned and reduced contributions would reduce
                  the Excess Amount. If any such Excess Amount shall then
                  remain, the Participant's Profit Sharing Contributions, as
                  defined in Section 4.1, if any, attributable to that
                  Limitation Year shall be released and allocated to a suspense
                  account in the manner set forth in Paragraph B below to the
                  extent such returned and reduced contributions would reduce
                  the Excess Amount. If any such Excess Amount shall then
                  remain, the Participant's Pre-Tax Unmatched Contributions, as
                  defined in Section 4.2, if any, attributable to that
                  Limitation Year shall be returned to the Participant to the
                  extent such returned contributions would reduce the Excess
                  Amount. If any such Excess Amount shall then remain, the
                  Participant's After-Tax Matched Contributions, as defined in
                  Section 4.3, if any, attributable to that Limitation Year
                  shall be returned to the Participant, and the Employer
                  Matching Contributions made with respect to said After-Tax
                  Matched Contributions shall be reduced and allocated to a
                  suspense account in the manner set forth in Paragraph B below,
                  both to



                                       32
<PAGE>

                  the extent such returned and reduced contributions would
                  reduce the Excess Amount. If any such Excess Amount shall then
                  remain, the Participant's Pre-Tax Matched Contributions, as
                  defined in Section 4.2, if any, attributable to that
                  Limitation Year shall be returned to the Participant, and the
                  Employer Matching Contributions made with respect to said
                  Pre-Tax Matched Contributions shall be reduced and allocated
                  to a suspense account in the manner set forth in Paragraph B
                  below, both to the extent such returned and reduced
                  contributions would reduce the Excess Amount. All such amounts
                  shall be adjusted for any income or loss allocated thereon.

                           B. The amount of the reduction of the Employer
                  Matching Contributions and/or Profit Sharing Contributions for
                  the Participant shall be reallocated out of the Employer
                  Matching Account or Profit Sharing Account, as applicable, of
                  such Participant and shall be held in a suspense account that
                  shall be applied as a part of (and to reduce to such extent
                  what would otherwise be) the Employer Matching Contributions
                  and/or Profit Sharing Contributions for all Participants
                  required to be made to the Plan during the next subsequent
                  calendar quarter or quarters. No portion of such Excess Amount
                  may be distributed to Participants or former Participants. If
                  a suspense account is in existence at any time during the
                  Limitation Year pursuant to this Paragraph B, such suspense
                  account shall participate in the allocation of investment
                  gains or losses of the Investment Fund such amounts are
                  invested in under the Trust.

                  (b) Two or More Defined Contribution Plans

                  1. If, in addition to this Plan, the Employer maintains any
         other qualified defined contribution plan, the amount of Annual
         Additions which may be allocated under this Plan on a Participant's
         behalf for a Limitation Year, shall not exceed the lesser of:

                           A. the Maximum Permissible Amount, reduced by the sum
                  of any Annual Additions allocated to the Participant's
                  accounts for the same Limitation Year under such other defined
                  contribution plan or plans; or

                           B. any other limitation contained in this Plan.

                  2. Prior to the determination of the Participant's actual
         Compensation for the Limitation Year, the amount referred to in
         paragraph 1.A. above may be determined on the basis of the
         Participant's estimated annual Compensation for such Limitation Year.
         Such estimated annual Compensation shall be determined on a reasonable
         basis and shall be uniformly determined for all Participants similarly
         situated. Any Employer Contribution (including allocation of
         forfeitures) based on estimated annual Compensation shall be reduced by
         any Excess Amounts carried over from prior years.



                                       33
<PAGE>

                  3. As soon as is administratively feasible after the end of
         the Limitation Year, the amounts referred to in paragraph 1.A. above
         shall be determined on the basis of the Participant's actual
         Compensation for such Limitation Year.

                  4. If a Participant's Annual Additions under this Plan and all
         such other defined contribution plans result in an Excess Amount, such
         Excess Amount shall be deemed to consist of the amounts last allocated.

                  5. If an Excess Amount was allocated to a Participant on an
         allocation date of this Plan which coincides with an allocation date of
         another plan, the Excess Amount attributed to this Plan will be the
         product of:

                           A. the total Excess Amount allocated as of such date
                  (including any amount which would have been allocated but for
                  the limitations of Section 415 of the Code); times

                           B. the ratio of (i) the amount allocated to the
                  Participant as of such date under this Plan divided by (ii)
                  the total amount allocated as of such date under all qualified
                  defined contribution plans (determined without regard to the
                  limitations of Section 415 of the Code).

                  6. Any Excess Amounts attributed to this Plan shall be
         disposed of as provided in paragraph (a) above.

                  (c) Definitions

                  1. Employer: The Employer that adopts this Plan. In the case
         of a group of employers which constitutes a controlled group of
         corporations (as defined in Section 414(b) of the Code as modified by
         Section 415(h)) or which constitutes trades and businesses (whether or
         not incorporated) which are under common control (as defined in Section
         414(c) as modified by Section 415(h)) or an affiliated service group
         (as defined in Section 414(m)), all such employers shall be considered
         a single Employer for purposes of applying the limitations of this
         Section.

                  2. Annual Additions: With respect to each Plan Year
         (Limitation Year), the total of the Employer Matching Contributions,
         Pre-Tax Contributions, After-Tax Contributions, Profit Sharing
         Contributions, forfeitures and amounts described in Sections 415(e)(1)
         and 419(d)(2) of the Code, which are allocated to the Participant's
         Account; excluding, however, any amounts contributed to reinstate an
         amount forfeited or an unclaimed benefit.

                  3. Excess Amount: The excess of the Participant's Annual
         Additions for the Limitation Year over the Maximum Permissible Amount.



                                       34
<PAGE>

                  4. Limitation Year: A 12 consecutive month period ending on
         December 31.

                  5. Maximum Permissible Amount: For a Limitation Year, the
         Maximum Permissible Amount with respect to any Participant shall be the
         lesser of:

                           A. $40,000, as adjusted by the Secretary of the
                  Treasury or his delegate pursuant to Code Section 415(d); or

                           B. 100% of the Participant's Compensation for the
                  Limitation Year.

                  6. Compensation: For purposes of applying the limitations of
         Code Section 415, Compensation shall include the Participant's wages,
         salaries, fees for professional service and other amounts received
         (without regard to whether or not an amount is paid in cash) for
         personal services actually rendered in the course of employment with an
         Employer maintaining the Plan to the extent that the amounts are
         includable in gross income (including, but not limited to, commissions
         paid to salesmen, compensation for services on the basis of a
         percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, reimbursements and expense allowances) and
         shall exclude the following:

