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                                                                     EXHIBIT 4.6

                            CENTERPOINT ENERGY, INC.
                           SECOND AMENDED AND RESTATED
                             INVESTOR'S CHOICE PLAN


                  CenterPoint Energy, Inc. (successor to Reliant Energy,
Incorporated, formerly Houston Industries Incorporated), a Texas corporation
(the "Company"), hereby amends and restates its Amended and Restated Investor's
Choice Plan (the "ICP") in its entirety to establish the following CenterPoint
Energy, Inc. Second Amended and Restated Investor's Choice Plan (the "Plan"):

                                    RECITAL:

                  WHEREAS, the purpose of the Plan is to provide interested
investors and holders of certain debt and equity securities of the Company and
its subsidiaries a convenient, economical means of increasing their investment
in the Company through (i) regular investment of cash dividends paid and
interest payments made on such securities, (ii) optional cash investments and/or
(iii) initial cash investments in shares of the Company's common stock, par
value $0.01 per share, including associated preferred stock purchase rights (the
"Common Stock"); and

                  WHEREAS, the Company desires to amend and restate the ICP to
(i) change the name of the ICP, (ii) revise the list of Eligible Securities (as
defined herein), (iii) reflect the removal of the option to reinvest Dividends
(as defined herein) on Common Stock in self-directed Individual Retirement
Accounts through a Company-selected IRA trustee, and (iv) provide certain other
clarifications.

                  NOW, THEREFORE:

                                   ARTICLE I

                                  Definitions

                  The terms defined in this Article I shall, for all purposes of
this Plan, have the following respective meanings:

                  Account

                  The term "Account" shall mean, as to any Participant, the
account maintained by the Administrator evidencing (i) the shares (and/or
fraction of a share) of Common Stock (a) purchased through the Plan and/or (b)
deposited by such Participant into the Plan pursuant to Section 4.1 hereof, and
credited to such Participant and (ii) cash held in the Plan pending investment
in Common Stock for such Participant.

                  Account Shares

                  The term "Account Shares" shall mean all shares (and/or
fraction of a share) of Common Stock credited to the Account of a Participant by
the Administrator, which shall include shares deposited into the Plan pursuant
to Section 4.1 hereof.

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                  Administrator

                  The term "Administrator" shall mean the individual (who may be
an employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as Administrator
hereunder.

                  Automatic Investing Authorization Form

                  The term "Automatic Investing Authorization Form" shall mean
the documentation, including a voided check or deposit slip on the bank, savings
or credit union account from which funds are to be drawn, that the Administrator
shall require to be completed and received for a Participant to authorize the
Administrator to make automatic deductions from an account designated by the
Participant for investment in Common Stock through the Plan.

                  Common Stock

                  As defined in the Recitals.

                  Company

                  As defined in the introduction to the Recitals.

                  Company Share Purchase Price

                  The term "Company Share Purchase Price," when used with
respect to Fractional Account Shares, newly issued shares of Common Stock or
shares of Common Stock held in the Company's treasury, shall mean the average of
the high and low sales prices of Common Stock on a given trading day as reported
on the New York Stock Exchange Composite Tape as published in The Wall Street
Journal. In the absence of knowledge of inaccuracy, the Administrator may rely
upon such prices as published in The Wall Street Journal. In the event no
trading is so reported for a trading day, the Company Share Purchase Price for
such shares may be determined by the Company on the basis of such market
quotations as it deems appropriate.

                  Direct Deposit Authorization Form

                  The term "Direct Deposit Authorization Form" shall mean the
documentation, including a voided check or deposit slip for the designated bank,
savings or credit union account, that the Administrator shall require to be
completed and received prior to a Participant having any Dividends on Account
Shares not being reinvested in Common Stock paid by electronic direct deposit to
the Participant's predesignated bank, savings or credit union account pursuant
to Section 7.7 hereof.

                  Dividend

                  The term "Dividend" shall mean cash dividends paid on
Reinvestment Eligible Securities.

                  Dividend Payment Date

                  The term "Dividend Payment Date" shall mean a date on which a
cash dividend on shares of Common Stock is paid.

                  Eligible Securities

                  The term "Eligible Securities" shall mean those equity and
debt securities of the Company and its subsidiaries, whether issued prior to, on
or after the date hereof, set forth in


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Section 6.1 hereof, and such other equity and debt securities of the Company and
its subsidiaries as the Company may designate, in its sole discretion, pursuant
to Section 6.2 hereof.

