<PAGE>

                                                                    Exhibit 10.2

                           TEXAS GENCO RETIREMENT PLAN

                  (As Established Effective September 1, 2004)

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                           TEXAS GENCO RETIREMENT PLAN

                  (As Established Effective September 1, 2004)

                                    I N D E X

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                             <C>
ARTICLE I     DEFINITIONS....................................................................     2

ARTICLE II    ELIGIBILITY....................................................................    10

ARTICLE III   SERVICE........................................................................    11
     3.1      Service Defined................................................................    11
     3.2      Service Commencement Date......................................................    12
     3.3      Severance from Service.........................................................    12
     3.4      Disability.....................................................................    12
     3.5      Maternity or Paternity Absence.................................................    12
     3.6      Leave for Business or Civic Reasons............................................    13
     3.7      Leave for Qualified Military Service...........................................    13

ARTICLE IV    BREAK IN SERVICE...............................................................    14
     4.1      Break In Service...............................................................    14
     4.2      Effect of Reemployment After Break In Service..................................    14
     4.3      Effect of Reemployment Prior to Break In Service...............................    14
     4.4      Effect of Reemployment on Grandfathered Member Status..........................    14

ARTICLE V     VESTING SERVICE................................................................    15
     5.1      Vesting........................................................................    15
     5.2      Vesting Service................................................................    15

ARTICLE VI    TRANSFER OF EMPLOYMENT.........................................................    16
     6.1      Transfer of Employment.........................................................    16
     6.2      Transfer of Employment to CenterPoint Energy Prior to Non-STP
              Acquisition Closing Date.......................................................    16

ARTICLE VII   PENSION AMOUNTS................................................................    17
     7.1      Normal Retirement Pension......................................................    17
     7.2      Establishment of a Member's Cash Balance Account...............................    17
     7.3      Basic Contribution Credits.....................................................    17
     7.4      Additional Contribution Credit.................................................    18
     7.5      Interest Credit................................................................    19
     7.6      Grandfathered Benefit..........................................................    20
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                              <C>
ARTICLE VIII  REQUIREMENTS FOR RETIREMENT BENEFITS...........................................    28
     8.1      Retirement Benefit.............................................................    28
     8.2      Early Retirement...............................................................    28
     8.3      Retirement Benefits Following an Authorized Absence............................    28
     8.4      Involuntary Separation Benefit For Members.....................................    28

ARTICLE IX    DEATH BENEFIT..................................................................    29
     9.1      Death Benefit..................................................................    29
     9.2      Payment of Death Benefit.......................................................    29
     9.3      Pre-Retirement Survivor Annuity................................................    30
     9.4      Effect on Optional Form Election...............................................    30
     9.5      Spouse's Pension under Grandfathered Benefit...................................    30
     9.6      No Death Benefit After Commencement of Benefits................................    32

ARTICLE X     BENEFICIARIES..................................................................    33
     10.1     Designation of Beneficiary.....................................................    33
     10.2     Spouse as Beneficiary..........................................................    34

ARTICLE XI    PAYMENT OF PENSIONS............................................................    35
     11.1     Commencement of Benefits.......................................................    35
     11.2     Normal Form of Payment.........................................................    36
     11.3     Election to Waive Automatic Option.............................................    37
     11.4     Other Optional Pensions........................................................    38
     11.5     Payment of Small Benefits......................................................    39
     11.6     Reemployment...................................................................    39
     11.7     Reduction of Normal Retirement Pension to Account for Distributions............    40
     11.8     Direct Rollovers...............................................................    40
     11.9     Uniform Alternate Benefits.....................................................    41

ARTICLE XII   CLAIM PROCEDURES...............................................................    43
     12.1     Presenting Claims for Benefits.................................................    43
     12.2     Claims Review Procedure........................................................    43
     12.3     Disputed Benefits..............................................................    44

ARTICLE XIII  PLAN ADMINISTRATION............................................................    45
     13.1     Appointment of Committee.......................................................    45
     13.2     Records of the Committee.......................................................    45
     13.3     Committee Action...............................................................    45
     13.4     Committee Disqualification.....................................................    45
     13.5     Committee Compensation, Expenses and Adviser...................................    45
     13.6     Committee Liability............................................................    45
     13.7     Committee Determinations.......................................................    45
     13.8     Information From Employer......................................................    47
     13.9     General Powers of the Committee................................................    47
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                              <C>
     13.10    Uniform Administration.........................................................    47
     13.11    Reporting Responsibilities.....................................................    47
     13.12    Disclosure Responsibilities....................................................    48
     13.13    Allocation of Responsibilities Among Fiduciaries...............................    48
     13.14    Annual Audit...................................................................    48

ARTICLE XIV   CONTRIBUTIONS TO THE PLAN......................................................    50
     14.1     Member Contributions...........................................................    50
     14.2     Employer Contributions.........................................................    50
     14.3     Discontinuance or Suspension of Contributions..................................    50
     14.4     Forfeitures Credited Against Employer's Contributions..........................    51
     14.5     Single Plan....................................................................    51

ARTICLE XV    AMENDMENT OF THE PLAN..........................................................    52
     15.1     Right to Amend Reserved........................................................    52
     15.2     Limitations on Right to Amend..................................................    52
     15.3     Form of Amendment..............................................................    53
     15.4     Merger of Plan with Another Pension Plan.......................................    53

ARTICLE XVI   THE TRUSTEE AND THE TRUST FUND.................................................    54
     16.1     Trust Agreement................................................................    54
     16.2     Benefits Paid Solely From Trust Fund...........................................    54
     16.3     Trust Fund Applicable Only to Payment of Benefits..............................    54
     16.4     Accounting by Trustee..........................................................    54
     16.5     Authorization to Protect Trustee...............................................    54
     16.6     Exemption From Bond............................................................    54

ARTICLE XVII  TERMINATION OF THE PLAN........................................................    55
     17.1     Right to Terminate Reserved....................................................    55
     17.2     Continuance With Successor Employer............................................    56
     17.3     Liquidation of Trust Fund......................................................    56
     17.4     Partial Termination............................................................    58
     17.5     Distribution of Trust Fund.....................................................    58
     17.6     Residual Amounts...............................................................    59
     17.7     Limitations Imposed by Treasury Regulations Upon Early Termination
              of Plan........................................................................    59
ARTICLE XVIII ADOPTION OF PLAN BY AFFILIATES.................................................    61
     18.1     Adoptive Instrument............................................................    61
     18.2     Effect of Adoption.............................................................    61
     18.3     Separation of the Trust Fund...................................................    61
     18.4     Voluntary Separation...........................................................    62
     18.5     Approval of Amendment..........................................................    62

ARTICLE XIX   MISCELLANEOUS..................................................................    63
     19.1     Plan Not an Employment Contract................................................    63
     19.2     Controlling Law................................................................    63
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                              <C>
     19.3     Invalidity of Particular Provisions............................................    63
     19.4     Non-Alienation of Benefits.....................................................    63
     19.5     Copy Available to Members......................................................    63
     19.6     Evidence Furnished Conclusive..................................................    63
     19.7     Unclaimed Benefits.............................................................    64
     19.8     Name and Address Changes.......................................................    64
     19.9     Payments in Satisfaction of Claims of Members..................................    64
     19.10    Headings for Convenience Only..................................................    64
     19.11    Payments to Minors and Incompetents............................................    64
     19.12    Member Information.............................................................    64
     19.13    Welfare Benefits for Eligible Retired Employees................................    65

ARTICLE XX    TOP-HEAVY PLAN REQUIREMENTS....................................................    66
     20.1     General Rule...................................................................    66
     20.2     Vesting Provisions.............................................................    66
     20.3     Minimum Benefit Provisions.....................................................    66
     20.4     Limitation on Compensation.....................................................    67
     20.5     Coordination With Other Plans..................................................    67
     20.6     Distributions to Certain Key Employees.........................................    67
     20.7     Determination of Top-Heavy Status..............................................    67

ARTICLE XXI   LIMITATION ON BENEFITS.........................................................    71
     21.1     Single Defined Benefit Plan....................................................    71
     21.2     Two or More Defined Benefit Plans..............................................    73
     21.3     Definitions....................................................................    73
</TABLE>

APPENDIX A

APPENDIX B

APPENDIX C

                                       iv
<PAGE>

                           TEXAS GENCO RETIREMENT PLAN

                  (As Established Effective September 1, 2004)

                                    Recitals

            WHEREAS, Texas Genco, LP, a Texas limited partnership (the
"Company"), authorizes and directs (i) the establishment of a retirement plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended from time
to time (the "Code"), to provide benefits for eligible employees of the Company
and its adopting affiliates in the form of the Texas Genco Retirement Plan (the
"Plan"), and (ii) the adoption of a trust (the "Trust") for the exclusive
benefit of the participants in the Plan, with such Trust intended to form a part
of the Plan, effective as of September 1, 2004; and

            WHEREAS, in connection with a spin-off from the CenterPoint Energy,
Inc. Retirement Plan ("CNP Plan"), effective as of September 1, 2004, the
Company desires to provide under this Plan a continuation of benefits for
certain eligible employees of the Company who were covered under the CNP Plan as
in effect immediately prior to September 1, 2004, and, subject to receipt by the
Trust of assets and liabilities transferred from the CNP Plan trust, to provide
for the accrued benefits as of September 1, 2004, for such employees under the
CNP Plan in lieu of such benefits being provided under the CNP Plan, and to
direct the trustee to accept and receive certain assets and liabilities related
to such accrued benefits under the Trust from the trust for the CNP Plan; and

            WHEREAS, effective as of the consummation date of the "Genco LP
Division," as described in Section 2.1 of that certain Transaction Agreement
among CenterPoint Energy, Inc., Utility Holding, LLC, NN Houston Sub, Inc.,
Texas Genco Holdings, Inc., HPC Merger Sub, Inc. and GC Power Acquisition LLC,
dated as of July 21, 2004, Texas Genco II, LP, a Texas limited partnership,
shall replace the Company as, and shall become, the sponsor of the Plan; and

            WHEREAS, the Plan and Trust are intended to meet the requirements of
Sections 401(a) and 501(a) of the Code and of the Employee Retirement Income
Security Act of 1974, as amended from time to time;

            NOW, THEREFORE, Texas Genco, LP hereby establishes the Plan, in the
form of and by the adoption of the Plan as herein set forth, effective as of
September 1, 2004, except as otherwise indicated herein, to read as follows:

<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

            Where the following words and phrases appear in this Plan, they
shall have the respective meanings set forth below, unless their context clearly
indicates to the contrary:

            Accrued Benefit: As of any given date after the Effective Date, the
monthly amount of retirement income that would be payable in the form of a
Single Life Annuity under this Plan commencing on the Member's Normal Retirement
Date (or Severance from Service Date, if later), based on the value of the
Member's Cash Balance Account or, if applicable, the Grandfathered Benefit under
Section 7.6 hereto as of such date.

            Accrued Pension: A Member's accrued benefit under the CNP Plan
immediately prior to the Effective Date.

            Actuarial Equivalent: For any specified annuity or benefit, means
another annuity or benefit commencing at a different date or payable in a
different form than the specified annuity or benefit, but which has the same
present value as the specified annuity or benefit, when measured using the
following mortality and interest assumptions:

            (a)   General Rule: For all purposes under the Plan, except as
      otherwise provided in clauses (b) and (c) of this definition:

                  (i)   An interest rate of 9.5% per annum interest assumption,
            compounded annually; and

                  (ii)  The Unisex Mortality Table UP-1984 without any age
            adjustments.

            (b)   Valuing Normal Retirement Pension, Conversion of Cash Balance
      Account to Annuity and Calculation of Lump Sums: For purposes of Article
      VII, with respect to determining a Member's Normal Retirement Pension;
      Article XI, with respect to converting a Member's Cash Balance Account
      into an annuity form of payment and with respect to calculating an Accrued
      Benefit as a lump-sum payment, including the payment of a small benefit
      under Section 11.5; and for purposes of Article XXI, with respect to
      adjusting any benefit or limitation under Code Section 415(b)(2)(B), (C)
      or (D):

                  (i)   The Interest Rate preceding the first day of the Plan
            Year that contains the Annuity Starting Date for the distribution;
            and

                  (ii)  The Mortality Table; and

                  (iii) The Member's actual age (in years and days) on his
            benefit commencement date.

                                       2
<PAGE>

            (c)   Grandfathered Benefit: For purposes of Section 7.6
      (Grandfathered Benefit), Actuarial Equivalent shall have the meaning set
      forth in Section 7.6.

            Actuary: The independent actuary or firm of actuaries approved by
the Joint Board for the Enrollment of Actuaries to perform actuarial services
required under ERISA or regulations thereunder which has been appointed by the
Company to make the actuarial computations required under the Plan.

            Additional Contribution Credit: The amount credited to each Member's
Cash Balance Account pursuant to Section 7.4.

            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.

            Anniversary Date: January 1 of each Plan Year.

            Annuity Starting Date: The Annuity Starting Date shall be the first
day of the month coincident with or next following the later of the Member's
attainment of his Normal Retirement Date or his termination of employment,
subject to Section 11.1(b). Notwithstanding anything herein to the contrary, a
Member who has terminated his employment may request, in accordance with the
then established procedures of the Committee, an earlier or later commencement
date, subject to Section 11.1(b), in which event the Annuity Starting Date shall
be the first day of the month requested; provided, however, that such request is
timely received by the Committee in accordance with such established procedures.

            Authorized Absence: Any absence, including a Disability Leave of
Absence, a Leave for Business or Civic Reasons, or a leave for Qualified
Military Service, or an absence as defined in Section 3.1(d) hereof, which is
counted as Service under the provisions of Article III hereof.

            Basic Contribution Credit: The amount credited to each Member's Cash
Balance Account pursuant to Section 7.3.

            Beneficiary: The contingent annuitant or joint pensioner designated
pursuant to Article X to receive optional pension benefits under Article XI
hereof or the natural person or persons, or the trustee of an inter vivos trust
for the benefit of natural persons, designated under Article X to receive a
Death Benefit under Article IX.

            Cash Balance Account: The notional account maintained on behalf of a
Member to reflect, as applicable, the Member's Transferred Account Balance,
Basic Contribution Credits, Additional Contribution Credits and Interest Credits
made on his behalf as described in Article VII.

                                       3
<PAGE>

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

            Committee: The General Partner or the committee appointed to
administer the Plan as provided in Article XIII.

            Company: Prior to the consummation date of the "Genco LP Division,"
as described in Section 2.1 of the Transaction Agreement, Texas Genco, LP, a
Texas limited partnership, or a successor to Texas Genco, LP in the ownership of
substantially all of its assets; and, on and after the consummation date of the
Genco LP Division, Texas Genco II, LP, a Texas limited partnership, or a
successor to Texas Genco II, LP in the ownership of substantially all of its
assets.

            Compensation: The regular compensation actually paid to or accrued
for the respective Employee (other than Employees who are Transferred Members)
by their Employers for personal services during the applicable payroll period,
including (but not by way of limitation) normal salary, wages, performance-based
bonuses paid in cash (including cash bonuses received after termination of
employment), overtime compensation, commissions and any pre-tax contributions
made under a Code Section 401(k) plan maintained by the Company or an Affiliate
(the "Savings Plan"), amounts deferred pursuant to a nonqualified deferred
compensation plan, and any amounts by which an Employee's compensation is
reduced because of an election under the Company's Code Section 125 flexible
benefits plan (the "Flex Plan"), but excluding expense allowances, long-term
incentive compensation, or other special compensation and contributions of the
Employer (other than pre-tax contributions under the Savings Plan and
compensation reductions under the Flex Plan) to or benefits under this Plan or
any other welfare or deferred compensation plan. The Compensation of an Employee
as reflected by the books and records of the Employer shall be conclusive. With
respect to an Employee absent from employment due to an Authorized Absence,
"Compensation" means the Compensation (as defined in this Section) in effect for
such Member immediately before his Authorized Absence commenced, during the
applicable payroll period. In addition, "Compensation" for any payroll period
for a Member who returns to active employment after a Disability Leave of
Absence shall be the greater of the Member's Compensation for the payroll period
immediately preceding the Member's return to active employment and the
Compensation for the payroll period for such Member determined under the
provisions of this Section otherwise applicable to active employees.
Notwithstanding anything herein to the contrary, Compensation shall not include
any payments made in connection with a Member's termination of employment or
severance pay. Notwithstanding anything herein to the contrary, in no event
shall the annual Compensation taken into account under the Plan for any Employee
exceed $200,000 for any Plan Year ($205,000 for the 2004 Plan Year) with such
annual amount adjusted automatically to reflect (i) any amendment to Code
Section 401(a)(17) and (ii) any cost of living increases pursuant to Code
Section 401(a)(17)(B).

            CNP Plan: The CenterPoint Energy, Inc. Retirement Plan, as amended
and restated effective January 1, 1999, and as thereafter amended, as in effect
immediately prior to the Effective Date.

            CNP Plan Account Balance: The balance of a Former CNP Plan Member's
"Cash Balance Account" under the CNP Plan immediately prior to the Effective
Date.

                                       4
<PAGE>

            Death Benefit: The benefit provided under Article IX hereof.

            Disability or Disabled: The definition of "Disability" or "Disabled"
under the long term disability plan of an Employer ("LTD Plan"). The
determination of whether a Member has become "Disabled" under the LTD Plan by
such disability plan's administrator shall be final and binding on all parties
concerned.

            Disability Leave of Absence: An absence during which the Member is
Disabled and has commenced receiving disability benefits under the LTD Plan. A
Member who is Disabled shall continue to accrue Service under the Plan in
accordance with Section 3.4 hereof.

            Early Retirement Date: The first day of the month coincident with or
next following the termination of Service by a Member (i) after he has completed
five years of Vesting Service and has attained age 55 but not age 65, if he is
not a NorAm/Minnegasco Member, (ii) after he has completed 10 years of Service
and has attained age 55, but not age 65, if he is a NorAm/Minnegasco Member who
was a member of the NorAm Plan, or (iii) after he has attained age 55,
regardless of his years of Service, if he is a NorAm/Minnegasco Member who was a
member of the Minnegasco Plan.

            Effective Date: Except where otherwise specifically provided,
September 1, 2004, the date as of which the provisions of this Plan first became
effective.

            Employee: Any person employed by an Employer, and including (i) any
individual on Disability Leave of Absence, (ii) any Leased Employee performing
services for an Employer, and (iii) any person receiving remuneration for
personal services (or who would be receiving such remuneration except for an
authorized leave of absence) rendered as an employee of a foreign affiliate (as
defined in Code Section 3121(l)(6)) of an Employer to which an agreement
extending coverage under the federal Social Security Act entered into by an
Employer under Section 3121(l) of the Code applies, provided that such person is
a citizen or resident of the United States.

            Employer: The Company, including its successors, and any Affiliate
or any other entity that has been designated by the Committee as a participating
Employer under this Plan pursuant to the provisions of Article XVIII.

            ERISA: The Employee Retirement Income Security Act of 1974, as
amended from time to time.

            Former CNP Plan Member: A Member who was a member in the CNP Plan
immediately prior to the Effective Date.

            General Partner: The general partner of the Company.

            Grandfathered Benefit: The Pension described in Section 7.6.

            Grandfathered Member: A Former CNP Plan Member (i) who, as of
December 31, 1998, was an active member or a member on authorized leave of
absence under the CNP Plan, the NorAm Plan or the Minnegasco Plan; and (ii) who
was eligible for a

                                        5
<PAGE>

"Grandfathered Benefit" under Section 7.6 of the CNP Plan immediately prior to
the Effective Date, for so long as such Member is continuously an Employee on
and after the Effective Date.

            HI Member: A Member who is a Former CNP Plan Member and who was a
member of the HI Plan immediately prior to January 1, 1999.

            HI Pension: The Accrued Pension under the terms of the HI Plan
immediately prior to January 1, 1999, for an HI Member.

            HI Plan: The Houston Industries Incorporated Retirement Plan as in
effect immediately prior to January 1, 1999.