                           A. (i) Contributions made by the Employer to a plan
                  of deferred compensation to the extent that, before the
                  application of the Code Section 415 limitations to the Plan,
                  the contributions are not includable in the gross income of
                  the Employee for the taxable year in which contributed, (ii)
                  Employer contributions made on behalf of an Employee to a
                  simplified employee pension plan described in Code Section
                  408(k) to the extent such contributions are excludable from
                  the Employee's gross income and (iii) any distributions from a
                  plan of deferred compensation regardless of whether such
                  amounts are includable in the gross income of the Employee
                  when distributed, except any amounts received by an Employee
                  pursuant to an unfunded non-qualified plan to the extent such
                  amounts are includable in the gross income of the Employee;

                           B. Amounts realized from the exercise of a
                  non-qualified stock option or when restricted stock (or
                  property) held by an Employee either becomes freely
                  transferable or is no longer subject to a substantial risk of
                  forfeiture;

                           C. Amounts realized from the sale, exchange or other
                  disposition of stock acquired under a qualified stock option;
                  and



                                       35
<PAGE>

                           D. Other amounts which receive special tax benefits,
                  such as premiums for group life insurance (but only to the
                  extent that the premiums are not includable in the gross
                  income of the Employee), or contributions made by the Employer
                  (whether or not under a salary reduction agreement) towards
                  the purchase of any annuity contract described in Code Section
                  403(b) (whether or not the contributions are excludable from
                  the gross income of the Employee).

                  For the purposes of this Section, Compensation shall include
         any and all items which may be included in Compensation under Code
         Section 415(c)(3)), including (i) any elective deferral (as defined in
         Code Section 402(g)(3) and (ii) any amount which is contributed or
         deferred by the Employer at the election of the Employee and which is
         not includable in the gross income of the Employee by reason of Code
         Section 125, 132(f)(4) or 457, but shall exclude amounts that would
         otherwise be excluded from an Employee's gross income by reason of the
         application of Code Section 402(h)(1)(B) and, in the case of Employer
         contributions made pursuant to a salary reduction agreement, Code
         Section 403(b). The foregoing notwithstanding, Compensation shall be
         limited to $200,000 (or such other amount provided under Code Section
         401(a)(17)), as adjusted for cost-of-living in accordance with Code
         Section 401(a)(17)(B).



                                       36
<PAGE>

                                   ARTICLE VI

                             PARTICIPANTS' BENEFITS


                  6.1 Interest in Account: A Participant's interest in the full
balance of his Pre-Tax Contribution Account, After-Tax Contribution Account,
Employer Matching Account, Profit Sharing Account and Rollover Account, as
applicable, shall be fully vested and non-forfeitable at all times.

                  6.2 Termination of Service: In the event of termination of
Service of a Participant for any reason, such Participant shall, subject to the
further provisions of the Plan, be entitled to receive 100% of the values in his
Accounts in accordance with Section 6.5. If a Participant satisfies the
definition of "Disability" under the Company's Long-Term Disability Plan and
commences to receive disability benefits thereunder, such Participant (a) to the
extent not vested, shall be fully vested in the entire amount of his Account as
of the date of the Disability and (b) shall be entitled to receive such amount
in accordance with Section 6.5. The determination of whether a Participant has
become "Disabled" under the Company's Long-Term Disability Plan by such
disability plan's administrator shall be final and binding on all parties
concerned.

                  6.3 Death of Participants: In the event of termination of a
Participant's Service due to his death or if a Participant's death occurs prior
to filing his written election to commence the payment of his benefit under the
Plan, after receipt by the Committee of acceptable proof of death, the entire
amount in the Account of such Participant shall be payable as follows:

                  (a) The Participant's Account shall be distributed to the
         Participant's surviving spouse, but if there is no surviving spouse, or
         if the surviving spouse has previously consented by a qualified
         election pursuant to Section 6.3(b), to the Beneficiary or
         Beneficiaries designated by the Participant in a written designation
         filed with his Employer. If no such designation shall have been so
         filed, or if no designated Beneficiary survives the Participant or can
         be located by the Committee, using reasonable diligence, within six
         months of the Participant's death, then such Participant's Account
         shall be distributed to the duly appointed and serving personal
         representative of the Participant's estate, but only if that personal
         representative can provide the Committee with what the Committee
         reasonably determines is satisfactory documentary proof of that
         appointment and of the personal representative's identity
         (collectively, "Documentary Proof"); if, within six months of the
         Participant's death, there is no duly appointed and serving personal
         representative of the Participant's estate who has provided the
         Committee with Documentary Proof, or if such decedent left no will,
         then such Participant's Account shall be distributed to the
         Participant's heirs at law, determined in accordance with the laws of
         intestate succession of the state in which the Participant was
         domiciled at the time of the Participant's death, provided that such
         heirs provide the Committee with what the Committee reasonably
         determines is satisfactory Documentary Proof of information the
         Committee believes it needs to make the distribution to such heirs. No



                                       37
<PAGE>

         designation of any Beneficiary other than the Participant's surviving
         spouse shall be effective unless in writing and received by the
         Participant's Employer and in no event shall it be effective as of the
         date prior to such receipt. The former spouse of a Participant shall be
         treated as a surviving spouse to the extent provided under a qualified
         domestic relations order as described in Section 414(p) of the Code.

                  (b) The Participant's spouse may waive the right to be the
         Participant's sole Beneficiary and consent to the Beneficiary
         designation made by the Participant. The waiver must be in writing and
         the spouse must acknowledge the effect of the waiver. The spouse's
         waiver must be witnessed by a Plan representative or a notary public.
         The Beneficiary designated by the Participant may not be changed
         without the spouse's consent, unless the consent of the spouse
         expressly permits designation of Beneficiaries by the Participant
         without any requirement of further consent by the spouse. The
         Participant may file a waiver without the spouse's consent if it is
         established to the satisfaction of the Committee that such written
         consent may not be obtained because there is no spouse or the spouse
         may not be located or because of such other circumstances as the
         Secretary of the Treasury may prescribe. Any consent under this Section
         6.3(b) will be valid only with respect to the spouse who signs the
         consent. Additionally, a revocation of a prior spousal waiver may be
         made by a Participant without the consent of the spouse at any time
         before the distribution of the Account. The number of revocations shall
         not be limited.

                  6.4 In-Service Distributions: Except to the extent that
distribution of a Participant's Account is required prior to termination of his
employment under Section 6.8 hereof (in the case of a Participant whose required
beginning date occurs prior to his termination of employment), under Section
10.5 hereof relating to termination of the Plan, or at the election of the
Participant under Article VII relating to certain withdrawals and loans, no
distribution or withdrawal of any benefits under the Plan shall be permitted
prior to the Participant's "severance from employment, death or disability"
within the meaning of Code Section 401(k) and the regulations thereunder other
than a distribution authorized under the Plan upon the occurrence of an event
described in, and made in accordance with, Code Section 401(k)(10) or any
successor provision of the Code.