                  Enrollment Form

                  The term "Enrollment Form" shall mean the documentation that
(i) the Administrator shall require to be completed and received prior to an
investor's enrollment in the Plan pursuant to Section 2.2, 2.3, 2.4 or 4.1
hereof and (ii) a Participant may submit to the Administrator to change his
options under the Plan pursuant to Section 7.1 hereof.

                  Exchange Act

                  The term "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.

                  Foreign Person

                  The term "Foreign Person" shall mean a Person that is a
citizen or resident of, or is organized or incorporated under, or has its
principal place of business in, a country other than the United States, its
territories and possessions.

                  Fractional Account Shares

                  The term "Fractional Account Shares" shall mean the shares
(and fractions of shares) of Common Stock held in the Fractional Share Account.

                  Fractional Share Account

                  The term "Fractional Share Account" shall mean an account
under the Plan, owned by the Company, consisting of Fractional Account Shares,
which is held by the Administrator and administered pursuant to Section 8.3
hereof.

                  ICP

                  As defined in the introduction to the Recitals.

                  Independent Agent

                  The term "Independent Agent" shall mean an agent independent
of the Company who satisfies applicable legal requirements (including without
limitation the requirements of Regulation M and Rule 10b-18 promulgated under
the Exchange Act) and who has been selected by the Company, pursuant to Section
10.6 hereof, to serve as an Independent Agent for purposes of making open market
purchases and sales of Common Stock under the Plan.

                  Interest

                  The term "Interest" shall mean interest payments made on
Reinvestment Eligible Securities.

                  Investment Date

                  The term "Investment Date" shall mean each date on which the
Administrator or Independent Agent shall begin to purchase or sell shares of
Common Stock pursuant to the Plan. An Investment Date shall occur at least every
fifth business day, and may occur as often as every business date, if
practicable, as determined in the sole discretion of the Administrator.


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                  Market Share Purchase Price

                  The term "Market Share Purchase Price," when used with respect
to shares of Common Stock purchased in the open market, shall mean the weighted
average purchase price per share (including brokerage commissions, any related
service charges and applicable taxes) of the aggregate number of shares
purchased in the open market for an Investment Date.

                  Market Share Sales Price

                  The term "Market Share Sales Price," when used with respect to
shares of Common Stock sold under the Plan, shall mean the weighted average
sales price per share (less brokerage commissions, any related service charges
and applicable taxes) of the aggregate number of shares sold in the open market
for the relevant period.

                  Maximum Amount

                  As defined in Section 2.5 hereof.

                  Participant

                  As defined in Section 2.1 hereof.

                  Person

                  The term "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, estate or unincorporated organization.

                  Plan

                  As defined in the introduction to the Recitals.

                  Reinvestment Eligible Securities

                  The term "Reinvestment Eligible Securities" shall mean (i)
those Eligible Securities of which a Participant is the record or registered
holder and on which the Participant has elected to have all or a portion of the
Dividends or Interest paid reinvested in Common Stock and (ii) those Account
Shares on which the Participant has elected to have all or a portion of the
Dividends paid reinvested in Common Stock, which election under (i) or (ii) has
been made by delivering a completed optional cash investment stub or a completed
Enrollment Form, as the case may be, to the Administrator.

                  Statement of Account

                  The term "Statement of Account" shall mean a written statement
prepared by the Administrator and sent to each Participant which reflects (i)
all transactions to date completed under the Plan during the current calendar
year, (ii) the number of Account Shares credited to such Participant's Account
at the date of such statement, (iii) the amount of cash, if any, credited to
such Participant's Account pending investment at the date of such statement and
(iv) such additional information regarding such Participant's Account as the
Administrator may determine to be pertinent to the Participant.

                  Trust Account

                  As defined in Section 11.1 hereof.

                  Trustee

                  As defined in Section 11.7 hereof.


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A pronoun or adjective in the masculine gender includes the feminine gender, and
the singular includes the plural, unless the context clearly indicates
otherwise.

                                   ARTICLE II

                                  Participation

                  Section 2.1. Participation. Any Person, whether or not a
record holder of Common Stock, may elect to participate in the Plan; provided,
however, that if such Person is a Foreign Person, he must provide evidence
satisfactory to the Administrator that his participation in the Plan would not
violate local laws applicable to the Company, the Plan or such Foreign Person.