            Hour of Service: For purposes of Section 11.6 and Section 20.2:

            (a)   An Hour of Service shall be credited to an Employee for each
      hour for which an Employee is directly paid, or entitled to payment, by
      the Employer or an Affiliate for the performance of duties during the
      applicable computation period. Such hours shall be credited to the
      Employee for the computation period or periods in which the duties were
      performed.

            (b)   An Hour of Service shall be credited to an Employee for each
      hour for which back pay, irrespective of mitigation of damages, has been
      either awarded or agreed to by the Employer or an Affiliate. These hours
      shall be credited to the Employee for the computation period or periods to
      which the award or agreement pertains rather than the computation period
      in which the award, agreement, or payment is made. Hours of Service shall
      not be credited to an Employee under both paragraphs (a) and (b) of this
      Section.

            (c)   In addition to Hours of Service credited in paragraphs (a) and
      (b) of this Section, an Hour of Service shall be credited to an Employee
      for each hour for which such Employee is directly or indirectly paid, or
      entitled to such payment, by the Employer or an Affiliate for reasons
      (such as vacation or sickness) other than for the performance of duties
      during the applicable computation period. For purposes of this paragraph
      (c), irrespective of whether such hours have accrued in other computation
      periods, such hours shall be counted in the computation period in which
      either payment is actually made or amounts payable to the Employee come
      due. For purposes of this paragraph (c), Hours of Service shall be
      determined by dividing the payments received or due for reasons other than
      the performance of duties by the lesser of (i) the Employee's most recent
      hourly rate of compensation for the performance of duties or (ii) the
      Employee's average hourly rate of compensation for the performance of
      duties for the most recent computation period in which the Employee
      completed more than 500 Hours of Service.

            (d)   The number of Hours of Service to be credited to an Employee
      shall be determined in accordance with Department of Labor Regulation
      Sections 2530.200b-2(b) and (c) (Title 29 Code of Federal Regulations Part
      2530). Hours of Service shall also include any hours required to be
      credited by federal

                                       6
<PAGE>

      law other than ERISA or the Code, but only under the conditions and to the
      extent so required by such federal law.

            (e)   Hours of Service will be credited for employment with other
      members of an affiliated service group (under Section 414(m)), a
      controlled group of corporations (under Section 414(b)), or a group of
      trades or businesses under common control (under Section 414(c)), of which
      the adopting Employer is a member.

            Interest Credit: The interest credit to each Member's Cash Balance
Account pursuant to Section 7.5.

            Interest Rate: The Interest Rate for a Plan Year shall be the
average monthly "applicable interest rate" within the meaning of Code Section
417(e)(3)(A)(ii)(II) as reported daily during November of the preceding Plan
Year.

            Investment Manager: The Investment Manager appointed 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. The term "Leased Employee"
shall also include any individual who is deemed to be an employee of the
Employer under Section 414(o) of the Code. Notwithstanding the preceding
sentences, the term "Leased Employee" shall not include any individual described
under Section 414(n)(5) of the Code.

            Leave for Business or Civic Reasons: The period of an Authorized
Absence taken in order to hold an office or position in a business or civic
organization which has been approved by the Committee.

            Member: Any Employee who has become and continues to be a
participant in the Plan in accordance with Article II. The term "Member" also
includes Transferred Members unless otherwise specifically excluded. A Member
shall continue to be a Member as long as he has an undistributed beneficial
interest in the Plan. If upon a Break In Service, a Member's vested Accrued
Benefit is zero, he shall be deemed to have received an immediate lump-sum
payment of his vested Accrued Benefit.

            Minnegasco Plan: The Minnegasco Division Employees' Pension Plan, as
amended and restated effective January 1, 1989, and as thereafter amended by the
first, second, third and fourth amendments thereto, as in effect immediately
prior to January 1, 1999, a copy of which is attached hereto as Appendix C of
the Plan.

            Mortality Table: The "applicable mortality table" within the meaning
of Code Section 417(e)(3)(A)(ii)(I).

                                       7
<PAGE>

            NorAm/Minnegasco Member: A Member (i) who is a Former CNP Plan
Member and (ii) who was a member of the NorAm Plan or a member of the Minnegasco
Plan immediately prior to January 1, 1999.

            NorAm Plan: The NorAm Energy Corp. Employees Retirement Plan,
generally effective January 1, 1989, and as thereafter amended by the first and
second amendments thereto, as in effect immediately prior to January 1, 1999, a
copy of which is attached hereto as Appendix A of the Plan, as amended by
Appendix B of the Plan, and which shall include the Entex, Inc. Salaried
Employees Retirement Plan, as amended and restated effective January 1, 1985,
and as thereafter amended by the first, second, third and fourth amendments
thereto, and the Entex, Inc. Hourly Employees Retirement Plan, as amended and
restated effective January 1, 1985 (collectively, the "Entex Plans"), which were
merged into and with the NorAm Plan effective as of January 1, 1992.

            NorAm/Minnegasco Pension: The Accrued Pension under the terms of the
NorAm Plan immediately prior to January 1, 1999, or under the terms of the
Minnegasco Plan immediately prior to January 1, 1999, as applicable, for a
NorAm/Minnegasco Member.

            Normal Retirement Date: The first day of the month coincident with
or next following the later of (i) the Member's attainment of age 65 or (ii) the
fifth anniversary of the Member's commencement of participation in the Plan.

            Normal Retirement Pension: The Pension to which a Member is entitled
pursuant to Article VII.

            Pension: The benefit payable to a person entitled to receive
benefits under the Plan.

            Plan: The Texas Genco Retirement Plan, as established effective
September 1, 2004, as amended thereafter.

            Plan Year: The 12-month period commencing on January 1 and ending on
December 31 of each calendar year; provided, however, the first Plan Year shall
be a short Plan Year commencing on the Effective Date and ending on December 31,
2004.

            Postponed Retirement Date: The first day of the month coincident
with or next following the Member's termination of Service after his Normal
Retirement Date.

            Qualified Joint and Survivor Annuity: The annuity form of payment
defined in Section 11.2(b).

            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.

            Required Beginning Date: Required Beginning Date shall mean the
April 1 following the later of (a) the calendar year in which the Member attains
age 70 1/2 or (b) the calendar year in which the Member's employment terminates
(provided, however, that clause (b)

                                       8
<PAGE>



of this sentence shall not apply in the case of a Member who is a "5% owner" (as
such term is defined in Section 416 of the Code) with respect to the Plan Year
ending in the calendar year in which such Member attains age 70 1/2).

            Retirement Date: The Member's Early Retirement Date, Normal
Retirement Date or Postponed Retirement Date, whichever is his actual retirement
date.

            Service: An Employee's or a Member's period of employment with an
Employer or Affiliate as determined in accordance with Article III.

            Severance from Service Date: The date on which an Employee's Service
terminates, as determined in accordance with Article III.

            Single Life Annuity: An annuity providing equal monthly payments for
the lifetime of the Member with no survivor benefits.

            Spouse: The person who is a spouse as defined in the Defense of
Marriage Act, Public Law 104-199 ("DOMA"), and who is legally married to a
Member at the date of the earlier of his death or the commencement date of his
benefits under the Plan. A Member's marital status will be determined under the
laws of the State (within the meaning of Section 3(10) of ERISA) in which he is
domiciled, or if he is domiciled outside the United States, under the laws of
the State of Texas; provided, however, that such marriage is a marriage as
defined in the DOMA.

            Transaction Agreement: That certain Transaction Agreement among
CenterPoint Energy, Inc., Utility Holding, LLC, NN Houston Sub, Inc., Texas
Genco Holdings, Inc., HPC Merger Sub, Inc. and GC Power Acquisition LLC, dated
as of July 21, 2004.

            Transferred Member: A Member during any period of time in which he
is or was employed by an Affiliate or is employed by an Employer in an
employment classification not covered by this Plan.

            Trustee: The trustee at any time acting under the Trust Agreement.

            Trust Agreement: The Trust Agreement between the Company and the
Trustee described in Article XVI hereof, established for the purpose of funding
benefits under this Plan, as amended from time to time.

            Trust Fund: The assets held by the Trustee under the Trust Agreement
for the benefit of the Members of this Plan, together with all income, profits
and increments thereon.

            Vesting Service: The period of a Member's Service considered in
determining his eligibility for benefits under the Plan, in accordance with
Article V.

            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 gender may be appropriate under any
particular circumstances.

                                       9
<PAGE>

                                   ARTICLE II

                                  ELIGIBILITY

            Each Employee who (1) is a Former CNP Plan Member and (2)
immediately prior to the Effective Date, is (x) an active Employee or (y) an
Employee on an authorized leave of absence under the terms of the CNP Plan and
who directly returns from such leave of absence to active employment with an
Employer prior to the Non-STP Acquisition Closing Date, as defined in Section
2.3 of the Transaction Agreement, shall become a Member of the Plan as of the
Effective Date. Each Employee who is not a Former CNP Plan Member shall become a
Member in the Plan on the later of (a) the Effective Date or (b) the date on
which the Employee completes one Hour of Service in accordance with Section 3.2.
The foregoing to the contrary notwithstanding, an individual shall not be
eligible to become a Member in, or be covered under, the Plan who is (i) a
Leased Employee, (ii) designated, compensated, or otherwise classified or
treated as an independent contractor or a leased employee (or Leased Employee)
by an Employer or an Affiliate, (iii) a non-resident alien who receives no
United States source earned income from the Employer, (iv) covered by a
collective bargaining agreement that does not provide for participation in the
Plan, or (v) employed in connection with the operation of the South Texas
Project Nuclear Electric Generating Station and listed as a "Scheduled Employee"
under the Transaction Agreement.

                                       10
<PAGE>

                                  ARTICLE III

                                    SERVICE

      3.1   Service Defined: For purposes of the Plan, the term "Service" shall
mean all years, months and days of active employment from and after the
Effective Date, as an Employee, Member or a Transferred Member, plus periods
includable under Section 4.2, and the following periods of Authorized Absence
during which the Member or Transferred Member is:

            (a)   Absent due to accident or sickness as long as the Employee or
      Member is continued on the employment rolls of the Employer and remains
      eligible to work upon his recovery, provided that such Employee or Member
      timely applies 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

            (b)   Absent due to Qualified Military Service, provided that such
      Employee or Member 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;

            (c)   Absent due to a Disability Leave of Absence; or

            (d)   Absent due to any authorized leave of absence, including
      periods of Leave for Business or 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.

Moreover, "Service" for a Former CNP Plan Member shall also include all service
earned immediately prior to the Effective Date under the CNP Plan, as determined
in accordance with the provisions of the CNP Plan.

            An Employee's or Member'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.

                                       11
<PAGE>

      3.2   Service Commencement Date: From and after the Effective Date, an
Employee's or Member's Service shall commence (or recommence) on the date such
Employee or Member first performs an Hour of Service.

      3.3   Severance from Service:

            (a)   Except as otherwise provided in this Article III, a period of
      Service of an Employee or Member shall terminate upon his "Severance from
      Service Date," which shall be 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 active employment upon the expiration of an
            Authorized Absence; or

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

            (b)   For purposes of clause (iii) immediately above, an Employee's
      or Member's deemed date of termination of employment shall be the earlier
      of:

                  (i)   the expiration date of such Authorized Absence; or

                  (ii)  one year from the date such Authorized Absence
            commenced.

            (c)   All periods of Service shall be aggregated so that a one-year
      period of Service shall be completed as of the date an Employee or Member
      completes 365 days of Service.

      3.4   Disability: In the event a Member is on Disability Leave of Absence,
such Member's Severance from Service Date shall be the earliest to occur of (a)
the Member's election to terminate his Disability Leave of Absence; (b) his
deemed date of termination of employment pursuant to his failure to return to
active employment following his recovery; (c) his attainment of age 65; or (d)
his death.

      3.5   Maternity or Paternity Absence: Solely for purposes of determining
whether a Break In Service has occurred under this Plan, the Severance from
Service Date for an individual who is absent from Service beyond the first
anniversary of the first date of absence due to "maternity/paternity reasons"
shall be the second anniversary of the date such absence commenced. For purposes
of this Plan, an absence from active employment for maternity or paternity
reasons means an absence (a) by reason of pregnancy of the Employee or Member;
(b) by reason of the birth of a child of the Employee or Member; (c) by reason
of a placement of a child with the Employee or Member in connection with the
adoption of such child by the

                                       12
<PAGE>

Employee or Member; or (d) for purposes of caring for such child for a period
beginning immediately following such birth or placement.

      3.6   Leave for Business or Civic Reasons: In the case of an Employee or
Member who is absent from active employment due to Leave for Business or Civic
Reasons, such Employee's or Member's Severance from Service Date shall be the
earliest to occur of (a) his quitting or discharge during such Leave for
Business or Civic Reasons; (b) his deemed date of termination of employment
pursuant to his failure to return to active employment upon the expiration of
the Leave for Business or Civic Reasons; (c) his retirement; or (d) his death.

      3.7   Leave for Qualified Military Service: In the case of an Employee or
Member who is absent from active employment due to Leave for Qualified Military
Service, such Employee's or Member's Severance from Service Date shall be the
earliest to occur of (a) his quitting or discharge during such Leave for
Qualified Military Service; (b) his deemed date of termination of employment
pursuant to his failure to return to active employment upon the expiration of
the Leave for Qualified Military Service; (c) his retirement; or (d) his death.
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.

                                       13
<PAGE>

                                   ARTICLE IV

                                BREAK IN SERVICE

      4.1   Break In Service: A one-year Break In Service shall occur upon the
expiration of the 12 consecutive month period next following an Employee's or
Member's Severance from Service Date (as determined in accordance with the
provisions of Article III hereof), unless such Employee or Member is sooner
reemployed by an Employer or an Affiliate.

      4.2   Effect of Reemployment After Break In Service: In the event an
Employee or Member is reemployed by an Employer or Affiliate after incurring a
Break In Service, whether or not such Member has incurred five consecutive
one-year Breaks In Service, the period of his Service prior to his interim
absence shall constitute Service under the Plan.

            In the case of any Member who is receiving or is entitled to receive
a Pension under this Plan and is subsequently reemployed, then upon reemployment
in the Service of an Employer, his Pension payments, if any, shall immediately
cease, subject to Section 11.6.

            Notwithstanding the above provisions of this Section 4.2, if a
Member received a lump-sum distribution of his Accrued Pension, such Member may,
on reemployment, repay to the Trust Fund, prior to the occurrence of the earlier
of (i) five consecutive one-year Breaks In Service after the date of
distribution or (ii) five years from the date of reemployment by the Employer,
the entire amount of the previous lump-sum distribution of his Accrued Pension
plus interest, compounded annually, computed at 120% of the federal mid-term
rate (as in effect under Code Section 1274 for the first month of the Plan Year)
or at such other applicable rate as determined under Code Section 411(c)(2)(C),
from the date of distribution to the date of repayment. If the Member makes such
repayment, his Pension shall not be reduced with respect to such prior
distribution.

      4.3   Effect of Reemployment Prior to Break In Service: In the event an
Employee or Member is reemployed by an Employer or Affiliate prior to incurring
a Break In Service, the period of his interim absence shall constitute Service
for vesting purposes hereof. If the Member was receiving Pension payments from
this Plan prior to his reemployment and/or had received the present value of a
Pension from this Plan or the CNP Plan, such Member's rights and benefits under
the Plan solely with respect to and as a consequence of receiving such amounts
shall be determined in the same manner as if he had been reemployed after a
Break In Service as provided in Section 4.2 hereof.

      4.4   Effect of Reemployment on Grandfathered Member Status:
Notwithstanding any provision of this Article or the Plan to the contrary,
except as otherwise provided in Section 7.6 of the Plan, in the event a Member
who was a Grandfathered Member as of his Severance from Service Date is
subsequently reemployed by an Employer or Affiliate, such Member shall not be a
Grandfathered Member on or after such Severance from Service Date or his
reemployment date.

                                       14
<PAGE>

                                   ARTICLE V

                                 VESTING SERVICE

      5.1   Vesting: A Member shall be fully vested in his Pension upon
completion of five years of Vesting Service or, if earlier, upon his Normal
Retirement Date. The foregoing to the contrary notwithstanding, (i) a Member who
is a NorAm/Minnegasco Member who was a member of the Minnegasco Plan shall be
fully vested in his Pension upon attaining age 55 (whether or not he has
completed five years of Vesting Service), (ii) a Member who is a
NorAm/Minnegasco Member who was a member of the NorAm Plan shall be fully vested
in his Pension upon attaining age 65 (whether or not he has completed five years
of Vesting Service) and (ii) in the event of termination of Service due to
death, a Member shall be fully vested in his Pension as of his date of death.

      5.2   Vesting Service: Subject to the Break In Service provisions of
Article IV hereof, a Member's Vesting Service shall equal:

            (a)   with respect to a Member who is a Former CNP Plan Member,
      Vesting Service, if any, under the CNP Plan, with respect to service prior
      to the Effective Date; and

            (b)   with respect to all Members, Vesting Service on or after the
      Effective Date, which shall be earned for each day of Service from and
      after the later of the Effective Date or after the Member's Service
      Commencement Date.

The foregoing notwithstanding, in no event shall a Former CNP Plan Member's
Vesting Service be less than his Vesting Service under the CNP Plan immediately
prior to the Effective Date.

                                       15
<PAGE>

                                   ARTICLE VI

                             TRANSFER OF EMPLOYMENT

      6.1   Transfer of Employment: Except as otherwise provided below in
Section 6.2, in the event that a Member is transferred from an employment
classification with an Employer that is covered by this Plan (i) to an
employment classification with the same Employer or with another Employer that
is not covered by this Plan or (ii) to employment with an Affiliate, such Member
shall retain all the benefits accrued to him under this Plan prior to the date
of transfer and shall retain such benefits until his subsequent retirement or
other termination of employment with an Employer or any Affiliate. Such Member
shall also continue to accrue Vesting Service for all periods of employment with
an Employer not covered by this Plan or with an Affiliate. In the event that an
employee is transferred (i) from an employment classification with an Employer
that is not covered by this Plan to an employment classification with the same
Employer or another Employer that is covered by this Plan or (ii) from
employment with an Affiliate to an employment classification with an Employer
that is covered by this Plan, such employee shall retain his credited service
and all benefits accrued to him under the retirement plan, if any, covering his
employment prior to the date of the transfer; provided, however, that for
purposes of this Plan such employment prior to the date of transfer shall not
constitute Service and shall be considered only for the purposes of determining
his eligibility to participate in (if applicable), and his vested interest
under, this Plan. After the date of such transfer, such employee shall accrue
the benefits specified under this Plan, provided he is otherwise eligible
therefor. It is intended by this Section to credit an Employee or Member with
Service for eligibility purposes, if applicable, and with Vesting Service for
vesting purposes during all periods of employment while in a Transferred Member
status, and all such Service and such Vesting Service shall be determined as
though such employment while in a Transferred Member status were employment by
an Employer covered by this Plan.

      6.2   Transfer of Employment to CenterPoint Energy Prior to Non-STP
Acquisition Closing Date: Notwithstanding the foregoing to the contrary and in
lieu of the application of Section 6.1, in the event that a Member who is a
Former CNP Plan Member is transferred prior to the Non-STP Acquisition Closing
Date, as defined in Section 2.3 of the Transaction Agreement, from an employment
classification with an Employer that is covered by this Plan to employment with
CenterPoint Energy, Inc. or an Affiliate that has adopted the CNP Plan, and such
Member is covered by the CNP Plan immediately following the transfer date, then
the entire accrued pension benefit of such Member shall be transferred from the
Plan to the CNP Plan and as of such transfer date there shall be a corresponding
transfer of the assets and liabilities from the Trust to the CNP Plan trust.
There shall be no decrease in the vested rights of such Member in his
transferred accrued pension benefit or in the amount of such benefit by virtue
of such transfer and all optional forms of benefits under the Plan 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 such
Member and his beneficiaries to whom the optional forms apply as of the asset
transfer date under the CNP Plan, notwithstanding any subsequent amendment of
the CNP Plan purporting to revise or delete any such optional form of benefit
that is not otherwise permitted by applicable law. Assets and liabilities
transferred pursuant to this Section shall be determined in accordance with
Section 414(l) of the Code.