                  6.5 Payments of Benefits: Upon a Participant's entitlement to
payment of benefits under Section 6.2, he shall file his written election on
such form or forms, and subject to such conditions, as the Committee shall
prescribe. His election shall specify whether he wishes payment of his benefits
to be made or commence as of such entitlement or to be deferred to the extent
provided below and subject to Section 6.8. If a payment becomes due for any
reason other than death and if the amounts due from the Participant's Accounts
are in excess of $5,000, payment of such amounts shall be deferred to the extent
provided below unless the Participant consents to earlier payment. Unless a
Participant elects otherwise, payment of his benefits under this Plan shall be
made or commence no later than the 60th day after the latest of the end of the
Plan Year in which (a) the Participant attains age 65, (b) occurs the tenth
anniversary of the year in which the Participant commenced participation in the
Plan or (c) the Participant's Service terminates. If the Participant so consents
to an earlier payment, such payment shall be made as




                                       38
<PAGE>

soon as practicable. Notwithstanding any other provision of this Section 6.5 or
the Plan to the contrary, if the amounts due from the Participant's Accounts do
not exceed $5,000, payment of such amounts shall automatically be made in a
lump-sum payment as soon as administratively practicable following termination
of Service for any reason.

                  In the case of a distribution under Section 6.3 on account of
the Participant's death, the Committee shall pay the entire amount in the
Participant's Accounts to the party or parties entitled thereto under Section
6.3 in a lump-sum distribution in cash or, if timely elected by such party or
parties, all or a portion in kind in whole shares of Company Stock held in an
Account invested in the Reliant Resource Common Stock Fund, and, if applicable,
CenterPoint Common Stock held in an Account invested in the CenterPoint Common
Stock Fund (with any partial shares paid in cash), within five years after the
death of such Participant.

                  Subject to the requirements of Section 6.8 and except as
otherwise provided in this Section 6.5, any distribution to be made to a
Participant under the provisions of this Article VI following his termination of
employment shall be made or commence as soon as administratively practicable
after the Participant files his written election, in the form and manner
prescribed by the Committee, to receive the amounts in his Accounts, with such
amounts to be paid in one of the following methods:

                           (i) Lump-Sum Distributions: As a lump-sum
                  distribution in cash, provided that no lump-sum distribution
                  may be paid to the Participant unless he has elected such
                  distribution on an election form prescribed by the Committee.

                           (ii) Installment Payments: As monthly, quarterly,
                  semi-annual or annual installment payments over a specified
                  term of 10 years or less, as elected by the Participant, in
                  cash ("Installment Payments"), provided that no Installment
                  Payments may be paid to the Participant unless he has elected
                  such payments on an election form prescribed by the Committee,
                  with such Installment Payments continuing to the Participant's
                  Beneficiary designated on such election form (or his
                  Beneficiary under the Plan in lieu of a valid election form
                  designation) if the Participant's death occurs during the term
                  of the Installment Payments. After Installment Payments
                  commence, the Participant (or his Beneficiary, as provided
                  above in the event of the Participant's death) shall have the
                  right at any time to convert the remaining balance of his
                  Account to a lump-sum distribution.

                           (iii) In-Kind Distributions: As a distribution in
                  kind of the shares held for his Account in the Reliant
                  Resources Common Stock Fund and/or CenterPoint Common Stock
                  Fund (collectively, "Common Stock Funds"), as described below.
                  A Participant may elect to receive any percentage, up to 100%,
                  of the portion of his Accounts in the Common Stock Funds in
                  whole shares of Company Stock and/or CenterPoint Common Stock
                  as a lump-sum distribution in whole shares, with any



                                       39
<PAGE>

                  remaining Common Stock Fund balances and any other Investment
                  Fund balances distributed in cash as a lump-sum distribution
                  or as Installment Payments, as elected by the Participant. If
                  a Participant elects to receive the entire portion of his
                  Accounts in the Common Stock Funds in whole shares of Company
                  Stock and/or CenterPoint Common Stock, such Participant shall
                  be entitled to receive a number of whole shares of Company
                  Stock and/or CenterPoint Common Stock, plus the cash value of
                  any partial shares of Company Stock and/or CenterPoint Common
                  Stock, necessary to equal the sum of the value in the Common
                  Stock Funds held in his Accounts as of the Valuation Date
                  specified in Section 6.7. If a Participant elects to receive a
                  percentage which is less than 100% of the portion of his
                  Accounts in the Common Stock Fund, in whole shares of Company
                  Stock and/or CenterPoint Common Stock, then the result
                  obtained from the preceding formula shall be multiplied by
                  such percentage to obtain the number of whole shares of
                  Company Stock and/or CenterPoint Common Stock and cash for
                  partial shares of Company Stock and/or CenterPoint Common
                  Stock to be distributed to such Participant. The foregoing not
                  withstanding, an in-kind distribution may not be paid to the
                  Participant unless he has elected such distribution on an
                  election form prescribed by the Committee.

                  All amounts attributable to (i) any excess of the values
         attributable to the interest in his Accounts that are invested in the
         Common Stock Funds, over the interest therein provided to be
         distributed to him in kind, plus (ii) any interest of such Participant
         in his Accounts in any other Investment Fund, with the exception of the
         Common Stock Funds, shall be distributed in cash.

                  6.6 Payment of Distribution Directly to Eligible Retirement
Plan:

                  (a) Notwithstanding any provision of the Plan to the contrary
         that would otherwise limit a Distributee's election under this Section
         6.6, a Distributee may elect, at the time and in the manner prescribed
         by the Committee, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by
         the Distributee in a Direct Rollover.

                  (b) The terms used in Section 6.6(a) above shall have the
         following meanings:

                           (i) Eligible Rollover Distribution: An Eligible
                  Rollover Distribution is any distribution of all or any
                  portion of the balance to the credit of the Distributee,
                  except that an Eligible Rollover Distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated



                                       40
<PAGE>

                  Beneficiary, or for a specified period of 10 years or more;
                  any distribution to the extent that such distribution is
                  required under Section 401(a)(9) of the Code; any hardship
                  distribution made under Section 401(k)(2)(B)(i)(IV) of the
                  Code; and the portion of any distribution that is not
                  includable in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  employer securities).

                           (ii) Eligible Retirement Plan: An Eligible Retirement
                  Plan is an individual retirement account described in Section
                  408(a) of the Code, an individual retirement annuity described
                  in Section 408(b) of the Code (other than an endowment
                  contract), an annuity plan described in Section 403(a) of the
                  Code, an eligible deferred compensation plan described in
                  Section 457(b) of the Code which is maintained by an eligible
                  employer described in Code Section 457(e)(1)(A), an annuity
                  contract described in Section 403(b) of the Code, or a
                  qualified trust described in Section 401(a) of the Code that
                  accepts the Distributee's Eligible Rollover Distribution.