                  An election by a Person to participate in the Plan shall be
made by completing and returning to the Administrator an Enrollment Form and (i)
electing to have Dividends on Eligible Securities of which such Person is the
record holder invested in Common Stock pursuant to Section 2.2 hereof, (ii)
electing to have Interest on Eligible Securities of which such Person is the
registered owner invested in Common Stock pursuant to Section 2.3 hereof, (iii)
depositing certificates representing Common Stock of which such person is the
record holder into the Plan pursuant to Section 4.1 hereof or (iv) making an
initial cash investment pursuant to Section 2.4 hereof.

                  Any Person who has met such requirements and has made and not
revoked such election is herein referred to as a "Participant." Notwithstanding
the foregoing, each participant in the ICP or the Plan on the date hereof is
automatically a Participant without submitting a new Enrollment Form; provided,
however, that any such Participant who wishes to change his current
participation in any way must submit written or facsimile instructions or a new
Enrollment Form to the Administrator. A Participant (or a Person completing an
Enrollment Form in order to become a Participant) may elect to participate in
any or all forms of investment provided in Sections 2.2 through 2.5 hereof and
to utilize the Plan's safekeeping services provided in Section 4.1 hereof by
submitting an Enrollment Form designating such election to the Administrator;
provided, however, that in lieu of an Enrollment Form, a Participant may submit
to the Administrator (i) written or facsimile instructions in order to elect
Dividend and/or Interest reinvestment pursuant to Sections 2.2 and/or 2.3
hereof, (ii) a completed optional cash investment stub attached to a quarterly
Statement of Account in order to elect to make optional cash investments
pursuant to Section 2.5 hereof and (iii) the stock certificates representing the
Common Stock to be deposited into the Plan in order to elect to utilize the
safekeeping services provided by the Plan.

                  Section 2.2. Dividend Reinvestment. A Participant may elect to
have all or a portion of any Dividend on his Reinvestment Eligible Securities
invested in shares (and/or a fraction of a share) of Common Stock to be credited
to his Account in lieu of receiving such Dividend directly. If a Participant
elects to reinvest only a portion of the Dividends received on his Reinvestment
Eligible Securities, the portion of Dividends not reinvested will be sent to the
Participant by check in the manner otherwise associated with payment of such
Dividends or, if such Reinvestment Eligible Securities are also Account Shares,
by electronic direct deposit if the Participant has elected the direct deposit
option provided in Section 7.7 hereof.


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                  Section 2.3. Interest Reinvestment. A Participant may elect to
have all or a portion of any Interest on his Reinvestment Eligible Securities
invested in shares (and/or a fraction of a share) of Common Stock to be credited
to his Account in lieu of receiving such Interest directly. If a Participant
elects to reinvest only a portion of the Interest on his Reinvestment Eligible
Securities, that portion of Interest not reinvested in Common Stock will be sent
to the Participant by check in the manner otherwise associated with payment of
Interest.

                  Section 2.4. Initial Cash Investment. A Person not already a
Participant may become a Participant by (i) making an initial cash payment of at
least $250, or (ii) in the case of a Person who is already a record or
registered holder of Eligible Securities, of at least $50, by personal check,
money order or wire transfer payable to CenterPoint Energy, Inc. Investor's
Choice Plan, to be invested in Common Stock pursuant to Section 3.4 hereof;
provided, however, that such initial cash payment may not exceed $120,000 and
payment for such initial cash investment must be accompanied by a completed
Enrollment Form.

                  Section 2.5. Optional Cash Investments. A Participant may
elect to make cash payments at any time or from time to time to the Plan, by
personal check, money order or wire transfer payable to CenterPoint Energy, Inc.
Investor's Choice Plan, or by automatic deductions from a predesignated bank,
savings or credit union account pursuant to Section 7.8 hereof, for investment
in Common Stock pursuant to Section 3.4 hereof; provided, however, that any
Participant who elects to make optional cash investments pursuant to this
Section 2.5 must invest at least $50 for any single investment and may not
invest more than $120,000 in aggregate amount in any calendar year (the "Maximum
Amount"). For purposes of determining whether the Maximum Amount has been
reached, initial cash investments shall be counted as optional cash investments.