                                       16
<PAGE>

                                  ARTICLE VII

                                 PENSION AMOUNTS

      7.1   Normal Retirement Pension: A Member's Pension under the Plan on his
Normal Retirement Date payable in the form of a Single Life Annuity shall be
equal to the greater of the following, with such comparison made on the basis of
the Actuarial Equivalent present value of such amount, as applicable:

            (a)   The balance in the Member's Cash Balance Account; or

            (b)   The Grandfathered Benefit, if any.

            Notwithstanding anything herein to the contrary, in no event shall a
Former CNP Plan Member's Pension hereunder be less than the pension such Member
would have been entitled to receive under the CNP Plan immediately prior to the
Effective Date.

      7.2   Establishment of a Member's Cash Balance Account:

            (a)   A Cash Balance Account shall be established on behalf of each
      Member. Except as otherwise provided in this Section 7.2, the initial
      balance in such Member's Cash Balance Account shall be zero.

            (b)   With respect to each Former CNP Plan Member who, immediately
      prior to the Effective Date, was a member in the CNP Plan, the initial
      balance of such Member's Cash Balance Account shall be the balance of such
      Member's cash balance account under the CNP Plan immediately prior to the
      Effective Date. Such Member shall be eligible to receive prospective Basic
      Contribution Credits and, if applicable, Additional Contribution Credits
      and Interest Credits on and after the Effective Date.

            (c)   If a Member terminates employment after the Effective Date,
      does not take a distribution of his Pension and is subsequently
      reemployed, such Member shall receive Interest Credits in his Cash Balance
      Account during his absence and, on and after his Service recommencement
      date, such Member shall be eligible to receive prospective Basic
      Contribution Credits and Interest Credits in his existing Cash Balance
      Account on and after his Service recommencement date.

      7.3   Basic Contribution Credits:

            (a)   Each Member shall receive a Basic Contribution Credit to his
      Cash Balance Account as of the last day of each Plan Year beginning on or
      after the later of the Effective Date or the date he commences (or
      recommences) Service. Such Basic Contribution Credit shall be equal to the
      product of (i) 4% and (ii) his Compensation during the Plan Year.
      Notwithstanding the foregoing to the contrary, an Employer or other
      designated separate business unit of an Employer

                                       17
<PAGE>

      may provide for a different Basic Contribution Credit on behalf of the
      Employees of such Employer or specified business unit on a prospective
      basis by duly adopting a resolution or taking other appropriate action
      prior to the beginning of the operative Plan Year and communicating such
      different contribution rate to the affected Members. All variances in the
      Basic Contribution Rate from the normal 4% rate must be approved by the
      Committee.

            (b)   If a Member commences receipt of his Pension during the Plan
      Year, a Basic Contribution Credit shall be made to such Member's Cash
      Balance Account as of the end of the month preceding such Member's Annuity
      Starting Date equal to 4% of his Compensation for the period from the
      beginning of the Plan Year to the end of the month preceding such Member's
      Annuity Starting Date. If a Member commences receipt of his Pension, and
      subsequent to his Annuity Starting Date receives Compensation for Service
      prior to his Annuity Starting Date, such Member shall receive a Basic
      Contribution Credit with respect to said Compensation.

            (c)   Basic Contribution Credits shall be made with respect to a
      Member on Authorized Absence until the earlier of the Member's (i)
      attainment of age 65 or (ii) Severance from Service Date.

      7.4   Additional Contribution Credit:

            (a)   A Member who is a Former CNP Plan Member shall be entitled to
      receive Additional Contribution Credits pursuant to this Section 7.4 if
      such Member (i) was an active member of the CNP Plan or on authorized
      absence under the CNP Plan on January 1, 1999; (ii) was an HI Member or a
      NorAm/Minnegasco Member who was a member of the NorAm Plan on December 31,
      1998; (iii) had attained age 40 by December 31, 1998; (iv) had at least 10
      completed years of Vesting Service under the HI Plan or Nor Am Plan (as
      determined under such plans) as of December 31, 1998; (v) was entitled to
      receive Additional Contribution Credits under the CNP Plan immediately
      prior to the Effective Date; and (vi) is not entitled to a benefit under
      Section 7.6(b) hereof, for so long as such Member is continuously an
      Employee on and after the Effective Date.

            (b)   Additional Contribution Credits shall be credited as of the
      last day of each Plan Year beginning on or after the Effective Date, and
      ending prior to January 1, 2009. Such Additional Contribution Credits
      shall be equal to the product of (i) the Additional Contribution
      Percentage determined pursuant to subsection (c), and (ii) the Member's
      Compensation during the Plan Year.

            (c)   A Member's Additional Contribution Percentage shall be
      determined as follows based on completed years of Vesting Service as of
      December 31, 1998, under the HI Plan or Nor Am Plan, as applicable:

                                       18
<PAGE>

                  (i)   If the Member had at least 10, but less than 15, years
            of Vesting Service, his Additional Contribution Percentage shall be
            1%.

                  (ii)  If the Member had at least 15, but less than 20, years
            of Vesting Service, his Additional Contribution Percentage shall be
            2%.

                  (iii) If the Member had at least 20, but less than 25, years
            of Vesting Service, his Additional Contribution Percentage shall be
            3%.

                  (iv)  If the Member had 25 or more years of Vesting Service,
            his Additional Contribution Percentage shall be 4%.

            (d)   If a Member commences receipt of his Pension during the Plan
      Year, an Additional Contribution Credit shall be made to such Member's
      Cash Balance Account as of the end of the month preceding such Member's
      Annuity Starting Date equal to the applicable percentage specified in
      subsection (c) above of his Compensation for the period from the beginning
      of the Plan Year to the end of the month preceding such Member's Annuity
      Starting Date. If a Member commences receipt of his Pension, and
      subsequent to his Annuity Starting Date receives Compensation for Service
      prior to his Annuity Starting Date, such Member shall receive a Basic
      Contribution Credit with respect to said Compensation.

            (e)   Additional Contribution Credits shall be made with respect to
      a Member on Authorized Absence until the earliest of (i) the Member's
      attainment of age 65, (ii) the Member's Severance from Service Date, or
      (iii) December 31, 2008.

      7.5   Interest Credit:

            (a)   Each Member's Cash Balance Account shall be credited as of the
      last day of each Plan Year beginning on or after the Effective Date, with
      an Interest Credit equal to the Interest Rate times the balance in the
      Member's Cash Balance Account as of the last day of the Plan Year, prior
      to the allocation of the Basic and Additional Contribution Credits for
      such Member for such Plan Year.

            (b)   If a Member commences receipt of his Pension during the Plan
      Year, a prorated Interest Credit shall be made to such Member's Cash
      Balance Account as of the end of the month preceding such Member's Annuity
      Starting Date based on the number of days in the period from the beginning
      of the Plan Year to the end of the month preceding such Member's Annuity
      Starting Date.

            (c)   No Interest Credits shall be made after a Member has commenced
      payment of his Pension in accordance with Article XI.

                                       19
<PAGE>

      7.6   Grandfathered Benefit: A Grandfathered Benefit shall be calculated
under this Section 7.6 upon a termination of Service of a Member who is a
Grandfathered Member. If a Member who is eligible for a Grandfathered Benefit as
of the date his Service terminates (other than for cause) recommences his
Service no later than six months after such termination date, and did not
commence his Pension during such six month period, then, for purposes of this
Section 7.6, such Member's Grandfathered Benefit shall be determined based on
his Service prior to his Severance from Service Date and on and after his
Service recommencement date, in accordance with the provisions of this Section
7.6. If a Member recommences his Service more than six months after his
termination date (regardless of whether he commenced his Pension) or commenced
his Pension during the six month period following the date of his Severance from
Service Date, then such Service Member's Grandfathered Benefit shall be
determined based on his Service as of his initial termination date.

            (a)   General Rule: Except as provided in subsection (b) below, if a
      Member terminates Service, is a Grandfathered Member and is eligible for a
      Grandfathered Benefit, such benefit shall be the applicable of the
      following:

                  (i)   HI Member. With respect to a Grandfathered Member who is
            an HI Member, the Actuarial Equivalent present value calculated
            under Section 7.6(c), (d) or (e), as applicable (collectively, the
            "Prior CNP Plan Benefit Formula"), taking into account Service until
            the earlier of the date the Member terminates Service or December
            31, 2008, and "Prior CNP Plan Compensation" (as is defined in this
            Section) with respect to the additional Service taken into account
            pursuant to this clause (i). A Member who terminates Service prior
            to attaining age 55 and who would otherwise be eligible for a
            Grandfathered Benefit shall be eligible to receive such
            Grandfathered Benefit based on his Prior CNP Plan Compensation and
            Service through the earlier of the date the Member terminates
            Service or December 31, 2008. For purposes of this clause (i),
            "Actuarial Equivalent" shall be computed using the Interest Rate and
            the Mortality Table.

                  (ii)  NorAm/Minnegasco Member. With respect to a Grandfathered
            Member who is a NorAm/Minnegasco Member and who is eligible for a
            Grandfathered Benefit under the NorAm Plan or the Minnegasco Plan,
            such benefit shall be the Actuarial Equivalent present value of the
            benefit calculated under the terms of the NorAm Plan or Minnegasco
            Plan, as applicable, taking into account Service until the earlier
            of the date the Member terminates Service or December 31, 2008, and
            Compensation (as defined in the applicable section of the NorAm Plan
            or Minnegasco Plan, as applicable, on December 31, 1998) with
            respect to the additional Service taken into account pursuant to
            this clause (ii). For purposes of this clause (ii), "Actuarial
            Equivalent" shall be

                                       20
<PAGE>

            computed as described in clause (b) of the Actuarial Equivalent
            definition in Article I of the Plan, except for benefits provided
            under the Entex Plans (under the NorAm Plan) in which case the
            definition of Actuarial Equivalent under the Entex Plans shall be
            used. For purposes of converting the Accrued Benefit on behalf of a
            NorAm/Minnegasco Member who was a member of the NorAm Plan to an
            early retirement benefit under Section 8.2 or to a payment in the
            form of an annuity under Article IX, "Actuarial Equivalent" shall
            mean and shall be determined as defined in and utilizing the rates
            in effect under the NorAm Plan, except for benefits provided under
            the Entex Plans (under the NorAm Plan) in which case the definition
            of Actuarial Equivalent under the Entex Plans shall be used, on
            December 31, 1998. If a NorAm/Minnegasco Member terminates Service
            on an Early Retirement Date and is eligible for a Grandfathered
            Benefit under the NorAm Plan or the Minnegasco Plan, such benefit
            shall be calculated under the terms of the NorAm Plan or the
            Minnegasco Plan, as applicable, based on Compensation (as defined in
            the NorAm Plan or the Minnegasco Plan, as applicable) and Service
            through the earlier of the date the Member terminates Service or
            December 31, 2008. A Member who terminates Service prior to
            attaining age 55 and who would otherwise be eligible for a
            Grandfathered Benefit under the NorAm Plan or the Minnegasco Plan,
            shall be eligible to receive such Grandfathered Benefit calculated
            under the terms of the applicable of the NorAm Plan or the
            Minnegasco Plan based on Compensation (as defined in the NorAm Plan
            or the Minnegasco Plan, as applicable) and Service through the
            earlier of the date the Member terminates Service or December 31,
            2008. For purposes of calculating the Grandfathered Benefit under
            the Entex Plans (under the NorAm Plan), the Actuarial Equivalent of
            such benefit shall include the $4,000 postretirement death benefit
            provided under Section 6.3 of the Entex Plans and such death benefit
            shall not be available under the Plan.

            (b)   Special Rule for Certain Union Employees: A Grandfather
      Benefit shall be calculated under this Section 7.6(b) upon termination of
      Service for a Member who is a Grandfather Member and who, as of December
      31, 1998 and continuous until his termination of Service, was covered by
      the terms of a collective bargaining agreement between the Company and the
      International Brotherhood of Electrical Workers Local Union No. 66 (an
      "IBEW Employee"):

                  (i)   For a Grandfathered Member who terminates Service on or
            before December 31, 2008, the benefit shall be the greater of:

                        (1)   the Actuarial Equivalent present value of the
                  Accrued Benefit calculated under the Prior CNP Plan Benefit

                                       21
<PAGE>


                  Formula, taking into account Service and Prior CNP Plan
                  Compensation with respect to the additional Service taken into
                  account pursuant to this paragraph (1). For purposes of this
                  paragraph (1), "Actuarial Equivalent" shall be computed using
                  the Interest Rate and the Mortality Table; or

                        (2)   the Actuarial Equivalent present value of the
                  Accrued Benefit (including the early retirement subsidy)
                  calculated under the Prior CNP Plan Benefit Formula taking
                  into account Service and Prior CNP Plan Compensation with
                  respect to the additional Service taken into account pursuant
                  to this subsection. For purposes of this paragraph (2),
                  "Actuarial Equivalent" shall be computed using the Unisex
                  Mortality Table UP-1984 without any age adjustments and an
                  interest rate of 8.5% per annum.

                  (ii)  For a Grandfathered Member who is younger than age 35 on
            December 31, 1998 and terminates Service on or after January 1,
            2009, the benefit shall be the Actuarial Equivalent present value of
            the Accrued Benefit calculated under the Prior CNP Plan Benefit
            Formula, taking into account Service until December 31, 2008, and
            Prior CNP Plan Compensation with respect to the additional Service
            taken into account pursuant to this subsection (ii). For purposes of
            this subsection (ii), "Actuarial Equivalent" shall be computed using
            the Interest Rate and the Mortality Table.

                  (iii) For a Grandfathered Member who is age 35 or older on
            December 31, 1998 and terminates Service on or after January 1,
            2009, the benefit shall be the greatest of:

                        (1)   the Actuarial Equivalent present value of the
                  Accrued Benefit calculated under the Prior CNP Plan Benefit
                  Formula, taking into account Service until December 31, 2008,
                  and Prior CNP Plan Compensation with respect to the additional
                  Service taken into account pursuant to this paragraph (1). For
                  purposes of this paragraph (1), "Actuarial Equivalent" shall
                  be computed using the Interest Rate and the Mortality Table;
                  or

                        (2)   the Actuarial Equivalent present value of the
                  Accrued Benefit (including the early retirement subsidy)
                  calculated under the Prior CNP Plan Benefit Formula, based on
                  Prior CNP Plan Compensation and Service until December 31,
                  2008. For purposes of this paragraph (2), "Actuarial
                  Equivalent" shall be computed using the Unisex Mortality Table
                  UP-1984 without any age adjustments and an interest rate of
                  8.5% per annum; or

                        (3)   the Actuarial Equivalent present value of 70% of
                  the benefit that would have been payable on the Grandfathered

                                       22
<PAGE>

                  Member's Normal Retirement Date calculated under the Prior CNP
                  Plan Benefit Formula, based on Prior CNP Plan Compensation and
                  Service through the date the Grandfathered Member terminates
                  Service. For purposes of this paragraph (3), "Actuarial
                  Equivalent" shall be computed using the Interest Rate and the
                  Mortality Table; or

                        (4)   the Actuarial Equivalent present value of 70% of
                  the benefit (including the early retirement subsidy) that
                  would have been payable on the Grandfathered Member's Normal
                  Retirement Date calculated under the Prior CNP Plan Benefit
                  Formula, based on Prior CNP Plan Compensation and Service
                  through the date the Grandfathered Member terminates Service.
                  For purposes of this paragraph (4), "Actuarial Equivalent"
                  shall be computed using the Unisex Mortality Table UP-1984
                  without any age adjustments and an interest rate of 8.5% per
                  annum.

            (c)   Prior CNP Plan Normal Pension: A Grandfathered Member who is
      an HI Member whose Service terminates by reason of retirement on his
      Normal Retirement Date shall be eligible to receive a "Normal Pension"
      commencing on the Grandfathered Member's Normal Retirement Date and
      continuing for the life of the Grandfathered Member, in a monthly amount
      equal to the sum of:

            (i)   1.5% of the Grandfathered Member's Average Monthly
                  Compensation (as defined in this Section 7.6), times the
                  Grandfathered Member's years of Benefit Service (as defined in
                  this Section 7.6), up to a maximum of 35 years; plus

            (ii)  0.44% of the Grandfathered Member's Average Monthly
                  Compensation in excess of one-twelfth (1/12) of Social
                  Security Covered Compensation (as defined in this Section
                  7.6), times the Grandfathered Member's years of Benefit
                  Service, up to a maximum of 35 years.

            (d)   Prior CNP Plan Early Pension:

                  (i)   A Grandfathered Member who is an HI Member whose Service
            terminates before he has completed at least 30 years of Total
            Service shall be entitled to receive an Early Pension, commencing on
            his Normal Retirement Date or, at the Grandfathered Member's option,
            an Early Pension commencing on the first day of any month specified
            by him at or following his Early Retirement Date and preceding his
            Normal Retirement Date, in a reduced amount equal to the Actuarial
            Equivalent of his Accrued Pension at his Early Retirement Date. The
            Accrued Pension at the Grandfathered Member's Early Retirement Date
            shall be calculated as set forth in this Section 7.6.

                                       23
<PAGE>

                  (ii)  A Grandfathered Member whose Service terminates by
            reason of retirement on an Early Retirement Date after completion of
            at least 30 years of Total Service shall be entitled to receive an
            Early Pension commencing on the first day of the month following his
            60th birthday, in an amount equal to his Accrued Pension on his
            Early Retirement Date, or at the Grandfathered Member's option, an
            Early Pension commencing on the first day of any month specified by
            him at or following his Early Retirement Date and preceding the
            first day of the month following his 60th birthday in a reduced
            amount which shall be determined by applying the applicable Early
            Retirement Factor from the following tables to the Grandfathered
            Member's Accrued Pension which would otherwise have commenced on the
            first day of the month following his 60th birthday:

                 Early Retirement Reduction Factors for a Member
                          Who is Not an IBEW Employee:

<TABLE>
<CAPTION>
 Age      Early Retirement Factor
------    -----------------------
<S>       <C>
  55            55.7267%
  56            62.4240%
  57            70.0389%
  58            78.7181%
  59            88.6359%
 60-65         100.0000%
</TABLE>

         Early Retirement Factors For a Member Who is an IBEW Employee:

<TABLE>
<CAPTION>
 Age      Early Retirement Factor
------    -----------------------
<S>       <C>
 55               79.00%
 56               84.00%
 57               89.00%
 58               93.00%
 59               97.00%
60-65            100.00%
</TABLE>

                  (iii) Notwithstanding any provision of this Section to the
            contrary, for purposes of determining a Grandfathered Member's
            eligibility for Early Retirement benefit under this subsection (with
            respect to a Severance from Service Date after December 31, 2008),
            employment with an Employer or an Affiliate after December 31, 2008
            through the Grandfathered Member's Severance from Service Date shall
            be considered in the determination of such benefit.

            (e)   Prior CNP Plan Disability Pension: A Grandfathered Member who
      is an HI Member whose Service terminates prior to his Normal Retirement
      Date

                                       24
<PAGE>

      because of a Disability shall be entitled to receive a Disability Pension
      commencing on his Normal Retirement Date; provided, however, that any
      Grandfathered Member who is entitled to an Early Pension and who has
      elected to receive payment of such Early Pension prior to his Normal
      Retirement Date, shall not be eligible for a Disability Pension. The
      Disability Pension for a Grandfathered Member whose Service terminates by
      reason of a Disability and who satisfies the requirements set forth in
      this Section 7.6(e) shall be a monthly amount equal to the Normal Pension
      under Section 7.6(c) that the Grandfathered Member would have received if
      his Service and Compensation at the time of his disability had continued
      until the earlier of December 31, 2008, or his Normal Retirement Date.
      Such Disability Pension shall be payable monthly on a straight life
      annuity basis, except as may be provided in Article XI.