                           (iii) Distributee: A Distributee includes an Employee
                  or former Employee. In addition, the Employee's or former
                  Employee's surviving spouse and the Employee's or former
                  Employee's spouse or former spouse who is the alternate payee
                  under a qualified domestic relations order, as defined in
                  Section 414(p) of the Code, are Distributees with regard to
                  the interest of the spouse or former spouse.

                           (iv) Direct Rollover: A Direct Rollover is a payment
                  by the Plan to an Eligible Retirement Plan specified by the
                  Distributee.

                  (c) In the event that a Distributee, after receiving the
         explanation required by Section 402(f) of the Code, does not
         affirmatively elect a Direct Rollover under Section 6.6(a) above, the
         Distributee shall be deemed to have elected not to have any portion of
         the Eligible Rollover Distribution paid directly to an Eligible
         Retirement Plan.

                  (d) Notwithstanding any provisions of this Section to the
         contrary, a Distributee may not elect a Direct Rollover with respect to
         Eligible Rollover Distributions under this Plan which are reasonably
         expected to total less than $200 during any calendar year.

                  6.7 Participation Rights Determined as of Valuation Date
Coinciding With or Preceding Termination of Employment: In the case of any
Participant whose employment shall be terminated for any reason, no further
credits or charges arising from any source shall be made to the Accounts of any
such terminating Participant after the credits or charges made as of the
Valuation Date coinciding with or immediately preceding his termination of
employment, except for:



                                       41
<PAGE>

                  (a) Pre-Tax Contributions, After-Tax Contributions, Profit
         Sharing Contributions, and Employer Matching Contributions made
         subsequent to such Valuation Date;

                  (b) Withdrawals or distributions made subsequent to such
         Valuation Date; or

                  (c) In the case of a delayed distribution pursuant to a
         Participant's election as provided in Section 6.5, such subsequent
         adjustments to the values in the Accounts of such Participant up to the
         Valuation Date coinciding with or preceding the receipt of the
         Participant's election for distribution.


                  6.8 Required Minimum Distributions: Notwithstanding any
provision of this Plan to the contrary, for a Participant attaining age 70 1/2,
any benefits to which a Participant is entitled shall commence not later than
the April 1 following the later of (i) the calendar year in which the
Participant attains age 70 1/2 or (ii) the calendar year in which the
Participant's employment terminates (provided, however, that clause (ii) of this
sentence shall not apply in the case of a Participant who is a "5% owner" (as
defined in Section 416 of the Code) with respect to the Plan Year ending in the
calendar year in which such Participant attains age 70 1/2). Distributions under
this Section 6.8 shall be at least equal to the required minimum distributions
under Section 401(a)(9) of the Code; provided, however, that any installment
distributions pursuant to this Section 6.8 for Participants who have not
terminated employment shall be made over a period not to exceed 10 years.

                  The Plan will apply the minimum distribution requirements of
Section 401(a)(9) of the Code in accordance with the regulations under Section
401(a)(9) that were proposed on January 17, 2001 until the end of the last
calendar year beginning before the effective date of final regulations under
Code Section 401(a)(9) or such other date as may be specified in guidance
published by the Internal Revenue Service.

                  6.9 Unclaimed Benefits: If at, after or during the time when a
benefit hereunder is payable to any Participant, Beneficiary or other
distributee, the Committee, upon request of the Trustee, or at its own instance,
shall mail by registered or certified mail to such distributee, at his last
known address, a written demand for his present address or for satisfactory
evidence of his continued life, or both, and if such distributee shall fail to
furnish the same to the Committee within two years from mailing of such demand,
then the Committee may, in its sole discretion, determine that such Participant,
Beneficiary or other distributee has forfeited his right to such benefit and may
declare such benefit, or any unpaid portion thereof, terminated, as if the death
of the distributee (with no surviving Beneficiary) had occurred on the later of
the date of the last payment made thereon, or the date such Participant,
Beneficiary or other distributee first became entitled to receive benefit
payments. Any such forfeited benefit shall be applied as a part of (and to
reduce to such extent) the Employer Contributions required to be made next
following the date such forfeiture is declared to be forfeited by the Committee.
Notwithstanding the provisions of this Section 6.9, any such forfeited benefit
shall be reinstated if a claim for the same is made by



                                       42
<PAGE>

the Participant, Beneficiary or other distributee at any time thereafter. The
reinstatement shall be made by a mandatory contribution by the Company,
allocated solely to such reinstatement.

                  6.10 Optional Forms of Benefits: Notwithstanding anything in
the Plan to the contrary, all optional forms of benefits which are "Section
411(d)(6) protected benefits," as described in Treasury Regulations Section
1.411(d)-4, shall continue to be optional forms of benefits for Participants to
whom the optional forms apply, notwithstanding any subsequent amendment of the
Plan purporting to revise or delete any such optional form of benefit and
notwithstanding any contrary provision of this Article VI or Article VII, unless
otherwise permitted by applicable law.



                                       43
<PAGE>

                                   ARTICLE VII

                              WITHDRAWALS AND LOANS

                  7.1 Account Withdrawals: Participants may request the
following in-service withdrawals, subject to the requirements set forth herein:

                  (a) Age 59 1/2 Withdrawals. Subject to subsection (e) below, a
         Participant who has attained age 59 1/2 or older may withdraw all or
         any portion of his Pre-Tax Contribution Account, After-Tax Contribution
         Account, Employee Matching Account, and Rollover Account, provided that
         the minimum withdrawal amount shall be the lesser of $500 or the total
         of the Account balances available for withdrawal, with such balances
         determined as of the Valuation Date immediately preceding the
         withdrawal distribution date. To obtain an age 59 1/2 withdrawal under
         this subsection (a), the Participant must submit a request to the
         Committee or its designee in the manner and form approved by the
         Committee. Amounts withdrawn under this subsection (a) shall be charged
         to, and withdrawn from, a Participant's Accounts, to the extent
         applicable, in the following order: (i) Pre-Tax Unmatched Contributions
         (and earnings thereon) and then Pre-Tax Matched Contributions (and
         earnings thereon) in the Pre-Tax Contribution Account; (ii) taxable
         contributions (and earnings thereon) in the Rollover Account; (iii) the
         Prior Plan Account; (iv) After-Tax Unmatched Contributions (and
         earnings thereon) and then After-Tax Matched Contributions (and
         earnings thereon) in the After-Tax Contribution Account; (v) the
         Employer Matching Account; (vi) Payroll Profit Sharing Contributions
         (and earnings thereon) and then Annual Profit Sharing Contributions
         (and earnings thereon); and (vii) after-tax contributions (and earning
         thereon) in the Rollover Account.