                                  ARTICLE III

             Dividend and Interest Reinvestment and Stock Purchase

                  Section 3.1. Dividend and Interest Reinvestment. Dividends and
Interest as to which reinvestment has been elected by a Participant shall be
paid to the Administrator or its nominee on behalf of such Participant.
Dividends and Interest shall be reinvested, at the Company's election, in either
(i) newly issued shares of Common Stock or shares of Common Stock held in the
Company's treasury purchased from the Company or (ii) shares of Common Stock
purchased in the open market. Any reinvestment of Dividends or Interest in, or
other purchases of, Common Stock pursuant to this Article III shall be subject
to Section 3.5 hereof.

                  Section 3.2. Dividend and Interest Reinvestment in Newly
Issued or Treasury Shares. Dividend and Interest reinvestment in newly issued
shares of Common Stock or shares of Common Stock held in the Company's treasury
shall be governed by this Section 3.2. On an Investment Date with respect to
which the Company elects to issue new shares or sell shares of Common Stock held
in the Company's treasury to the Plan in order to effect the reinvestment of
Dividends and/or Interest, the Company shall issue to the Administrator upon the
Company's receipt of the funds described in (a) below, for crediting by the
Administrator to the Account of a Participant, a number of shares (and/or
fraction of a share rounded to three decimal places) of Common Stock equal to
(a) the amount of any Dividends and/or Interest paid to the Administrator on
behalf of such Participant since the preceding Investment Date plus the amount
of any Dividends paid to the


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Administrator on behalf of such Participant on such Investment Date divided by
(b) the Company Share Purchase Price on the trading day immediately preceding
such Investment Date. Such shares shall be issued or sold to, and registered in
the name of, the Administrator or its nominee as custodian for such
Participants. No interest shall be paid on Dividends or Interest held pending
reinvestment pursuant to this Section 3.2.

                  Section 3.3. Dividend and Interest Reinvestment in Shares
Purchased in the Open Market. Dividend and Interest reinvestment in shares of
Common Stock purchased in the open market shall be governed by this Section 3.3.
On an Investment Date with respect to which the Company elects to effect
reinvestment of Dividends and/or Interest in shares of Common Stock purchased in
the open market, the Administrator shall (if it is an Independent Agent), or
shall cause an Independent Agent to, apply the amount of any Dividends and/or
Interest paid to the Administrator on behalf of the Participants since the
preceding Investment Date plus the amount of any Dividends paid to the
Administrator on behalf of the Participants on such Investment Date to the
purchase of shares of Common Stock in the open market. Purchases in the open
market pursuant to this Section 3.3 and Subsection 3.4.2 hereof may begin on the
applicable Investment Date and shall be completed no later than five days from
such date unless completion at a later date is necessary or advisable under
applicable law, including without limitation any federal securities laws. Any
Dividends, Interest, optional cash investments and initial cash investments to
be reinvested in shares of Common Stock purchased in the open market pursuant to
this Section 3.3 and Subsection 3.4.2 hereof not reinvested in shares of Common
Stock within 30 days of receipt by the Administrator, or if the Company is not
the Administrator by the Company, shall be promptly returned to the Participant
at his address of record by First Class Mail. Open market purchases pursuant to
this Section 3.3 and Subsection 3.4.2 hereof may be made on any securities
exchange on which the Common Stock is traded, in the over-the-counter market or
by negotiated transactions, and may be upon such terms and subject to such
conditions with respect to price and delivery to which the Independent Agent
(including the Administrator if it is also an Independent Agent) may agree. With
regard to open market purchases of shares of Common Stock pursuant to this
Section 3.3 and Subsection 3.4.2 hereof, none of the Company, the Administrator
(if it is not also serving as the Independent Agent) or any Participant shall
have any authority or power to direct the time or price at which shares of
Common Stock may be purchased, the markets on which such shares are to be
purchased (including on any securities exchange, in the over-the-counter market
or in negotiated transactions) or the selection of the broker or dealer (other
than the Independent Agent) through or from whom purchases may be made. For the
purpose of making, or causing to be made, purchases of shares of Common Stock
pursuant to this Section 3.3 and Subsection 3.4.2 hereof, and sales of Account
Shares pursuant to Section 5.1 hereof, the Independent Agent shall be entitled
to commingle each Participant's funds with those of all other Participants and
to offset purchases of shares of Common Stock against sales of shares of Common
Stock to be made for Participants, resulting in a net purchase or a net sale of
shares. The number of shares (and/or fraction of a share rounded to three
decimal places) of Common Stock that shall be credited to a Participant's
Account with respect to an Investment Date to which this Section 3.3 applies
shall be equal to (a)(i) the amount of any Dividends and/or Interest paid to the
Administrator on behalf of such Participant since the preceding Investment Date
plus (ii) the amount of any Dividends paid to the Administrator on behalf of
such Participant on such Investment Date less (iii) any Dividends and/or
Interest to be returned to such Participant pursuant to this Section 3.3 divided