            (f)   Minimum Grandfathered Benefit: Notwithstanding any provision
      of this Section 7.6 to the contrary, in lieu of the Normal Pension payable
      under Section 7.6(c), the Accrued Pension (as defined in Article I) and as
      used in computing any benefit under this Section, if a greater benefit, a
      Grandfathered Member who is an HI Member shall be entitled to a Minimum
      Normal Pension or a Minimum Accrued Pension in the form of a monthly
      annuity for the life of the Grandfathered Member in an amount equal to $5
      multiplied by the Grandfathered Member's years (and fractions thereof) of
      his Benefit Service.

            (g)   Definitions: For purposes of this Section 7.6, the following
      definitions shall apply:

                  (i)   "Average Monthly Compensation." The result obtained by
            dividing the total Prior CNP Plan Compensation paid to an Employee
            during a considered period by the number of months, including
            fractional months, for which such Prior CNP Plan Compensation was
            received. The considered period shall be the thirty-six (36)
            consecutive completed months within the Employee's last one hundred
            twenty (120) consecutive completed months of Service which yield the
            highest average; provided, however, that if an Employee has less
            than thirty-six (36) consecutive completed months of Service for
            which Prior CNP Plan Compensation was received, his considered
            period shall be all his months, including fractional months, for
            which Prior CNP Plan Compensation was received. In computing Average
            Monthly Compensation for a Member who terminates Service and returns
            to active Service with an Employer or an Affiliate before or after a
            Break In Service and who is entitled to accrue additional Benefit
            Service or is entitled to a reinstatement of his prior Service and
            Benefit Service, such period of his absence from active Service
            during which he did not receive Prior CNP Plan Compensation from the
            Employer or an Affiliate shall be ignored or excluded in determining
            the one hundred twenty (120) consecutive completed months and the
            thirty-six (36) consecutive completed months to be used in
            determining the Employee's Average Monthly Compensation at a
            subsequent date.

                                       25
<PAGE>

                  (ii)  "Benefit Service." The amount of Pension payable under
            this Section 7.6 to or on behalf of a Grandfathered Member shall be
            determined on the basis of his period of Benefit Service. Subject to
            the Break In Service provisions in Article IV hereof, a
            Grandfathered Member shall accrue 1/365th of a year of Benefit
            Service for each day of Service earned from and after the Effective
            Date, excluding, however, the following periods of Service:

                        (1)   Service credited while a Transferred Member, and

                        (2)   Service credited for a period of absence because
                              of reemployment prior to incurring a Break In
                              Service in accordance with Section 4.3 hereof.

                  (iii) "Prior CNP Plan Compensation." The regular compensation
            actually paid to or accrued for the respective Employee (other than
            Employees who are Transferred Members) by their Employers for
            personal services during the applicable payroll period, including
            (but not by way of limitation) normal salary, wages, commissions and
            any Code Section 401(k) elective deferrals ("Pre-Tax Contributions")
            made under a Code Section 401(a) plan maintained by the Employer and
            any amounts by which an Employee's compensation is reduced because
            of an election under the Employer's flexible benefits plan under
            Code Section 125 (the "Flex Plan"), but excluding bonuses, overtime
            compensation, expense allowances, or other special compensation and
            contributions of the Employer (other than Pre-Tax Contributions and
            compensation reductions under the Flex Plan) to or benefits under
            this Plan or any other welfare or deferred compensation plan.
            Compensation shall include, for those Employees participating in a
            twelve-hour shift program implemented by the Company and maintained
            by it or by an Employer, the straight-time component of any required
            overtime performed by such Employees as part of such program;
            provided, however, that the straight-time component so counted shall
            not result in Prior CNP Plan Compensation being counted for Hours of
            Service in excess of eighty (80) hours per two-week period. The
            Prior CNP Plan Compensation of an Employee as reflected by the books
            and records of the Employer shall be conclusive. If an Employee
            accrues Benefit Service during an Authorized Absence, monthly Prior
            CNP Plan Compensation shall be determined on the date the Authorized
            Absence commenced and shall be deemed to continue until the
            expiration of the Authorized Absence. With respect to an Employee on
            Leave for Business or Civic Reasons who is not a highly compensated
            employee (as defined in Code Section 414(q)) and with respect to an
            Employee absent from employment while on Initial LTD Status under
            the Long Term Disability Plan of an Employer, "Prior CNP Plan
            Compensation" means the current salary or base wage of the position
            such Employee held immediately before his Authorized Absence or
            Initial LTD Status commenced, during the applicable payroll period,
            including

                                       26
<PAGE>

            any Pre-FTax Contributions. Notwithstanding anything herein to the
            contrary, Prior CNP Plan Compensation shall not include any payments
            made in connection with a Member's termination of employment or
            severance pay. Notwithstanding anything herein to the contrary, in
            no event shall the Prior CNP Plan Compensation taken into account
            under the Plan for any Employee for any Plan Year exceed (A) the
            compensation dollar limit in Code Section 401(a)(17), as adjusted by
            the Secretary of the Treasury or his delegate to reflect
            cost-of-living increases under Code Section 401(a)(17)(B), as
            applicable, for a Plan Year commencing prior to September 1, 2004,
            or (B) $200,000, as adjusted by the Secretary of the Treasury or his
            delegate to reflect cost-of-living increases under Code Section
            401(a)(17)(B), as applicable, for a Plan Year commencing on or after
            September 1, 2004.

                  (iv)  "Social Security Covered Compensation." A Grandfathered
            Member's "Social Security Covered Compensation" for a Plan Year is
            the average (without indexing) of the taxable wage bases in effect
            for each calendar year during the thirty-five (35) year period
            ending with the last day of the calendar year in which the
            Grandfathered Member attains (or will attain) his Social Security
            Retirement Age, as defined in Code Section 415(b)(8). In determining
            a Grandfathered Member's Social Security Covered Compensation for a
            Plan Year, the taxable wage base for the current Plan Year and any
            subsequent Plan Year shall be assumed to be the same taxable wage
            base as in effect as of the beginning of the Plan Year for which the
            determination is being made. A Grandfathered Member's Social
            Security Covered Compensation for a Plan Year after the thirty-five
            (35) year period described in this subsection is the Grandfathered
            Member's Social Security Covered Compensation for a Plan Year during
            which the Grandfathered Member attained his Social Security
            Retirement Age. A Grandfathered Member's Social Security Covered
            Compensation for a Plan Year before the thirty-five (35) year period
            described in this subsection is the taxable wage base in effect as
            of the beginning of the Plan Year. The determination of a
            Grandfathered Member's Covered Compensation for any Plan Year shall
            be made by reference to "Table II" in the "Covered Compensation
            Table," issued by the Internal Revenue Service in such Plan Year. A
            Grandfathered Member's Social Security Covered Compensation shall be
            automatically adjusted for each Plan Year; provided, however, that
            such adjustment shall not result in a decrease in any Grandfathered
            Member's Accrued Pension as of the date immediately preceding the
            effective date of such adjustment.

                                       27
<PAGE>

                                  ARTICLE VIII

                      REQUIREMENTS FOR RETIREMENT BENEFITS

      8.1   Retirement Benefit: A Member who terminates his employment after
satisfying the vesting requirements in Section 5.1 shall be eligible to receive
a Pension (as described in Article VII) commencing on his Annuity Starting Date
payable in accordance with the provisions of Article XI.

      8.2   Early Retirement: A Member who retires on his Early Retirement Date
and has met the age and service requirements to receive a Grandfathered Benefit
under Section 7.6 or an early retirement benefit under the NorAm Plan shall be
eligible to receive a Pension commencing on his Annuity Starting Date.

      8.3   Retirement Benefits Following an Authorized Absence: A Member who
has been on an Authorized Absence shall be eligible to receive a Pension, after
satisfying the vesting requirements in Section 5.1, following the Member's
Severance from Service Date, as determined pursuant to Article III.

      8.4   Involuntary Separation Benefit For Members: A Member (i) whose
Service is terminated involuntarily, (ii) who has attained age 50, but not age
55, and completed at least twenty (20) years of Service on the date of such
involuntary termination, and (iii) who qualifies for a benefit under a
Company-sponsored involuntary severance benefit plan which provides for this
benefit, and who satisfies all requirements for such benefit under such
severance plan, may be entitled to receive an early retirement benefit payable
in a form other than a lump sum, as described in Section 8.2, (x) in the case of
a Member who is a NorAm/Minnegasco Member, based on his Service accrued for
benefit accrual purposes as of his actual termination of Service but not payable
until the NorAm/Minnegasco Member has attained at least age 55 or (y) in the
case of a Member who is an HI Member, based on his Service accrued for benefit
accrual purposes as of his actual termination of Service plus such Service which
would have accrued for purposes of eligibility for the Early Retirement benefit
but not for purposes of benefit accrual had the Member remained actively
employed with an Employer until attaining age 55 but not payable until the HI
Member has attained at least age 55.

                                       28
<PAGE>

                                   ARTICLE IX

                                  DEATH BENEFIT

      9.1   Death Benefit: The Beneficiary of each Member who dies during
Service shall be entitled to a Death Benefit equal to the balance in the
Member's Cash Balance Account at the time of his death, or, if applicable and if
it produces a greater benefit, then the death benefit provided under Section
9.5. Such Death Benefit shall be payable to the Member's Beneficiary as
hereinafter provided.

      9.2   Payment of Death Benefit:

            (a)   If the Member's Beneficiary is his Spouse, the Death Benefit
      shall be payable to such Spouse in the form of an Actuarial Equivalent
      immediate Single Life Annuity and commencing upon the Spouse's election to
      commence receipt of benefits under this Section. The Spouse may instead
      elect to receive the entire benefit in a single, lump-sum payment. A
      Spouse's election to receive the entire benefit in a lump-sum payment must
      be made prior to the commencement of payment in annuity form and must be
      made in accordance with the requirements for election of an optional form
      of benefit applicable to an unmarried Member as set forth in Section 11.3.

                  If the Member's Beneficiary is his Spouse and payment of the
      Death Benefit is deferred, the Member's Cash Balance Account shall
      continue to be credited with Interest Credits until the last day of the
      Plan Year immediately preceding the date as of which payment of the Death
      Benefit is made or commences plus a prorated Interest Credit based on the
      number of days in the period from the beginning of the Plan Year in which
      the payment of the Death Benefit is made or commences to the date as of
      which payment is made or commences.

            (b)   If the Member's Beneficiary is not his Spouse, then the Death
      Benefit shall be payable in a single, lump sum as soon as reasonably
      practicable and no later than five years from date of death.

            (c)   Notwithstanding any provision herein to the contrary, if the
      Actuarial Equivalent value of a Death Benefit payable on behalf of a
      Member does not exceed $5,000, then such Death Benefit shall be paid to
      the Spouse or other Beneficiary, as applicable, in a cash lump sum as soon
      as administratively practicable after the Member's death.

                                       29
<PAGE>

      9.3   Pre-Retirement Survivor Annuity: Notwithstanding anything herein to
the contrary, in no event shall the Death Benefit payable to a Spouse be less
than the actuarial value of a pre-retirement survivor annuity as defined in Code
Section 417(c)(1) as of the date of the Member's death.

      9.4   Effect on Optional Form Election: Any Member who dies prior to his
Annuity Starting Date shall be entitled only to a Death Benefit pursuant to this
Article IX, regardless of whether such Member elected an optional form of
benefit pursuant to the provisions of Sections 11.3 and 11.4.

      9.5   Spouse's Pension under Grandfathered Benefit:

            (a)   HI Member's Spousal Pension Amount: Provided the benefit
      provided in this Section 9.5 is greater than the benefit provided by the
      Member's Cash Balance Account, if an HI Member who is entitled to a
      Grandfathered Benefit (i) dies (a) while in the active employment of an
      Employer or Affiliate or while on an Authorized Absence, (b) after his
      Normal or Early Retirement, but before commencement of his HI Pension, (c)
      after terminating his Service because of a Disability but before such
      Disability has ended, or (d) after attaining age fifty-five (55) and after
      terminating Service with the right to receive an HI Pension, but before
      commencement of such HI Pension; and (ii) is survived by a Spouse, such
      Spouse shall be entitled to receive a Spouse's Pension in an amount equal
      to the product of (x) multiplied by (y), where (x) is the Prior CNP Plan
      Normal Pension the Member would receive under Section 7.6(c) if he had
      terminated Service on the first day of the month during which the Member
      died, determined on the basis of his Prior CNP Plan Compensation and
      Benefit Service up to the first day of the month during which the Member
      died (without any reduction because of early commencement of the HI
      Pension payments under Section 7.6(d) or because of optional modification
      under Section 11.4(a)), or in the case of a Disabled Member, the amount
      the Member would have received if his Benefit Service and Prior CNP Plan
      Compensation at the time he became Disabled had continued until his death,
      and (y) is the percentage determined in accordance with the following
      schedule:

<TABLE>
<CAPTION>
Number of Years By Which
Member's Date of Birth Precedes
Member's Spouse's Date of Birth             Percentage
---------------------------------------     ----------
<S>                                         <C>
Up to 5 years                                  50%
More than 5 years but less than 6 years        49%
More than 6 years but less than 7 years        48%
More than 7 years but less than 8 years        47%
.. . . . . . and so on . . . . .
</TABLE>

      Notwithstanding any other provision of this Plan, the Spouse's Pension
      payable to a deceased Grandfathered Member's Spouse under the provisions
      of this Section 9.5 shall not be less than fifty percent (50%) of the
      Grandfathered Benefit which

                                       30
<PAGE>

      would have been payable to the Member if he had commenced receiving, on
      the first day of the month in which the Member died, an Automatic Option
      described in Section 11.2(b) under which his Spouse is entitled to a fifty
      percent (50%) survivor pension. The Spouse's Pension shall be payable in
      the form of monthly payments commencing on the first day of the month
      following the month during which the Member died and terminating with the
      last payment due prior to the Spouse's death.

            (b)   Pre-Retirement Survivor Annuity: If an HI Member who is
      entitled to a Grandfathered Benefit dies before attaining age fifty-five
      (55) either while in Service or after terminating Service with the right
      to receive an HI Pension and before commencement of such HI Pension, then
      such Member's surviving Spouse, if any, shall receive the same benefit, if
      any, that would have been payable if the Member had (i) separated from
      Service on the date of death, (ii) survived to his Early Retirement Date,
      (iii) retired with an immediate Automatic Option described in Section
      11.2(b) at his Early Retirement Date, and (iv) died on the day after his
      Early Retirement Date. For purposes of this Section 9.5(b), a surviving
      Spouse shall begin to receive payments at the Member's Early Retirement
      Date unless such surviving Spouse elects a later commencement date. If any
      Spouse qualified for both a Pre-Retirement Survivor Annuity under this
      Section 9.5(b) and a Spouse's Pension under Section 9.5(a), such Spouse
      shall receive only the more valuable benefit, or, if greater, the Member's
      Cash Balance Account.

            (c)   Benefits to Dependent Children: If an HI Member who is
      entitled to a Grandfathered Benefit dies under circumstances which would
      have resulted in the payment of a Spouse's Pension under Section 9.5(a)
      except that the Member is not survived by a Spouse, and such deceased
      Member is survived by one or more Dependent Children (as defined herein),
      such Dependent Child or Children shall receive, in equal shares, total
      death benefits equal to the benefit which would have been payable under
      Section 9.5(a) if the Member had been survived by a Spouse less than five
      (5) years younger than the Member, provided such benefit is greater than
      the benefit provided by the Member's Cash Balance Account. Payment of such
      death benefits shall begin on the first day of the month following such
      Member's death, and payment of such death benefits to each such Dependent
      Child shall end on the date each such dependent child no longer qualifies
      as a Dependent Child and shall recommence if the child thereafter
      requalifies as a Dependent Child. Payments due under this Section 9.5(c)
      to Dependent Children shall be subject to the provisions of Section 19.11
      as though such Dependent Children were legal minors. For purposes of this
      Section 9.5(c), a "Dependent Child" or "Dependent Children" shall mean any
      unmarried child of the Member who was primarily dependent upon the Member
      for support and maintenance and who is (i) under the age of 19, (ii) over
      the age of 18, but under the age of 24, and a Full-time Student (as
      hereinafter defined) or (iii) permanently and totally disabled as more
      particularly described in Section 151(c)(5)(C) of the Code. For purposes
      of this Section 9.5(c), a "Full-time Student" means a Dependent Child,
      over age 18 and under age 24, who attends high school, college,
      university,

                                       31
<PAGE>

      graduate school or technical or trade school on a full-time basis and such
      status requires (i) attendance of high school at least five hours per day
      or (ii) enrollment in any other covered school for at least 12 semester
      hours or (iii) meeting the school's definition of full-time status if
      semester hours are not used.

            (d)   NorAm/Minnegasco Member's Spousal Pension: The spousal
      pension, if any, for the Spouse of a NorAm/Minnegasco Member who is
      entitled to a Grandfathered Benefit under the NorAm Plan or the Minnegasco
      Plan, as applicable, upon such Member's death shall be determined in
      accordance with the terms of the NorAm Plan or Minnegasco Plan, provided
      that such benefit is greater than the benefit provided by the Member's
      Cash Balance Account; provided, however, that, the foregoing
      notwithstanding, for purposes of the Plan, the $4,000 postretirement death
      benefit provided under Section 6.3 of the Entex Plans (under the NorAm
      Plan) shall not be available under the Plan (such benefit is included in
      the calculation the Grandfathered Benefit under the Entex Plans as
      provided in Section 7.6(a)(ii) of the Plan).

      9.6   No Death Benefit After Commencement of Benefits: No Death Benefit
shall be payable under this Article IX with respect to a Member who has
commenced payment of his Pension.

                                       32
<PAGE>

                                   ARTICLE X

                                  BENEFICIARIES

      10.1  Designation of Beneficiary: Unless otherwise provided below, each
Member may designate a contingent annuitant or joint pensioner ("Beneficiary")
to receive the remaining guaranteed payments or survivor pension under an
optional Pension elected pursuant to Section 11.4 or to receive any Death
Benefit payable under Article IX. Such designation must be in writing and filed
with the Committee, in the form and manner prescribed by the Committee. The
Member may change or cancel any such optional Pension election at the times and
subject to uniform rules established by the Committee.

            The Beneficiary designated under this Section shall be the Member's
surviving Spouse, but if there is no surviving Spouse, the Beneficiary or
Beneficiaries designated by the Member in a written designation filed with the
Committee. If no such designation shall have been so filed, or if no designated
Beneficiary survives the Member or if a designated Beneficiary cannot be located
by the Committee, using reasonable diligence, within six months of the death of
the Member, then such remaining Pension or Death Benefit, as applicable, shall
be payable to the duly appointed and serving personal representative of the
Member'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
Member's death, there is no duly appointed and serving personal representative
of the Member's estate who has provided the Committee with Documentary Proof,
then such remaining Pension or Death Benefit, as applicable, shall be payable to
the Member's heirs at law, determined in accordance with the laws of intestate
succession of the State in which the Member was domiciled at the time of the
Member'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 distributions to such heirs, including,
but not limited to, the numbers, names, addresses, social security numbers, and
birth dates of such heirs. No designation of any Beneficiary other than the
Member's surviving Spouse shall be effective unless in writing and received by
the Member's Employer and in no event shall it be effective as of the date prior
to such receipt. The former Spouse of a Member 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.

            Each Member shall have the right at any time to designate and to
rescind or change any designation of a contingent Beneficiary or Beneficiaries
to receive benefits in the event of his death and the death (predeceasing the
death of the Member) of the primary Beneficiary. Any such designation, change or
rescission of designation shall be made in such form and manner as prescribed by
the Committee, including, but not limited to, in writing or by electronic means.
A contingent Beneficiary or Beneficiaries shall be entitled to receive any
unpaid Death Benefit (whether payable in a lump sum or in installments for a
guaranteed period) only if no primary Beneficiary is alive or legally entitled
to receive it on the date of payment of the benefit or any installment thereof.
The estate, assignee or appointee of either a primary or a contingent
Beneficiary shall have no interest in or right to receive any Death Benefit
payment

                                       33
<PAGE>

not actually made before such Beneficiary's death. Subject to the express
provisions of Article IX, the last such designation received by the Committee
shall be controlling over any testamentary or other disposition.