                  (b) After-Tax Contribution Account Withdrawals. Subject to
         subsection (e) below, a Participant who has made After-Tax
         Contributions to the Plan may withdraw all or any portion of the
         balance of his After-Tax Contribution Account, provided that the
         minimum withdrawal amount shall be the lesser of $500 or the entire
         balance of such Account available for withdrawal, with such balance
         determined as of the Valuation Date immediately preceding the
         withdrawal distribution date. To obtain a withdrawal under this
         subsection (b), a Participant must submit a request to the Committee or
         its designee in the manner and form approved by the Committee.
         After-Tax Contributions withdrawn under this subsection (b) shall be
         charged to, and withdrawn from, to the extent applicable, first,
         After-Tax Unmatched Contributions (including earnings thereon), and
         second, After-Tax Matched Contributions (including earnings thereon).

                  (c) Prior Plan Account Withdrawals. Subject to subsection (e)
         below, a Participant who has a Prior Plan Account may withdraw all or
         any portion of the balance of his Prior Plan Account, provided that the
         minimum withdrawal amount



                                       44
<PAGE>

         shall be the lesser of $500 or the entire balance of such Account
         available for withdrawal, with such balance determined as of the
         Valuation Date immediately preceding the withdrawal distribution date.
         To obtain a withdrawal under this subsection (c), a Participant must
         submit a request to the Committee or its designee in the manner and
         form approved by the Committee.

                  (d) Rollover Account Withdrawals. Subject to subsection (e)
         below, a Participant who has made rollover contributions to the Plan
         may withdraw all or any portion of the balance of his Rollover Account,
         provided that the minimum withdrawal amount shall be the lesser of $500
         or the entire balance of such Account available for withdrawal, with
         such balance determined as of the Valuation Date immediately preceding
         the withdrawal distribution date. To obtain a withdrawal under this
         subsection (d), a Participant must submit a request to the Committee or
         its designee in the manner and form approved by the Committee.

                  (e) Conditions of Withdrawals. There is no limit to the number
         of withdrawals a Participant may make under this Section. A Participant
         who is under the age of 59 1/2 and who has less than five years of
         Service at the time he elects to withdraw all or a portion of his
         After-Tax Matched Contributions shall be suspended from participation
         in the Plan from the date of the distribution of the withdrawal amount
         until the date following six (6) full months from the date of such
         withdrawal, provided the Committee or its agent has received prior to
         such date the Participant's election (in the form and manner prescribed
         in Section 3.4 hereof) to recommence participation after such
         suspension period.

                  7.2 Loans: Any Participant who is an Employee (including any
such Participant on an Authorized Absence) may make application to borrow from
his Accounts in the Trust Fund. In addition to Participants who are Employees
(including any such Participant on an Authorized Absence), loans shall be
available to any former Participant or any Beneficiary or "alternate payee" with
respect to a former Participant, but, if and only if, such person is a "party in
interest" with respect to the Plan within the meaning of ERISA Section 3(14) and
who must be eligible to obtain a Plan loan in order for exemptions set forth in
Department of Labor Regulation Section 2550.408b-1 to apply to the Plan (herein,
together with Participants who are Employees and those on Authorized Absence,
collectively referred to as "Borrower"). Upon receipt of a loan application from
a Borrower, the Committee may in its discretion direct the Trustee to make a
loan to such Borrower. Such loans shall be granted in a uniform and
non-discriminatory manner pursuant to the terms and conditions of a written loan
procedure that shall be established by the Committee and subject to amendment
from time to time and at any time by the Committee, with such written procedure
hereby incorporated by reference as a part of the Plan. The amount of the loan
when added to the amount of any outstanding loan or loans to the Borrower from
any other plan of the Employer or an Affiliate which is qualified under Code
Section 401(a) shall not exceed the lesser of (i) $50,000, reduced by the
excess, if any, of the highest outstanding balance of loans from all such plans
during the one-year period ending on the day before the date on which such loan
was made over the outstanding balance of loans from the Plan on the date on
which such loan was made or (ii) 50% of the present value of Borrower's Account
balances under the Plan.


                                       45
<PAGE>


                                  ARTICLE VIII

                              INVESTMENT DIRECTIONS

                  8.1 Investment of Trust Fund: Except as provided in Article
VII with respect to Plan loans and as otherwise provided below, the Trustee
shall divide the Trust Fund into the Reliant Resources Common Stock Fund,
CenterPoint Common Stock Fund, and such other Investment Funds as may be
selected from time to time by the Committee, in accordance with the directions
of the Participant and following such rules and procedures prescribed by the
Committee. Notwithstanding any provision in this Section 8.1 to the contrary, a
Participant may not direct the investment of amounts in his Profit Sharing
Account that were contributed in the form of Company Stock, into any Investment
Fund other than the Reliant Resources Common Stock Fund until such Participant
attains age 55 or older. Moreover, notwithstanding any provision in this Section
8.1 to the contrary, no Contributions, transfers or balances in Rollover
Accounts shall be invested in the CenterPoint Common Stock Fund.

                  The Committee from time to time may revise the number and type
of Investment Funds. Subject to such rules and procedures adopted by the
Committee, each Participant shall have the right to direct the Committee or any
agent appointed by the Committee to administer the investment of the Trust Fund
to instruct the Trustee to invest his (a) Pre-Tax Contributions, (b) After-Tax
Contributions, (c) Employer Matching Contributions, (d) Profit Sharing
Contributions paid in cash and, if age 55 or older, paid in Company Stock, (e)
Prior Plan Account and (f) Rollover Account, and the earnings and accretions
thereon, in any whole percentages totaling 100% among the Investment Funds
(other than the CenterPoint Common Stock Fund).

                  With no restrictions on frequency (subject to prospectus
guidelines), each Participant may, by electronic, telephonic, written or other
such manner as may be prescribed from time to time by the Committee and subject
to any restrictions or conditions that may be established by the Committee,
direct (1) the investment of his future (i) After-Tax Contributions, (ii)
Pre-Tax Contributions, (iii) Employer Matching Contributions, and (iv) Profit
Sharing Contributions paid in cash, and (2) the transfer of the current values
in his (i) After-Tax Contribution Account, (ii) Pre-Tax Contribution Account,
(iii) Employer Matching Account, (iv) Profit Sharing Account that were
contributed in cash or, if age 55 or older, contributed in Company Stock, (v)
Prior Plan Account and/or (vi) Rollover Account among the various Investment
Funds (other than the CenterPoint Common Stock Fund) in any whole percentages
totaling 100%. Any such change in Investment Funds shall be effective as soon as
reasonably practicable following receipt of the change of Investment Funds, but
in no event shall such change be effective earlier than the close of business on
the Valuation Date on which such change is received. If a Participant fails to
make a proper designation, then his Account shall be invested as soon as
administratively feasible in the Investment Fund or Funds specified by the
Committee from time to time in a uniform and nondiscriminatory manner.

                  To the extent applicable, with no restrictions on frequency,
by electronic, telephonic, written or other such manner as may be prescribed
from time to time by the Committee and subject to any restrictions or conditions
that may be established by the



                                       46
<PAGE>

Committee, direct that any portion of his Account invested in the CenterPoint
Common Stock Fund be transferred among the other available Investment Funds. Any
such transfer shall be irrevocable and the transferred amounts may not at any
time be subsequently reinvested in the CenterPoint Common Stock Fund.

                  Except as otherwise expressly provided herein, interest,
dividends and other income and all profits and gains produced by each Investment
Fund shall be paid in such Investment Fund, and such interest, dividends and
other income, and profits or gains without distinction between principal and
income, shall be invested and reinvested, but only in property of the class
hereinabove specified for the particular Investment Fund. The foregoing
notwithstanding, any interest, dividends or other income produced, or profits or
gains realized, by the CenterPoint Common Stock Fund shall be paid to and
invested in the other Investment Funds in accordance with a Participant's
investment fund direction in effect as of such payment date. All purchases of
Company Stock shall be made at prices which, in the judgment of the Trustee, do
not exceed the fair market value of such Company Stock. Pending such investment
or application of cash, the Trustee may retain cash uninvested without liability
for interest if it is prudent to do so, or may invest all or any part thereof in
Treasury Bills, commercial paper, or like holdings.

                  8.2 Voting of Company Stock and CenterPoint Common Stock;
Exercise of Other Rights:

                  (a) Voting rights with respect to shares of Company Stock in
         the Reliant Resources Common Stock Fund and CenterPoint Common Stock in
         the CenterPoint Common Stock Fund allocated to the Accounts of
         Participants shall be voted by the Trustee in such manner as may be
         directed by the respective Participants, with fractional shares being
         voted on a combined basis to the extent possible to reflect the
         direction of the voting Participants. The Trustee shall vote shares of
         Company Stock and CenterPoint Common Stock, as applicable, for which
         they have not received direction in the same proportion as directed
         shares are voted, giving effect to all affirmative directions by
         Participants, including directions to vote for or against, to abstain
         or to withhold the vote, and the Trustee shall have no discretion in
         such matter unless the Trustee determines that to do so would be
         inconsistent with the provisions of Title I of ERISA.

                  (b) In the event that there is a tender offer or exchange
         offer for outstanding shares of Company Stock or CenterPoint Common
         Stock, rights with respect to the tender offer or exchange offer shall
         be as with respect to voting rights described in Section 8.2(a) above.
         If the Trustee shall not receive timely instruction from a Participant
         as to the manner in which to respond to such a tender offer, the
         Trustee shall not tender or exchange any shares of Company Stock or
         CenterPoint Common Stock with respect to which such Participant has the
         right to direction, and the Trustee shall have no discretion in such
         matter unless the Trustee determines that to do so would be
         inconsistent with the provisions of Title I of ERISA. With respect to
         fractional shares of Company



                                       47
<PAGE>

         Stock or CenterPoint Common Stock allocated to the Accounts, voting
         rights and rights to tender or exchange in connection with a tender
         offer or exchange offer for the shares of Company Stock or CenterPoint
         Common Stock, as applicable, shall be exercised by the Trustee in the
         same proportion as they vote, tender or exchange shares of Company
         Stock or CenterPoint Common Stock with respect to shares allocated to
         the Accounts, and the Trustee shall have no discretion in such matter
         unless the Trustee determines that to do so would be inconsistent with
         the provisions of Title I of ERISA.

                  (c) Solicitation of exercise of Participants' voting rights by
         management of the Company and others under a proxy or consent provision
         applicable to all holders of Company Stock shall be permitted.
         Solicitation of exercise of Participant tender or exchange offer rights
         by management of the Company and others shall be permitted. The Trustee
         shall notify Participants of each occasion for the exercise of voting
         rights or rights with respect to a tender offer or exchange offer
         within a reasonable time before such rights are to be exercised. Such
         notification shall include all information distributed to shareholders
         by the Company regarding the exercise of such rights. Copies of Company
         written communications to Participants relating to each opportunity for
         Participant exercise of rights under this Section 8.2 shall be promptly
         furnished to the Trustee. The instructions received by the Trustee from
         Participants shall be held by the Trustee in confidence and shall not
         be divulged or released to any person, including the Committee or
         officers or employees of the Company or its Affiliates.


                                       48
<PAGE>


                                   ARTICLE IX

                         TRUST AGREEMENT AND TRUST FUND

                  9.1 Trust Agreement: As part of the Plan, the Company has
entered into the Trust Agreement with the Trustee. The provisions of such Trust
Agreement are herein incorporated by reference as fully as if set out herein,
and the assets held under said Trust Agreement on behalf of this Plan shall
constitute the Trust Fund.

                  9.2 Benefits Paid Solely From Trust Fund: All of the benefits
provided to be paid under Article VI hereof shall be paid by the Trustee out of
the Trust Fund to be administered under such Trust Agreement. Neither the
Employer nor the Trustee shall be responsible or liable in any manner for
payment of any such benefits, and all Participants hereunder shall look solely
to such Trust Fund and to the adequacy thereof for the payment of any such
benefits of any nature or kind which may at any time be payable hereunder.

                  9.3 Committee Directions to Trustee: The Trustee shall make
only such payments out of the Trust Fund as may be directed by the Committee.
The Trustee shall not be required to determine or make any investigation to
determine the identity or mailing address of any person entitled to any payments
out of the Trust Fund and shall have discharged its obligation in that respect
when it shall have sent checks or other papers by ordinary mail to such persons
and addresses as may be certified to it by the Committee.

                  9.4 Trustee's Reliance on Committee Instructions: In any case
where the Trustee shall be required hereunder to act upon instructions to be
received from the Committee, the Trustee shall be protected in relying on any
such instructions which shall be in writing and signed by any member of, or
Secretary of, the Committee, and the Trustee shall be protected in relying upon
the authority to act of any person certified to it by the Company as a member
of, or Secretary of, the Committee until a successor to any such person shall be
certified to the Trustee by the Company.

                  9.5 Authority of Trustee in Absence of Instructions From the
Committee: If at any time the Committee shall be incapable for any reason of
giving any directions, instructions or authorizations to the Trustee as are
herein provided for and as may be required incidental to the administration of
this Plan, the Trustee may act and shall be completely protected and without
liability in so acting without such directions, instructions and authorizations
as it in its sole discretion deems appropriate and advisable under the
circumstances for the carrying out of the provisions of this Plan. In the event
of termination of this Plan for any reason, the Committee shall be authorized to
give all such instructions to the Trustee, and the Trustee shall be protected in
relying on all such instructions, as may be necessary to make payment to any
persons then interested in the Trust Fund of all such amounts as are specified
herein to be paid under Section 10.5 hereof upon the termination of this Plan
and the Trust Agreement.