            The provisions of this Article X shall have no application to the
designation of or change in designation of a joint pensioner by a Member
electing a joint and survivor option, which shall be governed solely by the
provisions of Article XI hereof. If the Committee shall be in doubt as to the
right of any Beneficiary designated by a deceased Member to receive any unpaid
death benefit, the Committee may direct the Trustee to pay the amount in
question to the estate of such Member, in which event the Trustee, the Employer,
the Committee and any other person in any manner connected with the Plan shall
have no further liability in respect to the amount so paid.

      10.2  Spouse as Beneficiary: Notwithstanding anything herein to the
contrary, if a Member who is eligible for a Death Benefit under Article IX is
married to his Spouse at the time of his death, then such Member's Beneficiary
shall be his Spouse and no designation, with or without Spousal consent, of any
other Beneficiary shall be valid.

                                       34
<PAGE>

                                   ARTICLE XI

                               PAYMENT OF PENSIONS

      11.1  Commencement of Benefits: Anything to the contrary notwithstanding,
each Pension payable under this Plan shall be subject to the following
requirements:

            (a)   Commencement of Normal Pension: Unless the Member elects
      otherwise in writing, the distribution of his Pension shall begin no later
      than the 60th day after the latest of the close of the Plan Year in which
      (i) the Member attains age 65, (ii) occurs the 10th anniversary of the
      Plan Year in which the Member commences participation in the Plan, or
      (iii) the Member terminates Service.

            (b)   Commencement of Postponed Pension: Each Member's benefits
      shall be distributed to him not later than the Member's Required Beginning
      Date. If a Member's Required Beginning Date is later than the April 1
      following the end of the calendar year in which such Member attains age 70
      1/2, then such Member's Pension shall be actuarially adjusted to take into
      account the period after age 70 1/2 in which he is not receiving his
      Pension, in accordance with Code Section 401(a)(9)(C)(iii) and applicable
      Internal Revenue Service guidance addressing the same. The distribution of
      a Member's Pension pursuant to this subsection (b) shall be made in
      accordance with the requirements of Code Section 401(a)(9), including the
      incidental death benefit requirements of Code Section 401(a)(9)(G), and
      the final Treasury Regulations thereunder issued on June 15, 2004.

                  A Member will commence minimum distributions from the Plan no
      later than his Required Beginning Date. If benefits are to be paid in the
      form of the Automatic Option or one of the optional forms provided under
      Section 11.4, the amount that must be distributed on or before the
      Member's Required Beginning Date must be equal to one monthly pension
      payment and the second payment need not be made until the end of the next
      month even if that month ends in the next calendar year. Such monthly
      payments must continue thereafter over the life of the Member. If the
      period for the first monthly pension payment ends on or after the Member's
      Required Beginning Date, all of the Member's benefit accruals as of the
      last day of the first distribution calendar year (the calendar year
      immediately preceding the year which contains the Member's Required
      Beginning Date) will be included in the calculation of the amount of the
      annuity payments for the month ending on or after the Member's Required
      Beginning Date. Any additional benefits accruing to the Member in a
      calendar year after the first distribution calendar year will be
      distributed beginning with the first monthly payment in the calendar year
      immediately following the calendar year in which such amount accrues.

                                       35
<PAGE>

                  Payment of required minimum distributions upon the death of
      the Member, either before or after the Member's Required Beginning Date,
      will be made in accordance with Article IX of the Plan.

                  The requirements of this subsection (b) shall take precedence
      over any inconsistent provisions of the Plan and all distributions
      required under this subsection (b) shall be determined and made in
      accordance with the final Treasury Regulations under Code Section
      401(a)(9).

      11.2  Normal Form of Payment:

            (a)   Single Life Annuity: Pensions payable to the Member shall
      normally be payable monthly on the first day of each calendar month in the
      form of a Single Life Annuity, commencing with the first day of the
      calendar month coincident with or next following the Member's termination
      of employment after his Normal Retirement Date, and shall stop with the
      payment due on the first day of the month of the Member's death, unless he
      is eligible for and duly elects an optional Pension, as provided in
      Section 11.4 below.

            (b)   Automatic Option: A Member who is legally married prior to his
      Annuity Starting Date shall receive payment of his Pension in the form of
      the Automatic Option, which is the Actuarial Equivalent of his Single Life
      Annuity otherwise payable. Additionally, a Member who was married within
      the one-year period prior to his Annuity Starting Date shall also receive
      the Automatic Option. The term "Automatic Option" means an annuity for the
      life of a Member with a survivor annuity payable for the life of the
      Member's Spouse which is 50% of the amount of the annuity payable during
      the joint lives of the Member and his Spouse, and which is the Actuarial
      Equivalent of the Single Life Annuity otherwise payable to such Member.
      The Automatic Option shall be payable unless the Member shall have
      theretofore elected in writing, with the written consent of his Spouse, if
      any, not to receive such Automatic Option after having received a written
      explanation of the terms and conditions of the Automatic Option and the
      effect of an election not to receive such Automatic Option but to receive
      his Single Life Annuity or other optional Pension otherwise payable
      hereunder. For purposes of this Section 11.2, the term "Spouse" shall also
      include the person to whom the Member is legally married on the Member's
      Annuity Starting Date even though they have been married to each other for
      less than one year.

            (c)   No amount attributable to the Automatic Option shall be
      payable, however, if a Member entitled to a Pension shall die before his
      Annuity Starting Date.

                                       36
<PAGE>

      11.3  Election to Waive Automatic Option:

            (a)   A written explanation of the terms and conditions of the
      Automatic Option and the effect of refusing it will be furnished to a
      Member no less than 30 days and no more than 90 days prior to the date
      when he would first become eligible to commence receiving a Pension
      hereunder. The Member may request additional information regarding the
      Automatic Option within 60 days of the furnishing of such explanation to
      him. A written reply will be made within 30 days of his request. During an
      election period beginning 90 days prior to the Annuity Starting Date, the
      Member may, with the written consent of his Spouse, elect in writing to
      the Committee not to receive the Automatic Option, in which case the
      normal form of payment described in Section 11.2(a) shall be applicable
      unless the Member elects payment in one of the optional forms under
      Section 11.4. Throughout the election period the Member may file written
      revocations or written elections with the Committee.

            (b)   A married Member who elects not to receive the Automatic
      Option must obtain the consent of his Spouse to elect payment in one of
      the optional forms of payment provided in Section 11.4 provided that
      Spousal consent is not required if the Member elects Option 2, the
      Beneficiary is the Member's Spouse, and the survivor benefit is equal to
      50% or more of the Member's benefit. A Spouse's consent shall not be
      effective unless: (i) the Member's Spouse consents in writing to the
      election; (ii) the election designates a specific alternate Beneficiary
      (including any class of Beneficiaries or any contingent Beneficiaries) and
      a form of benefit which may not be changed without spousal consent (or the
      Spouse expressly permits designations by the Member without any further
      spousal consent); (iii) the Spouse's consent acknowledges the effect of
      the election; and (iv) the Spouse's consent is witnessed by a Plan
      representative or notary public. If it is established to the satisfaction
      of a Plan representative that such written consent may not be obtained
      because there is no Spouse or the Spouse cannot be located, a waiver will
      be deemed a qualified election. Any consent by a Spouse under this Section
      (or establishment that the consent of the Spouse cannot be obtained) shall
      be effective only with respect to such Spouse. A consent that permits
      designations by the Member without any requirement of further consent by
      the Spouse must acknowledge that the Spouse has the right to limit consent
      to a specific beneficiary, and a specific form of benefit where
      applicable, and that the Spouse voluntarily elects to relinquish either or
      both of such rights. A revocation of a prior waiver may be made by a
      Member without the consent of the Spouse at any time prior to the
      commencement of benefits. The number of revocations shall not be limited.
      For purposes of this Section, the Spouse or surviving Spouse of the Member
      shall be deemed the recipient under the Automatic Option, provided that a
      former Spouse will be treated as the Spouse or surviving Spouse to the
      extent provided under a qualified domestic relations order as described in
      Section 414(p) of the Code.

                                       37
<PAGE>

      11.4  Other Optional Pensions:

            (a)   In lieu of his Normal Form of Payment determined pursuant to
      Section 11.2, a Member who has terminated Service may, in accordance with
      the requirements of Section 11.3, select any below listed optional form of
      Pension which shall be the Actuarial Equivalent of the Pension otherwise
      payable to such Member:

                  Option 1: Smaller monthly amounts payable to the Member for
            his lifetime, and, in the event of the Member's death within a
            designated period certain after his Annuity Starting Date, the same
            monthly amount payable for the balance of the period certain to a
            Beneficiary designated by him. The period certain of any option or
            benefit under this Option 1 shall be the lesser of (i) 10 years or
            (ii) the life expectancy of the Member on the commencement date of
            such optional Pension. Should the term certain period not be
            complete by the date the Member and the Member's Beneficiary both
            are deceased, any remaining payments shall be continue in the same
            amount to the Member's or Beneficiary's estate, as applicable, until
            the end of the period.

                  Option 2: Smaller monthly amounts payable to the Member during
            his lifetime, with 100%, 75%, 66 2/3% or 50% of which to be
            continued to a Beneficiary designated as a joint pensioner for the
            lifetime of such Beneficiary following the death of the Member. If a
            Member shall designate as a joint pensioner a person other than the
            Spouse of such Member, no Pension otherwise permissible under this
            option may be selected which would result in a Pension to such
            Member of less than 2/3 of the Normal Pension under Section 7.1.
            Payment of the Member's Pension under this Option 2 may commence at
            any time after the Member's termination of Service.

                  Option 3: A single, lump-sum payment equal to the Member's
            Pension payable at any time after the Member's termination of
            Service.

            (b)   Upon the commencement of benefits to a Member who has made a
      valid election of an optional benefit hereunder, the form of optional
      benefit and any Beneficiary designation shall become irrevocable except to
      the extent otherwise required pursuant to Section 11.2(b).

            (c)   Notwithstanding any provisions of this Section 11.4 to the
      contrary, the amount to be distributed each year to a Member under Option
      1 or Option 2 described in this Section must be at least an amount equal
      to the quotient obtained by dividing the Member's entire interest by the
      life expectancy of the Member or joint and last survivor expectancy of the
      Member and designated

                                       38
<PAGE>

      Beneficiary. Life expectancy and joint and life survivor expectancy shall
      be computed by the use of the return multiples contained in Treasury
      Regulation Section 1.72-9. For purposes of this computation, a Member's
      life expectancy may be recalculated no more frequently than annually;
      provided, however, that the life expectancy of a non-Spouse beneficiary
      may not be recalculated. If the Member's Spouse is not the designated
      Beneficiary, the method of distribution selected must assure that more
      than 50% of the present value of the amount available for distribution is
      paid within the life expectancy of the Member. In addition to the optional
      forms of payment provided in this Section 11.4 of the Plan, a
      NorAm/Minnegasco Member may elect to receive his NorAm/Minnegasco Pension
      in one of the optional forms of benefit that are available with respect to
      Member's NorAm/Minnegasco Pension under the NorAm Plan, if he was a member
      of the NorAm Plan, or the Minnegasco Plan, if he was a member of the
      Minnegasco Plan, subject to Section 11.3.

      11.5  Payment of Small Benefits: Notwithstanding any provision herein, if
the Actuarial Equivalent value of a Member's Pension does not exceed $5,000,
then such benefit shall be paid to the Member in a cash lump sum as soon as
administratively practicable after the Member's termination of Service. If the
Actuarial Equivalent present value of an Alternate Payee's amounts assigned
pursuant to a qualified domestic relations order, as defined in Code Section
414(q) ("QDRO"), does not exceed $5,000, then such benefit shall be paid as soon
as administratively practicable without the Member's or the Alternate Payee's
consent, unless the QDRO prohibits immediate distribution. Any Member or
Alternate Payee entitled to a distribution in accordance with this subsection
shall be entitled to elect to have such benefit paid as a direct transfer in
accordance with Code Section 401(a)(31) and pursuant to the procedures then
established by the Committee.

      11.6  Reemployment: If a Member is reemployed as a Member after
terminating his employment with an Employer, the following steps shall be taken:

            (a)   If such Member was receiving Pension benefits while terminated
      from an Employer, he shall cease receiving such benefits as of the date he
      completes 500 Hours of Service. Benefits for any Member who was receiving
      Pension benefits, or would have been receiving benefits if the Member had
      not returned to active Service, shall be permanently suspended for each
      month in which such Member completes at least 40 Hours of Service.

            (b)   Payment of benefits shall resume no later than the first day
      of the third calendar month in which the Member again terminates Service.
      The initial payment upon such resumption of benefits shall include the
      payment scheduled to occur in the calendar month when payments resume.
      Such Member's Pension upon his subsequent termination shall be adjusted
      pursuant to Section 11.7.

            (c)   Notwithstanding anything herein to the contrary, no Pension
      benefits that commence on or after a Member has reached his Normal
      Retirement Date shall be suspended unless the Committee first notifies the
      Member by personal delivery or first-class mail during the first calendar
      month or payroll

                                       39
<PAGE>

      period in which the Plan withholds payment that his benefits were
      suspended. Such notification shall contain a description of the specific
      reasons why Pension benefits are being suspended, a copy of such
      provisions, and a statement to the effect that applicable Department of
      Labor regulations may be found in Section 2530.203-3 of the Code of
      Federal Regulations, or, to the extent permitted under the Code or ERISA,
      shall direct the Member to the relevant portion of the summary plan
      description. In addition, the suspension notification shall inform the
      Member of the Plan's procedure for review of suspension of benefits.

            (d)   To the extent required by the Code or ERISA, a notice similar
      to that provided under Section 11.6(c) shall be provided to each Member
      who continues in the employment of the Employer past his Normal Retirement
      Date.

      11.7  Reduction of Normal Retirement Pension to Account for Distributions:
The following rules shall apply with respect to distributions on account of a
Member:

            (a)   If a Member terminates his Service and receives a lump-sum
      distribution pursuant to this Article XI, his Cash Balance Account shall
      be reduced to zero at the time such distribution is made.

            (b)   If a Member terminates his Service and elects and commences to
      receive an annuity form of payment and is subsequently rehired by the
      Company or an Employer, then, as of his recommencement of Service date,
      the Member's annuity shall be frozen and his payments shall cease during
      such reemployment period and a Cash Balance Account shall be established
      for him with a zero initial balance, under which he shall be eligible to
      receive prospective Basic Contribution Credits and Interest Credits. Upon
      his subsequent Severance from Service Date, such Member's annuity payment
      shall recommence and he shall be entitled to receive his benefit from his
      Cash Balance Account in accordance with the applicable terms of the Plan.

      11.8  Direct Rollovers: Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this Section,
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. For the purposes of this Section the following definitions shall
apply:

            (a)   "Eligible Rollover Distribution" shall mean 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
      beneficiary, or for a specific period of 10 years or more; any
      distribution to the extent such distribution is required under Section
      401(a)(9) of the Code; and the portion of any distribution that is not
      includable in gross income (determined without regard

                                       40
<PAGE>

      to the exclusion for net unrealized appreciation with respect to employer
      securities).

            (b)   "Eligible Retirement Plan" shall mean (1) an individual
      retirement account described in Section 408(a) of the Code, (2) an
      individual retirement annuity described in Section 408(b) of the Code, (3)
      an annuity plan described in Section 403(a) of the Code, (4) an annuity
      contract described in Section 403(b) of the Code, (5) an eligible plan
      under Section 457(b) of the Code which is maintained by a State, political
      subdivision of a State, or any agency or instrumentality of a State or
      political subdivision of a State and which agrees to separately account
      for amounts transferred into such plan from this Plan, or (6) a qualified
      trust described in Section 401(a) of the Code, that accepts the
      Distributee's Eligible Rollover Distribution. The definition of Eligible
      Retirement Plan shall also apply in the case of an Eligible Rollover
      Distribution to a surviving spouse or to a spouse or former spouse who is
      the alternate payee under a qualified domestic relations order, as defined
      in Code Section 414(p).

            (c)   "Distributee" shall mean a Member or former Member of the
      Plan. In addition, the Member's or former Member's surviving spouse and
      the Member's or former Member'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.

            (d)   "Direct Rollover" shall mean a payment by the Plan to the
      Eligible Retirement Plan specified by the Distributee.

      11.9  Uniform Alternate Benefits: Notwithstanding any provisions of the
Plan to the contrary, the following provisions shall apply:

            (a)   Any provision which restricts the availability of an alternate
      form of benefit to a certain select group or classification of Members or
      Beneficiaries which favors the prohibited group shall be considered null
      and void, with the result that such alternate form of benefit shall be
      available to all Plan Members. Plan provisions will be considered to favor
      the prohibited group if the group of employees to whom the benefit is
      available does not satisfy the 70% test of Code Section 410(b)(1)(A) or
      the non-discriminatory classification of Code Section 410(b)(1)(B);
      provided, however, that any Plan provision that mandates a single-sum
      distribution where the present value of a Member's non-forfeitable Accrued
      Benefit is not more than $5,000 will not be considered to favor the
      prohibited group.

            (b)   Any Plan provision which restricts or would deny a Member
      through the withholding of consent or the exercise of discretion by some
      person or persons other than the Member (and, where relevant, other than
      the Member's Spouse) of an alternative form of benefit shall be considered
      amended to delete the consent and/or discretion requirement. An "alternate
      form of benefit," by definition, encompasses the different forms of
      benefit payment available under

                                       41
<PAGE>

      the Plan which provide that: (i) a Member's benefits under the Plan may be
      paid in more than one form or (ii) payment of a particular form of benefit
      may commence at some time earlier or later than the normal date for the
      commencement of such benefit.

                                       42
<PAGE>

                                   ARTICLE XII

                                CLAIM PROCEDURES

      12.1  Presenting Claims for Benefits: A Member or any other person
claiming under any deceased Member, such as the Member's Spouse or Beneficiary
(collectively, the "Applicant") may submit written application to the Committee
(or its delegate) 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 Committee (or its delegate) may reasonably request.

            The Committee (or its delegate) 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 Committee (or its delegate) expects to render its
final decision. Notice of the Committee'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

            (d)   an explanation of the claims review procedures set forth in
      Section 12.2 hereof, including the claimant's right to bring a civil
      action under Section 502(a) of ERISA following a denial on review.

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.

      12.2  Claims Review Procedure: If an application filed by an Applicant
under Section 12.1 above shall result in a denial by the Committee (or its
delegate) 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 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

                                       43
<PAGE>

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. Notwithstanding the
foregoing or any provision of this Plan to the contrary, no action at law or
equity shall be brought to recover under the Plan until all appeal rights set
forth in Section 12.1 and this Section have been exhausted and denied in whole
or in part. Benefits under this Plan will only be paid if the Committee decides
in its discretion that the Applicant is entitled to them. Notwithstanding the
foregoing or any provision of this Plan to the contrary, no action at law or
equity shall be bought to recover under this Plan until all appeal rights set
forth in Section 12.1 and this Section have been exhausted and denied in whole
or in part.

      12.3  Disputed Benefits: If any dispute shall arise between an Applicant
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 Applicant until such dispute has been
resolved by a court of competent jurisdiction or settled by the parties
involved.

                                       44
<PAGE>

                                  ARTICLE XIII

                               PLAN ADMINISTRATION

      13.1  Appointment of Committee: The General Partner shall be the Plan
administrator unless and until the General Partner shall appoint a committee
(the "Committee") of not less than three persons, each of whom may or may not be
a Member of the Plan. Any person so appointed shall signify his acceptance by
filing written acceptance with the General Partner and with the Secretary of the
Committee. Each member of the Committee shall serve for such term as the General
Partner may designate or until his death, resignation or removal by the General
Partner. The General Partner shall promptly appoint successors to fill any
vacancies in the Committee. For purposes of this Plan, the term Committee shall
mean the General Partner if and until a Committee is appointed by the General
Partner pursuant to this Section 13.1.

      13.2  Records of the Committee: The Committee shall keep appropriate
records of its proceedings and the administration of the Plan. The Committee
shall make available to Members 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 ERISA.

      13.3  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.