                                       49
<PAGE>

                  9.6 Compliance with Exchange Act Rule 10(b)(18): At any time
that the Trustee makes open market purchases of Company Stock, the Trustee will
either (i) be an "agent independent of the issuer" as that term is defined in
Rule 10(b)(18) promulgated pursuant to the Securities and Exchange Act of 1934,
as amended (the "Exchange Act") or (ii) make such open market purchases in
accordance with the provisions, and subject to the restrictions, of Rule
10(b)(18) of the Exchange Act.



                                       50
<PAGE>


                                    ARTICLE X

                               ADOPTING EMPLOYERS,
                    AMENDMENT AND TERMINATION OF THE PLAN AND
                DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND

          10.1 Designation of Employers: The Board by may designate by written
instrument any entity or organization eligible by law to participate in the Plan
and the Trust as an Employer. Such written instrument shall specify the
effective date of such designated participation and the classification of its
Employees who shall be eligible to participate in the Plan, may incorporate
specific provisions relating to the operation of the Plan that apply to the
designated Employer only and shall become, as to such designated Employer and
its Employees, a part of the Plan. Each designated Employer shall be
conclusively presumed to have consented to its designation and to have agreed to
be bound by the terms of the Plan and any and all amendments thereto upon its
submission of information to the Committee required by the terms of or with
respect to the Plan or upon making a contribution to the Trust Fund pursuant to
the terms of the Plan; provided, however, that the terms of the Plan may be
modified so as to increase the obligations of an Employer only with the consent
of such Employer, which consent shall be conclusively presumed to have been
given by such Employer upon its submission of any information to the Committee
required by the terms of or with respect to the Plan or upon making a
contribution to the Trust Fund pursuant to the terms of the Plan following
notice of such modification.

                  For purposes of the Code and ERISA, the Plan as adopted by the
Employers shall constitute a single plan rather than a separate plan of each
Employer. All assets in the Trust Fund shall be available to pay benefits to all
Members and their beneficiaries. The provisions of the Plan shall apply
separately and equally to each Employer and its Employees in the same manner as
is expressly provided for the Company and its Employees, except that the power
to appoint or otherwise affect the Committee or the Trustee and the power to
amend or terminate the Plan and Trust Agreement shall be exercised by the
Company, the Board of Directors of the Company or the Committee, as applicable,
alone.

                  The Board may, in its discretion, terminate an Employer's Plan
participation at any time. With the written consent of the Committee, any
Employer may, by appropriate action of its Board of Directors or noncorporate
counterpart, terminate its participation in the Plan. Upon an Employer's
liquidation, bankruptcy, insolvency, sale, consolidation or merger to or with
another organization that is not an Employer hereunder, in which such Employer
is not the surviving company, all obligations of that Employer hereunder and
under the Trust Agreement shall terminate automatically, and the Trust Fund
assets attributable to the Employees of such Employer shall be held or
distributed as herein provided unless, with the approval of the Board or the
Committee, the successor to that Employer assumes the duties and
responsibilities of such Employer, by adopting this Plan and the Trust
Agreement, or by establishment of a separate plan and trust to which the assets
of the Trust Fund held on behalf of the Employees of such Employer shall be
transferred with the consent and agreement of that Employer. Upon the
consolidation or merger of two or more of the Employers under this Plan with
each other, the



                                       51
<PAGE>

surviving Employer or organization shall automatically succeed to all the rights
and duties under the Plan and Trust Agreement of the Employers involved.

                  The above to the contrary notwithstanding, any action that may
be taken by the Board pursuant to this Section may also be taken by the
Committee.

          10.2 Continuous Service: The following special provisions shall apply
to all Employers:

                  (a) An Employee shall be considered in continuous Service
          while regularly employed simultaneously or successively by one or more
          Employers.

                  (b) The transfer of a Participant from one Employer to another
          Employer shall not be deemed a termination of Service.


          10.3 Amendment of the Plan: Except as otherwise expressly provided in
this Section, (i) the Company shall have the right to amend or modify this Plan
and the Trust Agreement (with the consent of the Trustee, if required) at any
time and from time to time to the extent that it may deem advisable and (ii) the
Committee shall have the right to amend or modify this Plan and the Trust
Agreement (with the consent of the Trustee, if required) to modify the
administrative provisions of the Plan, to change the Investment Funds offered
under the Plan and for any changes required by applicable law or by the Internal
Revenue Service to maintain the qualified status of the Plan and related Trust
at any time and from time to time to the extent that it may deem advisable. Any
such amendment or modification shall be set out in an instrument in writing duly
authorized by the Board or the Committee, as the case may be, and executed by an
appropriate officer of the Company or member of the Committee. Upon delivery by
the Company of such an instrument amending the Plan to the Trustee, this Plan
shall be deemed to have been amended or modified in such manner and to such
extent and effective as of the date therein set forth, and thereupon any and all
Participants whether or not they shall have become such prior to such amendment
or modification shall be bound thereby. No such amendment or modification shall,
however, increase the duties or responsibilities of the Trustee without its
consent thereto in writing, or have the effect of transferring to or vesting in
any Employer any interest or ownership in any properties of the Trust Fund, or
of permitting the same to be used for or diverted to purposes other than for the
exclusive benefit of the Participants and their Beneficiaries. No such amendment
shall decrease the Account of any Participant or shall decrease any
Participant's vested interest in his Account. No amendment shall directly or
indirectly reduce a Participant's non-forfeitable vested percentage in his
benefits under Section 6.1 of this Plan, unless each Participant having not less
than three years of Service is permitted to elect to have his non-forfeitable
vested percentage in his benefits computed under the provisions of Section 6.1
without regard to the amendment. Such election shall be available during an
election period, which shall begin on the date such amendment is adopted, and
shall end on the latest of (i) the date 60 days after such amendment is adopted,
(ii) the date 60 days after such amendment is effective, or (iii) the date 60
days after such Participant is issued written notice of the amendment by the
Committee or the Employer. Notwithstanding anything herein to the contrary, the
Plan or the Trust Agreement may be amended in such manner as may be



                                       52
<PAGE>

required at any time to make it conform to the requirements of the Code or of
any United States statutes with respect to employees' trusts, or of any
amendment thereto, or of any regulations or rulings issued pursuant thereto, and
no such amendment shall be considered prejudicial to any then existing rights of
any Participant or his Beneficiary under the Plan.

         10.4 Termination of the Plan: The Plan may be terminated pursuant to
the provisions of, and as of any subsequent date specified in, an instrument in
writing executed by the Company, and approved and authorized by the Board, and
which said instrument shall be delivered to the Trustee.

         10.5 Distribution of Trust Fund on Termination: In the event of a
termination of the Plan by the Company, the assets and properties of the Trust
Fund shall be valued and allocated as provided in Sections 5.2 and 5.3, and each
Participant shall be fully vested in all amounts attributable to his Account,
and thereafter, each such Participant shall become entitled to distributions in
respect of his Account in the Plan in the manner as provided in Section 6.5
herein provided that no Employer or Affiliate then establishes or maintains
another defined contribution plan (other than an employee stock ownership plan
within the meaning of Code Section 4975(e)(7) or Code Section 409 or a
simplified employee pension within the meaning of Code Section 408(k)).