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

      13.5  Committee Compensation, Expenses and Adviser: 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 compensate suitably, such attorneys, agents, actuaries
and representatives as it may deem necessary or advisable to the performance of
its duties. All expenses of the Committee that shall arise in connection with
the administration of the Plan shall be paid by the Company or by the Trustee
out of the Trust Fund.

      13.6  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 own 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

                                       45
<PAGE>

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

      13.7  Committee Determinations: The Committee, on behalf of the Members
and their Beneficiaries, 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, medical, accounting, 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 any 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 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
      Members for the purposes 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 Members or Beneficiaries filing
      applications for benefits, 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, the Employers and the Members, 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 the Members 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

                                       46
<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 Members need not be authorized by the
      Committee.

            (j)   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.

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

            (l)   To furnish the Actuary with all such information as the
      Actuary may require from time to time for the purpose of making actuarial
      computations as to the Plan.

      13.8  Information From Employer: To enable the Committee to perform its
functions, each 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,
their retirement, death or other cause of 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.

      13.9  General Powers of the Committee: In addition to all other powers
herein granted, and in general consistent with the provisions hereof, the
Committee shall have all other rights and powers reasonably necessary to
supervise and control the administration of this Plan. The determination of any
fact by the Committee and the construction placed by the Committee upon the
provisions of this Plan shall be binding upon all of the Members under the Plan,
their Beneficiaries and the Employers.

      13.10 Uniform Administration: Whenever in the administration of the Plan,
any action is required by an 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 Members who are officers or shareholders of an
Employer, highly compensated Employees, or persons whose principal duties
consist of supervising the work of others.

      13.11 Reporting Responsibilities: As Administrator of the Plan under
ERISA, the Committee shall file or cause to be filed with the appropriate office
of the Internal Revenue Service, the Department of Labor or the Pension Benefit
Guaranty Corporation all reports, returns, notices and other information
required under ERISA including, but not limited to, the summary plan
description, annual reports and amendments thereof.

                                       47
<PAGE>

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

      13.13 Allocation of Responsibilities Among Fiduciaries: The Employers, the
Committee, as designated pursuant to the terms of the Plan, the Trustee and any
other person designated as a Fiduciary with respect to the Plan or the Trust
Agreement (hereinafter collectively the "Fiduciaries") shall have only those
specific powers, duties, responsibilities and obligations as are specifically
given them under this Plan and/or the Trust Agreement. In general, the Employers
shall have the sole responsibility for making the contributions provided for
under Section 14.2. The Company shall have the sole authority to appoint and
remove the Trustee and the members of the Committee, respectively, and to amend
or terminate, in whole or in part, this Plan. Each other Employer may amend or
terminate this Plan with respect to its Employees to the extent provided in
Articles XVII and XVIII. The Committee shall have the sole responsibility to
administer the Plan and to establish and carry out the funding policy and method
of the Plan, which responsibilities are more specifically described in this Plan
and the Trust Agreement. The Committee shall have the sole authority to appoint
and remove any Investment Manager which may be provided for under the Trust
Agreement. 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 shall warrant 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. No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.

      13.14 Annual Audit: The Committee shall engage, on behalf of all Members,
an independent Certified Public Accountant who shall conduct an annual
examination of any financial statements of the Plan and Trust Agreement and of
other books and records of the Plan and Trust Agreement 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 or Department of Labor and furnished
to each Member 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 Internal Revenue Service or Department of Labor are prepared by a
bank or similar institution or insurance carrier regulated

                                       48
<PAGE>

and supervised and subject to periodic examination by a State or federal agency
and if such statements are certified by the preparer as accurate and if such
statements are, in fact, made a part of the annual report to the Internal
Revenue Service or 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.

                                       49
<PAGE>

                                  ARTICLE XIV

                            CONTRIBUTIONS TO THE PLAN

      14.1  Member Contributions: Members are neither required nor permitted to
make contributions under the Plan.

      14.2  Employer Contributions: Each Employer shall contribute to the Plan
every year such amount as shall be actuarially determined to be sufficient to
fund the liability of the Plan. The amount of such contribution shall be
determined annually by the Committee following actuarial determination. The
Committee shall, prior to the fixing of the amount of contributions by the
respective Employers, cause such actuarial determination to be made by the
Actuary appointed by it but the fixing of the amount of contributions by the
Employers shall be made by the Committee after considering the recommendation of
such Actuary. In no event shall such annual contributions be less than the
minimum amount required by the minimum funding standard of ERISA. The provisions
of this Section 14.2 and Section 13.13 shall be deemed to be the procedure for
establishing and carrying on the funding policy and method of the Plan. All
expenses of administering the Plan shall be paid by the Employers on a pro rata
basis.

            Contributions to the Trust Fund by any Employer shall be irrevocable
and shall be used to pay benefits or to pay expenses of the Plan and Trust Fund;
provided, however, that upon the Employer's request, a contribution which was
made by a mistake of fact, or conditioned upon initial qualification of the Plan
and Trust Fund under Sections 401(a) and 501(a) of the Code, or upon the
deductibility of the contribution under Section 404 of said Code, shall be
returned to the Employer within one year after the payment of the contribution,
the denial of initial qualification or the disallowance of the deduction (to the
extent disallowed), whichever is applicable. Earnings attributable to any such
excess contribution may not be withdrawn, but losses attributable thereto must
reduce the amount to be returned. Except to the extent that an Employer
expressly states to the contrary in a writing to the Trustee at the time of
making the contribution to the Trust Fund, each contribution shall be presumed
to have been conditioned upon its deductibility.

      14.3  Discontinuance or Suspension of Contributions: Upon a complete
discontinuance of contributions by formal action of the board of directors of
any Employer, the Plan shall be terminated as to such Employer as of the
effective date of such discontinuance in accordance with Article XVII. If for
any year an Employer fails to make a contribution to the Trust Fund in
accordance with Section 14.2, and such failure constitutes a suspension of
contributions which either affects benefits to be paid or made available
hereunder or causes the unfunded past service cost at any time to exceed the
unfunded past service cost as of the effective date of the suspension of
contributions (plus any additional past service costs thereafter added by
amendment), then in either of such events the Employer and the Trustee shall
each notify the Internal Revenue Service regarding such suspension. During any
such period of suspension, all other provisions of the Plan shall continue in
full force and effect, other than the provisions required for contributions to
the Trust Fund in accordance with Section 14.2. Upon termination of the Plan or
upon complete discontinuance of contributions by an Employer, the right of each
Member of the Employer to his accrued benefits to the date of such termination
or discontinuance, to the extent then funded, shall be nonforfeitable, and the
Employer shall

                                       50
<PAGE>

promptly notify the Internal Revenue Service and the Pension Benefit Guaranty
Corporation of such event.

      14.4  Forfeitures Credited Against Employer's Contributions: All credits
arising as a result of more favorable interest, mortality, turnover, or other
experience than has been assumed in the actuarial determination of cost
requirements, and all forfeitures by Members or Beneficiaries of Members arising
from any source whatsoever, shall be applied against the Employer's
contributions to be made pursuant to Section 14.2 hereof in subsequent years in
accordance with a method of funding approved by the U.S. Treasury Department,
and shall not be applied to increase the benefits that any Member or the
Beneficiary of any Member would otherwise receive under the Plan.

      14.5  Single Plan: The portion of the cost of providing the benefits under
this Plan shall be borne by each Employer for its own Members on an equitable
basis as determined by the Committee. Separate accounting may be maintained for
the purposes of cost allocation but not for the purposes of providing benefits
under the Plan, it being understood that, on an ongoing basis, all of the Plan
assets are available to pay benefits to all Members who are covered by the Plan
and their Spouses or Beneficiaries, regardless of which Employer employed the
Member.

                                       51
<PAGE>

                                   ARTICLE XV

                              AMENDMENT OF THE PLAN

      15.1  Right to Amend Reserved: Except as otherwise provided in Section
15.2, (i) the General Partner 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 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.

      15.2  Limitations on Right to Amend: No amendment of this Plan or the
Trust Agreement shall in any way impair or diminish the rights of Members,
retired Members, their Spouses or Beneficiaries and the contributions made by
the Employers and the Members prior to the date of such amendment, and no
amendment shall, at any time prior to the satisfaction of all liabilities with
respect to Members, retired Members, their Spouses and Beneficiaries under this
Plan, have the effect of diverting any part of the income or corpus of the Trust
Fund for purposes other than the exclusive benefit of such Members, retired
Members, Spouses and Beneficiaries.

            No amendment shall directly or indirectly reduce a Member's
nonforfeitable vested percentage in his Accrued Benefit under this Plan, unless
each Member having not less than three years of Service is permitted to elect to
have his nonforfeitable vested percentage in his Accrued Benefit computed under
the Plan without regard to the amendment. Such election shall be available
during an election period, which shall begin on such date the 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 Member is issued notice of the amendment by
the Committee or the Employer. If this Plan is amended and an effect of such
amendment is to increase current liability (as defined in Code Section
401(a)(29)(E)) under the Plan for a Plan Year, and the funded current liability
percentage of the Plan for the Plan Year in which the amendment takes effect is
less than 60%, including the amount of the unfunded current liability under the
Plan attributable to the amendment, the amendment shall not take effect until
the Employer (or any member of a controlled group which includes the Employer)
provides security to the Plan. The form and amount of such security shall
satisfy the requirements of Code Section 401(a)(29)(B) and (C). Such security
may be released provided the requirements of Code Section 401(a)(29)(D) are
satisfied.

            Notwithstanding anything herein to the contrary, however, the Plan
or the Trust Agreement may be amended in such manner as may be required at any
time to make it conform to the requirements of the Code, as amended from time to
time, 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 Member or his Beneficiary under the Plan. The duties,
responsibilities, and liabilities of the Trustee may not be increased without
its written consent.

                                       52
<PAGE>

      15.3  Form of Amendment: Any such amendment or modification shall be set
out in an instrument in writing duly authorized by the General Partner or the
Committee, as the case may be, and executed by an appropriate officer of the
General Partner or member of the Committee.

      15.4  Merger of Plan with Another Pension Plan: In the event 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 Members of this Plan, the assets of the Trust Fund applicable
to such Members shall be transferred to the other trust fund only if:

            (a)   Each Member 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 or general partner of
      the Employer under this Plan, and of any new or successor employer of the
      affected Members, shall authorize such transfer of assets; and in the case
      of a new or successor employer of the affected Members, its resolutions
      shall include an assumption of liabilities with respect to such Members'
      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.

            To the extent required by applicable law, in the event of any such
merger, consolidation, or transfer, the Committee shall report such event to the
Internal Revenue Service and the Pension Benefit Guaranty Corporation within 30
days after the Committee first knew or had reason to know of such event.

                                       53
<PAGE>

                                  ARTICLE XVI

                         THE TRUSTEE AND THE TRUST FUND

      16.1  Trust Agreement: The Trust Agreement shall mean the trust agreement
entered into by and between the General Partner and the Trustee for the benefit
of this Plan, the provisions of which 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.

      16.2  Benefits Paid Solely From Trust Fund: All benefits provided under
the Plan shall be paid out of the Trust Fund. The Employers shall not be
responsible or liable in any manner for payment of any such benefits, and all
Members shall look solely to the 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, except to the extent, if any, that the Employers are liable
to the Pension Benefit Guaranty Corporation under ERISA.

      16.3  Trust Fund Applicable Only to Payment of Benefits: The Trust Fund
shall be used and applied only to provide the benefits of the Plan in accordance
with the provisions thereof. No part of the corpus or income of the Trust Fund
will be used for, or diverted to, purposes other than for the exclusive benefit
of Members, retired Members and their Beneficiaries, or for the payment of
reasonable expenses of the Plan, except as provided in Section 17.5.

      16.4  Accounting by Trustee: The Trustee shall keep proper accounts of all
investments, receipts, disbursements and other transactions effected by it
hereunder, and all accounts, books and records relating thereto shall be open
for inspection at all reasonable times by the Committee or by any other person
designated by the Company, but nothing herein contained shall be construed to
require the Trustee to maintain any record of the interests of the individual
Members in the Trust Fund. As of the close of each year (or more often, if
requested by the Company), the Trustee shall prepare and furnish to the
Employers and the Actuary an annual valuation of the Trust Fund, containing a
detailed statement of investments reflecting cost and market values, and a
statement of receipts and disbursements of the Trust Fund and other transactions
effected by it during such year.

      16.5  Authorization to Protect Trustee: Any action by the Company or other
Employer pursuant to any of the provisions of this Plan shall be evidenced by a
resolution of the General Partner or other Employer's board of directors or
general partner certified to the Trustee over the signature of its secretary or
assistant secretary under its corporate seal or by written instrument executed
by any person authorized to take such action.

      16.6  Exemption From Bond: The Trustee shall not be required to give bond
or other security for the faithful performance of its duties hereunder unless
otherwise required by law.

                                       54
<PAGE>

                                  ARTICLE XVII

                             TERMINATION OF THE PLAN

      17.1  Right to Terminate Reserved: The Plan has been established in
confidence that it will continue in effect indefinitely. However, due to the
uncertainties under which all business activity operates, the General Partner
(and any other Employer adopting the Plan in accordance with Article XVIII) must
and herewith does reserve the right to terminate the Plan on its own behalf, in
whole or in part, at any time. A termination of the Plan shall be evidenced by a
written instrument executed by the appropriate Employer on the order of its
board of directors or general partner and filed with the Committee and the
Trustee. Termination of the Plan shall be effective upon the date specified in
such instrument (hereinafter referred to as the "termination date"), but such
termination shall not vest in the terminating Employer any right, title, or
interest in or to the funds held hereunder nor shall it in any way deter the
other participating Employers from continuing the Plan for the benefit of their
employees.

            If the Plan is terminated by an Employer with respect to all its
Members, no further contribution shall be made to the Trust Fund by the
terminating Employer, no employees of the terminating Employer shall become
Members of the Plan after the termination date, and no further payments of
benefits with respect to Members employed by such terminating Employer
(including for all purposes of this Article, former Members and their
Beneficiaries) shall thereafter be made except in distribution of assets of the
Trust Fund as provided in Section 17.3. In the case of such termination, the
provisions of this Article shall apply only to Members employed by the
terminating Employer.

            If the Plan is partially terminated only as to the designated group
of employees of a participating Employer, the Trust Fund shall be allocated
between the group of Members as to whom the Plan is terminated and the remaining
group of Members upon the basis of the funded actuarial requirements of the Plan
with respect to such groups, and the provisions of this Article shall apply only
to the group of Members employed by the Employer as to whom the Plan is
terminated and the part of the Trust Fund so allocated to such group. The assets
of such part of the Trust Fund shall be distributed as provided in Section 17.3,
however, only if the participating Employer does not direct such part to be
transferred to another fund or trust for the benefit of the group as to whom the
Plan is terminated, including but not limited to, a fund or trust under another
pension plan of the participating Employer or of another business organization;
provided, however, that no such transfer shall be made in violation of Sections
15.4, 17.3 and 17.6.

            Any termination (other than a partial termination or an involuntary
termination pursuant to ERISA Section 4042) must satisfy the requirements and
follow the procedures outlined in ERISA Section 4041 for a "standard
termination" or a "distress termination" as more fully described therein. Upon a
complete or partial termination of the Plan, each affected Member's Accrued
Benefit, based on his Service, Vesting Service and Compensation prior to the
date of such termination shall become fully vested and non-forfeitable to the
extent then funded. In the event that the Plan is partially terminated, the
following provisions of this Article XVII shall apply only to that part of the
Plan so terminated. Any distribution made upon termination

                                       55
<PAGE>

of the Plan shall be subject to the distribution limitations otherwise
applicable under the Plan, specifically including the consent provisions of
Section 11.3.

      17.2  Continuance With Successor Employer: 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 which had not theretofore been funded shall terminate
automatically, and the Trust Fund assets attributable to such Employer shall be
held or distributed as herein provided, unless, with the approval of the
Company, 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 surviving Employer
or organization shall automatically succeed to all the rights and duties under
the Plan and Trust Agreement of the Employers involved and their equitable
shares of the Trust Fund shall be merged and thereafter allocable to the
surviving Employer or organization for its employees and their beneficiaries.
Notwithstanding the above provisions of this Section 17.2, to the contrary, not
less than 30 days prior to any such merger, consolidation or transfer of Trust
Fund assets, the Committee shall file with the Commissioner of Internal Revenue
the actuarial statement of valuation required by Code Section 6058(b) evidencing
compliance with the requirements of Code Section 401(a)(12) and Section 15.4 of
the Plan.

      17.3  Liquidation of Trust Fund: Upon a full termination of the Plan with
respect to any Employer, a separation of the Trust Fund with respect to the
affected Members of such Employer shall be made as of the termination date in
accordance with the procedures set forth in Section 18.3. Thereafter, each
affected Member's Accrued Benefit based on his Service, Vesting Service, and
Compensation prior to the date of termination, to the extent then funded and
payable under the following provisions, shall become fully vested and the assets
of the Trust Fund attributable to Members of such terminated Employer shall be
allocated, after provision is made for the expenses of liquidating the Trust
Fund, among the Members receiving or holding the following benefits in the
following order:

            (a)   First, to benefits payable on the termination date:

                  (i)   In the case of the benefit of a Member or Beneficiary
            which was in pay status as of the beginning of the three-year period
            ending on the termination date of the Plan, to each such benefit,
            based on the provisions of the Plan (as in effect during the
            five-year period ending on such date) under which such benefit would
            be the least, and

                  (ii)  In the case of a retired Member's, a disabled Member's
            or a Beneficiary's benefit (other than a benefit described in clause
            (i) above) which would have been in pay status as of the beginning
            of such three-year period if the Member had retired prior to the
            beginning of the three-year period and if his benefits had

                                       56
<PAGE>

            commenced (in the normal form of pension under the Plan) as of the
            beginning of such period, to each such benefit based on the
            provisions of the Plan (as in effect during the five-year period
            ending on such date) under which such benefit would be the least.

      For purposes of clause (i) of this Paragraph (a), the lowest benefit in
      pay status during a three-year period shall be considered the benefit in
      pay status for such period.

            (b)   Second,

                  (i)   To all other benefits (if any) of individuals under the
            Plan guaranteed under Title IV - Plan Termination Insurance - of
            ERISA (determined without regard to Section 4022(b)(5) thereof), and

                  (ii)  To the additional benefits (if any) which would be
            determined under clause (i) immediately above if Section 4022(b)(6)
            of ERISA did not apply.

      For purposes of this subsection (b), Section 4021 of ERISA shall be
      applied without regard to subsection (c) thereof.

            (c)   Third, to all other nonforfeitable benefits under the Plan.

            (d)   Fourth, to all other benefits under the Plan.

      If the assets available for allocation under subsection (a) or (b) above
      are insufficient to satisfy in full the benefits of all individuals which
      are described in such subsections, the assets shall be allocated pro rata
      among individuals on the basis of the present value (as of the termination
      date) of their respective benefits described in such subsections. If the
      assets available for allocation under subsection (c) or (d) above are not
      sufficient to satisfy in full the benefits or individuals described in
      such subsections, then:

                        (1)   If this paragraph applies, except as provided in
                  subparagraph (2) below, the assets shall be allocated to the
                  benefits of individuals described in paragraph (c) on the
                  basis of the benefits of individuals which would have been
                  described in such paragraph (c) under the Plan as in effect at
                  the beginning of the five-year period ending on the date of
                  Plan termination.

                        (2)   If the assets available for allocation under
                  subparagraph (1) are sufficient to satisfy in full the
                  benefits described in such subparagraph (without regard to
                  this subparagraph), then for

                                       57
<PAGE>

                  purposes of subparagraph (1), benefits of individuals
                  described in such subparagraph shall be determined on the
                  basis of the Plan as amended by the most recent Plan amendment
                  effective during such five-year period under which the assets
                  available for allocation are sufficient to satisfy in full the
                  benefits of individuals described in subparagraph (1) and any
                  assets remaining to be allocated under such subparagraph shall
                  be allocated under subparagraph (1) on the basis of the Plan
                  as amended by the next succeeding Plan amendment effective
                  during such period.

      17.4  Partial Termination: Upon termination of the Plan with respect to a
group of Members which constitutes a partial termination of the Plan, the
Employer shall cause the proportionate interest of the Members affected by such
partial termination to be determined. The determination of such proportionate
interest shall be done in an equitable manner, considering the remaining Members
as well as the Members affected by the termination, and on the basis of the
contributions made by the Employer, the provisions of this Article XVII and
other appropriate considerations. After such proportionate interest has been
determined, the assets of the Trust Fund shall be allocated and segregated
according to such proportionate interest. The assets of the Trust Fund so
allocated and segregated shall be used to pay benefits to or on behalf of
Members in accordance with this Article XVII.

      17.5  Distribution of Trust Fund: Any distribution after full termination
of the Plan may be made in whole or in part, to the extent that no
discrimination in value results, in cash, securities, or other assets in kind,
or in annuity contracts, as the Committee, in its discretion, acting under the
advice of the Actuary, shall determine; provided, however, that no such
termination distribution shall be made without the written consent of the Member
and the Member's Spouse, if any. The benefits as apportioned pursuant to Section
17.3 above may be provided:

            (a)   By the continuation of the Trust Fund for the payment of all
      or such of the benefits as are within the limits prescribed by the
      Committee and acceptable by the Trustee;

            (b)   Through the purchase of annuities from one or more insurance
      companies with the amount of the benefit determined by a premium equal to
      the Actuarial Value (determined by use of the interest rate used by the
      Pension Benefit Guaranty Corporation for determining the present value of
      a lump-sum distribution on plan termination) of each Member's benefit;

            (c)   By distribution in a single sum of the Actuarial Value
      (determined by use of the interest rate used by the Pension Benefit
      Guaranty Corporation for determining the present value of a lump-sum
      distribution on plan termination) of each Member's benefit; or

                                       58
<PAGE>

            (d)   By any combination of (a), (b) and (c).

In making such distributions, any and all determinations, divisions, appraisals,
apportionments and allotments so made shall be final and conclusive and shall
not be subject to question by any person. Any annuity contract distributed by
the Trustee to a Member under subsection (b) above or under any other provision
of this Plan shall bear on the face thereof a designation "Not Transferable,"
and such annuity contract shall expressly provide that the contract may not be
sold, assigned, discounted or pledged as collateral for a loan or as security
for the performance of an obligation or for any other purpose to any person
other than the issuer thereof. Notwithstanding the foregoing, the Employer shall
promptly advise the Internal Revenue Service and the Pension Benefit Guaranty
Corporation of the termination and shall direct the Trustee to delay the final
distribution to Members until the Internal Revenue Service shall advise in
writing that such termination does not adversely affect the previously qualified
status of the Plan or the exemption from tax of the Trust Agreement under
Section 401(a) or 501(a) of the Code and the Pension Benefit Guaranty
Corporation has approved the proposed termination distribution or made any
appropriate requirements concerning same. Any distribution due to the
termination of the Plan will be made in accordance with the requirements of Code
Sections 401(a)(11), 411(d)(6) and 417.

      17.6  Residual Amounts: In no event shall any Employer receive any amounts
from the Trust Fund except that upon termination of the Plan, and
notwithstanding any other provision of the Plan, an Employer shall receive such
amounts, if any, as may remain in the Trust Fund because of erroneous actuarial
computation as defined in U.S. Treasury Regulations.

      17.7  Limitations Imposed by Treasury Regulations Upon Early Termination
of Plan: In the event the Plan is terminated by any Employer for any reason
during the first 10 years after September 1, 2004, the original effective date
of the Plan ("Original Effective Date"), and if full current costs had not been
met with respect to any Employer at the end of the first 10 years, until said
full current costs are met, then notwithstanding any provision in this Plan to
the contrary, the benefits provided by the Employer's contributions for the
Members whose anticipated annual retirement benefit at Normal Retirement Date
exceeds $1,500 and who on the Original Effective Date were among the 25 highest
paid Employees of the Employer will be subject to the conditions set forth in
the following provisions:

            In the event of an early plan termination, the benefit of any highly
compensated active or former Employee is limited to a benefit that is
non-discriminatory under Section 401(a)(4). In the event of early plan
termination, benefits distributed to any of the 25 most highly compensated
active and highly compensated former Employees with the greatest Compensation in
the current or any prior year are restricted such that the annual payments are
no greater than an amount equal to the payment that would be made on behalf of
the Employee under a straight life annuity that is the actuarial equivalent of
the sum of the Employee's Accrued Benefit, the Employee's other benefits under
the Plan (other than a social security supplement, within the meaning of Section
1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and the amount the Employee
is entitled to receive under a social security supplement.

                                       59
<PAGE>

            The preceding paragraph shall not apply if: (i) after payment of the
benefit to an Employee described in the preceding paragraph, the value of Plan
assets equals or exceeds 110% of the value of current liabilities, as defined in
Section 412(l)(7) of the Code, (ii) the value of the benefits for an Employee
described above is less than 1% of the value of current liabilities before
distribution, or (iii) the value of the benefits payable under the Plan to an
Employee described above does not exceed $5,000.

            For purposes of this Section, benefit includes loans in excess of
the amount set forth in Section 72(p)(2)(A) of the Code, any periodic income,
any withdrawal values payable to a living Employee, and any death benefits not
provided for by insurance on the Employee's life.

                                       60
<PAGE>

                                 ARTICLE XVIII

                         ADOPTION OF PLAN BY AFFILIATES

      18.1  Adoptive Instrument: Any Affiliate which is not already an Employer
under this Plan and which is otherwise eligible may, with the approval of the
Committee, adopt and become an Employer under this Plan and the Trust Agreement
by delivering to the Company and the Trustee a duly adopted resolution of its
board of directors specifying the classification of its employees who are to be
eligible to participate in the Plan and agreeing to be bound as an Employer by
all of the terms of the Plan with respect to its eligible employees. The
resolution may contain such changes and amendments in the terms and provisions
of the Plan as adopted by such Employer as may be desired by such Employer and
acceptable to the Committee. It shall not be necessary for the adopting
organization to sign or execute the original or then amended Plan and Trust
documents. Any such Affiliate which shall adopt this Plan shall designate the
Committee as its agent to act for it in all transactions affecting the
administration of the Plan and shall designate the Committee to act for it and
its Members in the same manner in which they may act for the Company and its
Members hereunder. The resolution shall specify the effective date of such
adoption of the Plan and shall become as to such adopting Affiliate and its
employees, a part of this Plan and the Trust Agreement. If requested by the
Committee, such adopting Affiliate shall forthwith obtain a favorable
determination letter from the Internal Revenue Service with respect to its
participation in the Plan and Trust Agreement.

      18.2  Effect of Adoption: The following special provisions shall apply to
all Employers:

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

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

      18.3  Separation of the Trust Fund: A separation of the Trust Fund as to
the interests therein of the Members of any particular Employer may be made at
the times and under the circumstances described in Section 17.3, 18.4 or 18.5.
In such event, the Trustee shall set apart that portion of the Trust Fund which
the Committee shall certify to the Trustee is the equitable share of such
Members pursuant to a valuation and allocation of the Trust Fund made as of the
date when such separation of the Trust Fund shall be effective. Such portions of
the Trust Fund may in the Trustee's discretion be set apart in cash or in kind
out of the properties of the Trust Fund. That portion of the Trust Fund so set
apart shall continue to be held by the Trustee as though such Employer had
entered into the Trust Agreement as a separate trust agreement with the Trustee.
Such withdrawing Employer may in such event designate a new trustee of its
selection to act as trustee under the Trust Agreement, and shall thereupon be
deemed to have adopted the Plan as its own separate Plan and shall subsequently
have all the powers of amendment or modification of the Plan as are reserved
herein to the Committee and/or the Company.

                                       61
<PAGE>

      18.4  Voluntary Separation: If any Employer shall desire to separate its
interest in the Trust Fund, it may request such a separation in a notice in
writing to the Committee and the Trustee. Such separation shall then be made as
of any specified date after service of such notice, and such separation shall be
accomplished in the manner set forth in Section 18.3 above.

      18.5  Approval of Amendment: Any amendment of the Plan or the Trust
Agreement by the General Partner or the Committee pursuant to Article XV shall
be promptly delivered to each other Employer who will be deemed to have
consented to such amendment unless it, within 30 days after receipt of the
amendment, rejects such amendment and seeks a separation of its interest in the
Trust Fund in accordance with the provisions of Section 18.4 hereof.

                                       62
<PAGE>

                                  ARTICLE XIX

                                  MISCELLANEOUS

      19.1  Plan Not an Employment Contract: The adoption and maintenance of the
Plan shall not be deemed to constitute a contract between an Employer and any
Member, and shall not be deemed to be consideration for, inducement to, or a
condition of employment of any person. Nothing herein contained shall be
construed to give any Member the right to be retained in the employment of an
Employer or to interfere with the right of an Employer to terminate the
employment of any Member at any time.

      19.2  Controlling Law: Subject to the provisions of ERISA, as the same may
be amended from time to time, which may be applicable and provide to the
contrary, this Plan shall be construed, regulated and administered under the
laws of the State of Texas.

      19.3  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.

      19.4  Non-Alienation of Benefits: Except as otherwise provided below and
with respect to certain judgments and settlements pursuant to Section 401(a)(13)
of the Code, benefits payable under this Plan shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either voluntary or
involuntary. The preceding sentence shall also apply to the creation, assignment
or recognition of a right to any benefit payable with respect to a Member
pursuant to a domestic relations order unless such order is determined by the
Committee to be a qualified domestic relations order, as defined in Section
414(p) of the Code. If the Committee receives a qualified domestic relations
order with respect to a Member, the amount assigned to the Member's former
spouse may be immediately distributed, to the extent permitted by law, from the
vested portion of the benefit payable to the Member.

      19.5  Copy Available to Members: A copy of this Plan and Trust Agreement
and of any and all future amendments thereto shall be available to Members and
their Beneficiaries for inspection at all reasonable times. In addition thereto,
the Company shall print and distribute to all Employees a pamphlet setting forth
the terms of the Plan or a summary of the principal provisions thereof.

      19.6  Evidence Furnished Conclusive: Each Employer, the Committee and any
person or persons involved in the administration of the Plan shall be entitled
to rely upon any certification, statement, or representation made or evidence
furnished by an Employee, Member or Beneficiary with respect to his age, or
other facts required to be determined under any of the provisions of the Plan,
and shall not be liable on account of the payment of any monies or the doing of
any act or failure to act in reliance thereon. Any such certification,
statement, representation, or evidence, upon being duly made or furnished, shall
be conclusively binding upon such Employee, Member or Beneficiary but not upon
an Employer, the Committee, or any other person or persons involved in the
administration of the Plan. Nothing herein contained

                                       63
<PAGE>

shall be construed to prevent any of such parties from contesting any such
certification, statement, representation, or evidence or to relieve the
Employee, Member, or Beneficiary from the duty of submitting satisfactory proof
of his age or such other fact.

      19.7  Unclaimed Benefits: If at, after, or during the time when a benefit
hereunder is payable to any Member, 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 Member, Beneficiary or distributee at his
last known address a written demand for his then address or for satisfactory
evidence of his continued life, or both, and if such Member, Beneficiary or
distributee shall fail to furnish the same to the Committee within two years
from the mailing of such demand, then the Committee may, in its sole discretion,
determine that such Member, 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 date of the last payment made thereon or on the
date such Member, Beneficiary or distributee first became entitled to receive
benefit payments, whichever is later; provided, however, that such forfeited
benefits shall be reinstated if a claim for the same is made by the Member,
Beneficiary or other distributee at any time thereafter.

      19.8  Name and Address Changes: Each Member and each Beneficiary of a
deceased Member shall at all times be responsible for notifying the Committee of
any change in his name or address. If any check in payment of a benefit
hereunder (which was mailed to the last address of the payee as shown on the
Committee's records) is returned unclaimed, further payments shall be
discontinued until the Committee directs otherwise.

      19.9  Payments in Satisfaction of Claims of Members: Any payment or
distribution to any Member or his legal representative or Beneficiary in
accordance with the provisions of this Plan shall be in full satisfaction of all
claims under the Plan against the Trust Fund, the Committee, the Trustee and the
Employer.

      19.10 Headings for Convenience Only: The headings and subheadings in this
Plan are inserted for convenience and reference only and are not to be used in
construing this Plan or any provision herein.

      19.11 Payments to 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 to 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 for 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, the
Employer and any Affiliate.

      19.12 Member Information: All persons entitled to benefits under the Plan
must furnish to the Committee or the Trustee such documents, evidence, or
information as the Committee or the Trustee considers necessary or desirable for
the purpose of administering the Plan or Trust, or to protect the Committee or
the Trustee; and it shall be a condition of the Plan that each such person must
furnish promptly true and complete data, evidence, or information and sign such

                                       64
<PAGE>

documents as the Committee or the Trustee may require before any benefits become
payable under the Plan. In the event that any data so furnished is found by the
Committee, the Trustee or the Company to be incorrect, or if the Committee, the
Trustee or the Company subsequently discovers any other error in the
determination of the original benefit amount payable, any overpayments made to
the Member or Beneficiary must be repaid to the Trust by such Member or
Beneficiary in a timely manner, and any underpayments shall be adjusted for on
an actuarial basis and paid to the Member or Beneficiary.

      19.13 Welfare Benefits for Eligible Retired Employees: This Section 19.13
provides for the payment of certain "Welfare Benefits" that are intended to meet
the requirements of Section 401(h) of the Code, and the regulations thereunder
("Welfare Benefit Programs"), to Members who are eligible retirees and to their
eligible dependents that are covered under such Welfare Benefit Programs.

            A separate "Welfare Benefits Account" shall be established and
maintained with respect to contributions made to the Plan to fund the Welfare
Benefits, to which the Company may make contributions in such amounts and at
such times as it may determine. Such account shall be for recordkeeping purposes
only and the Trustee need not separately invest the assets of the Welfare
Benefits Account from other Plan funds, unless instructed to do so by the
Committee. If the Welfare Benefits Account is not separately invested from other
Plan funds, a proportionate share of the gain and loss for the entire Trust Fund
shall be allocated to the Welfare Benefits Account annually as specified by the
Committee. The establishment of the Welfare Benefits Account shall not obligate
the Company or an Employer to maintain any specific level of funding in such
account.

            Welfare Benefits shall be paid from the Welfare Benefits Account to
or on behalf of eligible retirees and their eligible dependents in accordance
with the terms and conditions, and subject to the limitations, of the Welfare
Benefit Program(s) under which they are eligible to receive benefits. The
applicable provisions of each of the Welfare Benefit Programs are incorporated
in this document by reference, and all references in this Section to the Welfare
Benefit Programs shall be interpreted to mean the applicable provisions of all
such programs as incorporated by reference. Welfare Benefits shall be paid under
this Section only to the extent that there are sufficient funds to provide such
benefits available in the Welfare Benefits Account. In no event shall any
benefits be paid under this Section to the extent the same benefits are paid
directly by the Company, an Employer or any Affiliate or any other plan, program
or arrangement.

            The Company may amend, suspend or terminate the Welfare Benefit
Programs in accordance with their terms at any time, including without
limitation, changing the class of eligible retirees and eligible dependents
eligible for benefits thereunder, the types of benefits covered, the level of
payment to providers or reimbursement to eligible retirees and eligible
dependents, and the contributions required of eligible retirees and eligible
dependents. The addition of this Section to the Plan shall not in any way affect
the ability to amend, suspend or terminate the Welfare Benefit Programs. In the
event of any amendment, suspension or termination of either of the Welfare
Benefit Programs, covered services and expenses incurred prior to the effective
date of the amendment, suspension or termination shall be payable under this
Section without regard to such amendment, suspension or termination.

                                       65
<PAGE>

                                   ARTICLE XX

                           TOP-HEAVY PLAN REQUIREMENTS

      20.1  General Rule: For any Plan Year for which this Plan is a Top-Heavy
Plan, as defined in Section 20.7, any other provisions of this Plan to the
contrary notwithstanding, this Plan shall be subject to the provisions of this
Article XX.

      20.2  Vesting Provisions: Each Member who has completed an Hour of Service
after the Plan becomes top heavy and while the Plan is top heavy and who has
completed the Service specified in the following table shall be vested in his
Accrued Benefit under this Plan at least as rapidly as is provided in the
following schedule; except that the vesting provision set forth in Section 5.1
shall be used at any time in which it provides for more rapid vesting:

<TABLE>
<CAPTION>
   Years of Service         Vested Percentage
-----------------------     -----------------
<S>                         <C>
Less than 2 years                  0%
2 but less than 3 years           20%
3 but less than 4 years           40%
4 but less than 5 years           60%
5 but less than 6 years           80%
6 years or more                  100%
</TABLE>

If an account becomes vested by reason of the application of the preceding
schedule, it may not thereafter be forfeited by reason of re-employment after
retirement pursuant to a suspension of benefits provision, by reason of
withdrawal of any mandatory employee contributions to which employer
contributions were keyed, or for any other reason. If the Plan subsequently
ceases to be top heavy, the preceding schedule shall continue to apply with
respect to any Member who had at least three years of service (as defined in
Treasury Regulation Section 1.411(a)-8T(b)(3)) as of the close of the last year
that the Plan was top heavy, except that each Member whose non-forfeitable
percentage of his Accrued Benefit derived from employer contributions is
determined under such amended schedule, and who has completed at least three
years of service with the employer, may elect, during the election period, to
have the non-forfeitable percentage of his Accrued Benefit derived from employer
contributions determined without regard to such amendment if his non-forfeitable
percentage under the Plan as amended is, at any time, less than such percentage
determined without regard to such amendment. For all other Members, the
non-forfeitable percentage of their Accrued Benefit prior to the date the Plan
ceased to be top heavy shall not be reduced, but future increases in the
non-forfeitable percentage shall be made only in accordance with Section 5.1.

      20.3  Minimum Benefit Provisions: Each Member who is a Non-Key Employee,
as defined in Section 20.7, shall be entitled to an Accrued Benefit in the form
of a single-life annuity (with no ancillary benefits) beginning at his Normal
Retirement Date, that shall not be less than his average annual Member's
Compensation, within the meaning of Code Section 415, for years in the Testing
Period multiplied by the lesser of: (a) 2% multiplied by the number of years of
Top-Heavy Service or (b) 20%. A Non-Key Employee may not fail to receive a

                                       66
<PAGE>

minimum benefit because of a failure to receive a specified amount of
Compensation or a failure to make mandatory employee or elective contributions.

            "Testing Period" means, with respect to a Member, the period of
consecutive years of Top-Heavy Service, not exceeding five, during which the
Member had the greatest aggregate compensation, within the meaning of Code
Section 415, from the Company. "Top-Heavy Service" means his Service credited
under Article III. Top-Heavy Service shall not include any Service before July
1, 1984 or any Service that begins after the close of the last Plan Year in
which the Plan was a Top-Heavy Plan. Years before and after such excluded
periods shall be considered consecutive for purposes of determining the Testing
Period.

      20.4  Limitation on Compensation: A Member's annual Compensation taken
into account under this Article XX for purposes of computing benefits under this
Plan for any Plan Year shall not be in excess of $200,000 (as adjusted). Such
amount shall be adjusted automatically for each Plan Year to the amount
prescribed by the Secretary of the Treasury or his delegate pursuant to
regulations for the calendar year in which such Plan Year commences.

      20.5  Coordination With Other Plans: In the event that another defined
contribution or defined benefit plan maintained by a Considered Company provides
contributions or benefits on behalf of Members in this Plan, such other plan
shall be treated as a part of this Plan pursuant to applicable principles
prescribed by U.S. Treasury Regulations or applicable IRS rulings to determine
whether this Plan satisfies the requirements of Sections 20.2, 20.3 and 20.4 and
to avoid inappropriate omissions or inappropriate duplication of minimum
benefits. Such determination shall be made upon the advice of counsel by the
Committee. In the event a Member is covered by a defined contribution plan which
is top-heavy pursuant to Section 416 of the Code, a comparability analysis shall
be performed in order to establish that the plans are providing benefits at
least equal to the defined benefit minimum.