         10.6 Effect of Discontinuance of Contributions: If the Company shall
discontinue its Contributions to the Trust Fund, or suspend its Contributions to
the Trust Fund under such circumstances so as to constitute a discontinuance of
Contributions within the purview of the reasoning of Treasury Regulations
Section 1.401-6(c), then all amounts theretofore credited to the Accounts of the
Participants shall become fully vested, and throughout any such period of
discontinuance of Contributions, all other provisions of the Plan shall continue
in full force and effect other than the provisions for Contributions by an
Employer or Participants.

         10.7 Merger of Plan With Another Plan: In the case of any merger or
consolidation of the Plan with, or transfer in whole or in part of the assets
and liabilities of the Trust Fund to another trust fund held under, any other
plan of deferred compensation maintained or to be established for the benefit of
all or some of the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be transferred to the other trust fund
only if:

                  (a) Each Participant would (if either this Plan or the other
         plan then terminated) receive a benefit immediately after the merger,
         consolidation or transfer which is equal to or greater than the benefit
         he would have been entitled to receive immediately before the merger,
         consolidation or transfer (if this Plan had then terminated);

                  (b) Resolutions of the Board of Directors of the Employer
         under this Plan, and of any new or successor employer of the affected
         Participants, shall authorize such transfer of assets; and, in the case
         of the new or successor employer of the affected Participants, its
         resolutions shall include an assumption of liabilities with respect to
         such Participants' inclusion in the new employer's plan; and

                  (c) Such other plan and trust are qualified under Sections
         401(a) and 501(a) of the Code.



                                       53
<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


                  11.1 Terms of Employment: The adoption and maintenance of the
provisions of this Plan shall not be deemed to constitute a contract between the
Employer and any Employee, or to be a consideration for, or an inducement or
condition of, the employment of any person. Nothing herein contained shall be
deemed to give to any Employee the right to be retained in the employ of the
Employer or to interfere with the right of the Employer to discharge any
Employee at any time, nor shall it be deemed to give the Employer the right to
require any Employee to remain in its employ, nor shall it interfere with any
Employee's right to terminate his employment at any time.

                  11.2 Controlling Law: This Plan shall be construed, regulated
and administered under the laws of the State of Texas, subject, however, to such
determinations under the Plan as may be governed by ERISA and related provisions
of the Code.

                  11.3 Invalidity of Particular Provisions: In the event any
provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions of this Plan
but shall be fully severable, and this Plan shall be construed and enforced as
if said illegal or invalid provisions had never been inserted herein.

                  11.4 Non-Alienability of Rights of Participants: Except as
otherwise provided below and with respect to certain judgments and settlements
pursuant to Section 401(a)(13) of the Code, no interest, right or claim in or to
the part of the Trust Fund attributable to the Account of any Participant, or
any distribution of benefits therefrom, shall be assignable, transferable or
subject to sale, mortgage, pledge, hypothecation, commutation, anticipation,
garnishment, attachment, execution, claim or levy of any kind, voluntary or
involuntary (excluding a levy on an Account, other than the Pre-Tax Contribution
Account, for taxes filed upon the Plan by the Internal Revenue Service to the
extent valid and enforceable under applicable federal law), including without
limitation any claim asserted by a spouse or former spouse of any Participant,
and the Trustee shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute or anticipate the same. The preceding
sentence shall also apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified domestic
relations order, as defined in Section 414(p) of the Code. The Committee shall
establish a written procedure to be used to determine the qualified status of
such orders and to administer distributions under such orders. Further, to the
extent provided under the qualified domestic relations order, a former spouse of
a Participant shall be treated as a spouse for all purposes of the Plan. If the
Committee receives a qualified domestic relations order with respect to a
Participant, the amount assigned to the Participant's former spouse may be
immediately distributed, to the extent permitted by law, from the vested portion
of the Participant's Account.

                  11.5 Payments in Satisfaction of Claims of Participants: Any
distribution to any Participant or his Beneficiary or legal representative, in
accordance with the provisions of the



                                       54
<PAGE>

Plan, of the interest in the Trust Fund attributable to his Pre-Tax Contribution
Account, Profit Sharing Account, After-Tax Contribution Account, Employer
Matching Account, Prior Plan Account and Rollover Account shall be in full
satisfaction of all claims under the Plan against the Trust Fund, the Trustee,
the Company, and the Employer. The Trustee may require that any distributee
execute and deliver to the Trustee a receipt and a full and complete release of
the Employer as a condition precedent to any payment or distribution under the
Plan.

                  11.6 Payments Due Minors and Incompetents: If the Committee
determines that any person to whom a payment is due hereunder is a minor or is
incompetent by reason of physical or mental disability, the Committee shall have
power to cause the payments becoming due such person to be made to the guardian
of the minor or the guardian of the estate of the incompetent, or to the County
Clerk as allowed under law without the Committee or the Trustee being
responsible to see to the application of such payment. Payments made pursuant to
such power shall operate as a complete discharge of the Committee, the Trustee
and the Employer.

                  11.7 Acceptance of Terms and Conditions of Plan by
Participants: Each Participant, through execution of the application required
under the terms of the Plan as a condition of participation herein, for himself,
his heirs, executors, administrators, legal representatives and assigns,
approves and agrees to be bound by the provisions of this Plan and the Trust
Agreement and any subsequent amendments thereto and all actions of the Committee
and the Trustee hereunder. In consideration of the adoption of this Plan by the
Employer and the Contributions of the Employer to the Trust Fund, each
Participant agrees by the execution of his application to participate herein to
release and hold harmless to the extent permitted by ERISA the Employer, the
Committee and the Trustee from any liability for any act whatsoever, past,
present, or future, performed in good faith in such respective capacities
pursuant to the provisions of this Plan or the Trust Agreement.

                  11.8 Impossibility of Diversion of Trust Fund: Notwithstanding
any provision herein to the contrary, no part of the corpus or the income of the
Trust Fund shall ever be used for or diverted to purposes other than for the
exclusive benefit of the Participants or their Beneficiaries or for the payment
of expenses of the Plan. No part of the Trust Fund shall ever revert to the
Employer.



                                       55
<PAGE>


                  IN WITNESS WHEREOF, RELIANT RESOURCES, INC. has executed these
presents as evidenced by the signatures affixed hereto of its officers hereunto
duly authorized, in a number of copies, all of which shall constitute but one
and the same instrument, which instrument may be sufficiently evidenced by any
such executed copy hereof, this _____ day of _________________, 2002, effective
as of February 1, 2002.

                                 RELIANT RESOURCES, INC.

                                 By:
                                    --------------------------------------------
                                    Philip J. Bazelides
                                    Senior Vice President-Human Resources


                                       56