      20.6  Distributions to Certain Key Employees: Notwithstanding any other
provision of this Plan to the contrary, the entire interest in this Plan of each
Member who is a 5% owner (as described in Section 416(i)(A) of the Code
determined with respect to the Plan Year ending in the calendar year in which
such individual attains age 70 1/2) shall be distributed to such Member not
later than the first day of April following the calendar year in which such
individual attains age 70 1/2.

      20.7  Determination of Top-Heavy Status: The Plan shall be a Top-Heavy
Plan for any Plan Year if, as of the Determination Date, the present value of
the cumulative Accrued Benefits under the Plan determined as of the Valuation
Date for Members (including former Members) who are Key Employees exceeds 60% of
the present value of the cumulative accrued benefits under the Plan for all
Members (including former Members) or, if this Plan is required to be in an
Aggregation Group, any such Plan Year in which such Group is a Top-Heavy Group.

            In determining Top-Heavy status, if an individual has not performed
one Hour of Service for any Considered Company at any time during the one-year
period ending on the Determination Date, any Accrued Benefit for such individual
and the aggregate accounts of such individual shall not be taken into account.
The Accrued Benefit of any employee (other than a Key Employee) shall be
determined under (a) the method, if any, that uniformly applies for

                                       67
<PAGE>

accrual purposes under all plans maintained by the Aggregation Group or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional accrual rate of Code Section
411(b)(1)(C).

            For purposes of this Section, the capitalized words have the
            following meanings:

            (a)   "Aggregation Group" means the group of plans, if any, that
      includes both the group of plans that is required to be aggregated and the
      group of plans that is permitted to be aggregated. The group of plans that
      is required to be aggregated (the "required aggregation group") includes:

                  (i)   Each plan of a Considered Company in which a Key
            Employee is a member, including collectively bargained plans; and

                  (ii)  Each other plan, including collectively bargained plans,
            of a Considered Company which enables a plan in which a Key Employee
            is a member to meet the requirements of either Code Section
            401(a)(4) or 410.

      The group of plans that is permitted to be aggregated (the "permissive
      aggregation group") includes the required aggregation group and any plan
      that is not part of the required aggregation group that the Committee
      certifies as constituting a plan within the permissive aggregation group.
      Such plans may be added to the permissive aggregation group only if, after
      the addition, the aggregation group as a whole continues to meet the
      requirements of both Code Sections 401(a)(4) and 410.

            (b)   "Determination Date" means for any Plan Year the last day of
      the immediately preceding Plan Year or in the case of the first Plan Year
      of the Plan, Determination Date means the last day of such Plan Year.

            (c)   "Key Employee" means any Employee or former Employee
      (including any deceased Employee) who at any time during the Plan Year
      that includes the Determination Date was an officer of the Employer having
      annual compensation greater than $130,000, as adjusted under Section
      416(i)(1) of the Code, a 5 percent owner of the Employee, or a 1 percent
      owner of the Employer having annual compensation of more than $150,000.
      For this purpose, annual compensation means compensation within the
      meaning of 415(c)(3) of the Code. The determination of who is a Key
      Employee will be made in accordance with Section 416(i)(1) of the Code and
      the applicable regulations and other guidance of general applicability
      issued thereunder.

            (d)   A "Non-Key Employee" means any employee who is not a Key
      Employee.

                                       68
<PAGE>

            (e)   "Top-Heavy Group" means the Aggregation Group, if as of the
      applicable Determination Date, the sum of the present value of the
      cumulative Accrued Benefits for Key Employees under all defined benefit
      plans included in the Aggregation Group plus the aggregate of the accounts
      of Key Employees under all defined contribution plans included in the
      Aggregation Group exceeds 60% of the sum of the present value of the
      cumulative Accrued Benefits for all employees under all such defined
      benefit plans plus the aggregate accounts for all employees under all such
      defined contribution plans. In determining Top-Heavy status, if an
      individual has not performed one Hour of Service for any Considered
      Company at any time during the one-year period ending on the Determination
      Date, any Accrued Benefit for such individual and the aggregate accounts
      of such individual shall not be taken into account. If the Aggregation
      Group that is a Top-Heavy Group is a permissive aggregation group, only
      those plans that are part of the required aggregation group will be
      treated as Top-Heavy Plans. If the Aggregation Group is not a Top-Heavy
      Group, no plan within such group will be a Top-Heavy Plan.

      In determining whether this Plan constitutes a Top-Heavy Plan, the
      Committee (or its agent) will make the following adjustments in connection
      therewith:

            (a)   When more than one plan is aggregated, the Committee shall
      determine separately for each plan as of each plan's Determination Date
      the present value of the Accrued Benefits (for this purpose using the
      actuarial assumptions set forth in the applicable plan, and if such
      assumptions are not set forth in the applicable plan, using the
      assumptions set forth in this Plan) or account balance. The results shall
      then be aggregated by adding the results of each plan as of the
      Determination Dates for such plans that fall within the same calendar
      year.

            (b)   In determining the present value of the cumulative Accrued
      Benefit (for this purpose using the actuarial assumptions set forth in
      Section 1.3 hereof) or the amount of the account of any employee, such
      present value or account will include the amount in dollar value of the
      aggregate distributions made to such employee under the applicable plan
      during the one-year period ending on the Determination Date unless
      reflected in the value of the Accrued Benefit or account balance as of the
      most recent Valuation Date. The amounts will include distributions to
      employees which represented the entire amount credited to their accounts
      under the applicable plan. However, if a distribution is made for a reason
      other than separation from service, death or disability, such
      distributions will be included in determining the present value of the
      cumulative Accrued Benefit if it was made during the 5-year period ending
      on the Determination Date.

            (c)   Further, in making such determination, such present value or
      such account shall include any rollover contribution (or similar transfer)
      as follows:

                                       69
<PAGE>

                  (i)   If the rollover contribution (or similar transfer) is
            initiated by the employee and made to or from a plan maintained by a
            Considered Company, the plan providing the distribution shall
            include such distribution in the present value or such account; the
            plan accepting the distribution shall not include such distribution
            in the present value or such account unless the plan accepted it
            before December 31, 1983.

                  (ii)  If the rollover contribution (or similar transfer) is
            not initiated by the employee or made from a plan maintained by a
            Considered Company, the plan accepting the distribution shall
            include such distribution in the present value or such account,
            whether the plan accepted the distribution before or after December
            31, 1983; the plan making the distribution shall not include the
            distribution in the present value or such account.

            (d)   Further, in making such determination, in any case where an
      individual is a Non-Key Employee with respect to an applicable plan but
      was a Key Employee with respect to such plan for any prior Plan Year, any
      Accrued Benefit and any account of such employee shall be altogether
      disregarded. For this purpose, to the extent that a Key Employee is deemed
      to be a Key Employee if he met the definition of Key Employee within any
      of the preceding Plan Year, this provision shall apply following the end
      of such period of time.

            (e)   "Valuation Date" means for purposes for determining the
      present value of an Accrued Benefit as of the Determination Date the date
      determined as of the most recent valuation date which is within a 12-month
      period ending on the Determination Date. For the first plan year of a
      plan, the Accrued Benefit for a current employee shall be determined
      either as if the individual (i) terminated service as of the Determination
      Date or (ii) terminated service as of the Valuation Date, but taking into
      account the estimated Accrued Benefit as of the Determination Date. The
      Valuation Date shall be determined in accordance with the principles set
      forth in Q&A. T-25 of Treasury Regulations Section 1.416-1.

            (f)   For purposes of this Article, "Compensation" shall have the
      meaning given to it in Section 21.3(d) of the Plan.

                                       70
<PAGE>

                                  ARTICLE XXI

                             LIMITATION ON BENEFITS

            Notwithstanding any provision of this Plan to the contrary, the
total Annual Benefit received by an Employee shall be subject to the following
limitations:

      21.1  Single Defined Benefit Plan:

            The annual normal retirement benefit of any Employee under this Plan
cannot exceed the lesser of $160,000 ($165,000 for the 2004 Limitation Year)
(increased annually for Limitation Years in accordance with Section 415(d) of
the Code to reflect cost-of-living adjustments) (the "Dollar Limitation") or
100% of such Employee's Average Compensation ("Percentage Limitation"). For
purposes of determining whether an Employee's benefits exceed these limitations,
the following rules shall apply:

            (a)   Adjustment for Certain Other Forms of Benefit.

                  If the normal form of benefit is other than a Single Life
      Annuity, such form must be adjusted actuarially to the equivalent of a
      Single Life Annuity; provided, however, that, subsection (d) of this
      Section notwithstanding, for a form of benefit subject to the adjustment
      required under Code Section 415(b)(2), the interest rate used to make such
      adjustment shall not be less than the "applicable interest rate" and the
      mortality table shall be the "applicable mortality table," as each is
      defined in Code Section 417(e)(3)(A). This Single Life Annuity cannot
      exceed the maximum Dollar Limitation or Percentage Limitation outlined
      above. No adjustment is required for the following: qualified joint and
      survivor annuity benefits, preretirement disability benefits,
      preretirement death benefits and post-retirement medical benefits.

            (b)   Adjustment to Dollar Limitation if Benefit Commences Before
      Age 62.

                  If benefit distributions commence before a Member attains age
      62, the Dollar Limitation shall be reduced, in accordance with regulations
      prescribed by the Secretary of the Treasury, so that it is the Actuarial
      Equivalent of the Dollar Limitation beginning at age 62. For purposes of
      this adjustment, the Actuarial Equivalent shall be based on subsection (b)
      of such definition under Article I of this Plan and subject to subsection
      (d) of this Section.

            (c)   Adjustment to Dollar Limitation if Benefit Commences After Age
      65.

                                       71
<PAGE>

                  If benefit distributions commence after a Member attains age
      65, the Dollar Limitation shall be increased, in accordance with
      regulations prescribed by the Secretary of the Treasury, so that it is the
      Actuarial Equivalent of the Dollar Limitation at age 65. For purposes of
      this adjustment, the Actuarial Equivalent shall be based on clause (b) of
      such definition under Article I of this Plan and subject to subsection (d)
      of this Section.

            (d)   Interest Assumption.

                  The interest rate used for adjusting the maximum limitations
            above shall be:

                  (i)   For benefits commencing before age 62 and for forms of
            benefit other than straight life annuity, the greater of:

                        (1)   5%; or

                        (2)   the rate used to determine the Actuarial
                  Equivalent.

                  (ii)  For benefits commencing after age 65, the lesser of:

                        (1)   5%; or

                        (2)   the rate used to determine the Actuarial
                  Equivalent.

            (e)   Reduction For Service Less Than 10 Years.

                  In the case of an Employee who has less than 10 years of
      participation in a defined benefit plan of the Employer, the benefits
      shall not exceed the limit set forth in this Article XXI above multiplied
      by a fraction, the numerator of which is the number of years (or part
      thereof) of participation in a defined benefit plan of the Employer and
      the denominator of which is 10.

            (f)   Adjustment For Small Benefits.

                  In the case of an Employee whose Annual Benefit is not in
      excess of $10,000, the benefits payable with respect to such Employee
      under this Plan shall be deemed not to exceed the limitations of this
      Section if:

                  (i)   The Annual Benefits payable with respect to such
            Employee under this Plan and all other defined benefit plans of the
            Employer do not exceed $10,000 for the Plan Year or for any prior
            Plan Year; and

                  (ii)  The Employer has not at any time maintained a defined
            contribution plan in which the Employee participated.

                                       72
<PAGE>

            (g)   Protected Accrued Benefit.

                  In the case of an individual who was a participant in one or
      more defined benefit plans of the Employer as of the first day of the
      first Limitation Year beginning after December 31, 1986, the application
      of the limitation of this Article XXI shall not cause the maximum
      permissible amount for such individual under all such defined benefit
      plans to be less than the individual's current Accrued Benefit. The
      preceding sentence applies only if such defined benefit plans met the
      requirements of Code Section 415 for all Limitation Years beginning before
      January 1, 1987.

      21.2  Two or More Defined Benefit Plans:

            If the Employer maintains one or more defined benefit plans in
addition to this Plan, the sum of the normal retirement benefits of all plans
will be treated as a single benefit for the purposes of applying the limitations
in this Article XXI. If these benefits exceed, in the aggregate, the limitations
in this Article XXI, the annual normal retirement benefit under this Plan shall
be reduced (but not below zero) until the sum of the annual benefits of the
remaining plans satisfy the limitations.

      21.3  Definitions:

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

            (b)   Excess Amount: The excess of the Employee's Annual Additions
      for the Limitation Year over the Maximum Permissible Amount.

            (c)   Limitation Year: A 12 consecutive month period ending on
      December 31.

            (d)   Compensation: For purposes of determining compliance with the
      limitations of Code Section 415, Compensation shall mean an Employee's
      earned income, wages, salaries, fees for professional services and other
      amounts received for personal services actually rendered in the course of
      employment with an Employer maintaining the Plan, including, but not
      limited to, commissions paid to salesmen, compensation for services based
      on a percentage of profits, commissions on insurance premiums, tips and
      bonuses, and excluding the following:

                  (i)   Employer contributions to a plan of deferred
            compensation to the extent contributions are not included in gross

                                       73
<PAGE>

            income of the Employee for the taxable year in which contributed, or
            on behalf of an Employee to a simplified employee pension plan to
            the extent such contributions are deductible under Code Section
            219(b)(2), and any distributions from a plan of deferred
            compensation whether or not includable in the gross income of the
            Employee when distributed (however, any amounts received by an
            Employee pursuant to an unfunded nonqualified plan may be considered
            as Compensation in the year such amounts are included in the gross
            income of the Employee);

                  (ii)  amounts realized from the exercise of a nonqualified
            stock option, or when restricted stock (or property) held by an
            Employee becomes freely transferable or is no longer subject to a
            substantial risk of forfeiture;

                  (iii) amounts realized from the sale, exchange or other
            disposition of stock acquired under a qualified stock option; and

                  (iv)  other amounts which receive special tax benefits, or
            contributions made by an Employer (whether or not under a salary
            reduction agreement) towards the purchase of an annuity contract
            described under Code Section 403(b) (whether or not the
            contributions are excludable from the gross income of the Employee).

      For purposes of applying the limitations in this Article, amounts included
      as Compensation are those actually paid or made available to an Employee
      within the Limitation Year. Compensation shall be limited to $200,000 for
      any Limitation Year ($205,000 for the 2004 Limitation Year), with such
      amount adjusted to reflect (x) any amendment to Code Section 401(a)(17)
      and (y) any cost of living adjustments pursuant to Code Section
      401(a)(17)(B). Notwithstanding anything to the contrary in the definition,
      Compensation shall include any and all items which may be includable in
      Compensation under Section 415(c)(3) of the Code, including (i) any
      elective deferrals (as defined in Code Section 402(g)(3)) and (ii) any
      amounts which are contributed or deferred by the Employer at the election
      of the Member or Employee and which are not includable with the gross
      income of the Member or Employee by reason of Code Section 125, 457 or
      132(f)(4).

            (e)   Average Compensation: The average Compensation during an
      Employee's high three years of service, which period is the three
      consecutive calendar years (or, the actual number of consecutive years of
      employment for those Employees who are employed for less than three
      consecutive years with the Employer) during which the Employee had the
      greatest aggregate Compensation from the Employer.

                                       74
<PAGE>

            (f)   Annual Benefit: A benefit payable annually in the form of a
      straight life annuity (with no ancillary benefits) under a plan to which
      Employees do not contribute and under which no rollover contributions are
      made.

                                       75
<PAGE>

            IN WITNESS WHEREOF, the Company, by the duly authorized officer of
its General Partner, has caused these presents to be executed in a number of
copies, each of which shall be deemed an original but all of which shall
constitute but one and the same instrument, this 12th day of October, 2004.

                                        TEXAS GENCO, LP
                                        BY:  TEXAS GENCO GP, LLC
                                        ITS GENERAL PARTNER

                                        By: /s/ DAVID G. TEES
                                           -------------------------------------
                                           David G. Tees
                                           President and Chief Executive Officer

ATTEST

/s/ RICHARD DAUPHIN
--------------------------
Assistant Secretary

                                       76
<PAGE>

                                   APPENDIX A

                           TEXAS GENCO RETIREMENT PLAN

                       NORAM PLAN (INCLUDING ENTEX PLANS)

            This Appendix A, which forms part of the Texas Genco Retirement Plan
(the "Plan"), as established effective September 1, 2004, contains a copy of the
NorAm Plan (including a copy of the Entex Plans), as defined in the Plan.

                                   Appendix A
<PAGE>

                                   APPENDIX B

                           TEXAS GENCO RETIREMENT PLAN

                AMENDMENT OF CERTAIN PROVISIONS OF THE NORAM PLAN

            This Appendix B, which forms part of the Texas Genco Retirement Plan
(the "Plan"), as established effective September 1, 2004, amends certain
provisions of the NorAm Plan. Terms used in this Appendix B shall have the
meanings provided in the NorAm Plan, unless the context clearly indicates
otherwise.

            1.    The first sentence of Section 4.5 of the NorAm Plan is hereby
amended to read as follows:

      "Notwithstanding any other provision of this Article, the retirement
      benefit payable to a Participant will not be less than the retirement
      benefit that the Participant had accrued as of December 31, 1991 (or, if
      the Participant commenced benefits before January 1, 2003 and was a Super
      Highly Compensated Employee for any Plan Year before 1992, as of his
      Benefit Protection Date as hereafter defined) under the terms of the
      Retirement Plan in effect on December 31, 1988 (including early retirement
      age and factors and other actuarial assumptions), determined as if the
      Participant had a Separation from Service on December 31, 1991, or his
      Benefit Protection Date, whichever applies."

            2.    Section 4.9 of the NorAm Plan document is hereby amended in
its entirety to read as follows:

            "4.9  Special Rule - Preservation of Prior Formula. For any
      Participant who commences retirement benefits on or after January 1, 2003,
      the retirement benefit will be the greater of (i) the retirement benefit
      determined under the foregoing provisions of this Article for all years of
      Credited Service or (ii) the retirement benefit the Participant would be
      entitled to receive under the Retirement Plan formula applicable to such
      Participant on December 31, 1991 (as if this Plan had not been adopted,
      including all relevant early retirement factors and actuarial assumptions)
      applied to the same Credited Service period as applied to (i) above.

            Notwithstanding, the retirement benefit of any other Participant who
      (i) was not a Highly Compensated Employee (as defined in Code Section
      414(q)) on December 31, 1991, and (ii) was an active Employee on December
      31, 1991, or had a Separation from Service prior to such date and is later
      rehired under circumstances in which his prior service is taken into
      account under Article 2, will

                                   Appendix B
<PAGE>

      be the greater of (1) the benefit determined under the foregoing
      provisions of this Article for all years of Credited Service or (2) in
      lieu of such benefit, the benefit the Participant would be entitled to
      receive under the Retirement Plan formula applicable to such Participant
      on December 31, 1991 (as if this Plan had not been adopted, including all
      relevant early retirement factors and actuarial assumptions, except as
      otherwise provided in this Section), applied to the period of Credited
      Service ending with the close of the Plan Year (after 1991) in which the
      Participant first becomes a Highly Compensated Employee. For purposes of
      determining benefits accruing under this Section in Plan Years beginning
      after 1994, Section 4.5(a) of the benefit formula under Part Three of the
      Retirement Plan will be applied by replacing '5 years of Vesting Service'
      with '10 years of Vesting Service.' If a Participant is entitled to a
      benefit under this Section, the benefit will be payable only in the forms
      of payment applicable under Article 5, except to the extent that a form of
      payment provided under the Retirement Plan is protected under Section
      5.10."

                                   Appendix B

<PAGE>

                                   APPENDIX C

                           TEXAS GENCO RETIREMENT PLAN

                                 MINNEGASCO PLAN

            This Appendix C, which forms part of the Texas Genco Retirement Plan
(the "Plan"), as established effective September 1, 2004, contains a copy of the
Minnegasco Plan, as defined in the Plan.

                                   Appendix C