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by (b) the Market Share Purchase Price with respect to such Investment Date.
Such shares shall be registered in the name of the Administrator or its nominee
as custodian for the Participants. No interest shall be paid on Dividends or
Interest held pending reinvestment pursuant to this Section 3.3.

                  Section 3.4. Investment of Optional Cash Payments and Initial
Cash Payments. Any optional cash investments and initial cash investments
received by the Administrator from a Participant at least one business day prior
to an Investment Date shall be invested, beginning on such Investment Date, in
either (i) newly issued shares or shares of Common Stock held in the Company's
treasury in the manner provided in Subsection 3.4.1 hereof, or (ii) Common Stock
purchased in the open market in the manner provided in Subsection 3.4.2 hereof.
Optional cash investments and initial cash investments not received by the
Administrator at least one business day prior to an Investment Date need not be
invested on such Investment Date; provided, however, that any such optional cash
investments and initial cash investments not invested on such Investment Date
shall be invested beginning on the next succeeding Investment Date. No interest
shall be paid on optional cash investments and initial cash investments held
pending investment pursuant to this Section 3.4.

                  Subsection 3.4.1 Newly Issued or Treasury Shares. On an
Investment Date with respect to which the Company elects to issue new shares or
sell shares of Common Stock held in the Company's treasury to the Plan in order
to effect the investment of optional cash investments and initial cash
investments, the Company shall issue to the Administrator upon the Company's
receipt of the funds described in (a) below, for crediting by the Administrator
to the Account of a Participant, a number of shares (and/or fraction of a share
rounded to three decimal places) of Common Stock equal to (a) the amount of any
optional cash investments and/or initial cash investment received by the
Administrator from such Participant since the preceding Investment Date
(excluding any amounts received from such Participant within one business day of
such Investment Date but including any amounts received from such Participant
within one business day prior to the preceding Investment Date that were not
invested on the preceding Investment Date as set forth in Section 3.4 hereof)
divided by (b) the Company Share Purchase Price on the trading day immediately
preceding such Investment Date. Such shares shall be issued or sold to, and
registered in the name of, the Administrator or its nominee as custodian for the
Participants.

                  Subsection 3.4.2 Shares Purchased in the Open Market. On an
Investment Date with respect to which the Company elects to effect the
investment of optional cash investments and initial cash investments in shares
of Common Stock purchased in the open market, the Administrator shall (if it is
an Independent Agent), or shall cause an Independent Agent to, purchase for
crediting by the Administrator to the Account of a Participant a number of
shares (and/or fraction of a share rounded to three decimal places) of Common
Stock in the open market equal to (a)(i) the amount of any optional cash
investments and/or initial cash investment received by the Administrator from
such Participant since the preceding Investment Date (excluding any amounts
received from such Participant within one business day of such Investment Date
but including any amounts received from such Participant within one business day
prior to the preceding Investment Date as set forth in Section 3.4 hereof) less
(ii) any optional cash investments and/or initial cash investments to be
returned to such Participant pursuant to Section 3.3 hereof divided by (b) the
Market Share Purchase Price with respect to


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such Investment Date. Such purchases shall be made in the manner set forth in
Section 3.3 hereof. Such shares shall be registered in the name of the
Administrator or its nominee as custodian for the Participants.

                  Subsection 3.4.3 Request to Stop Investment. If a written
request to stop investment of optional cash investments or an initial cash
investment is received by the Administrator from a Participant at least two
business days before the next Investment Date, any optional cash investments or
initial cash investment from such Participant then held by the Administrator
shall not be invested in Common Stock and shall be returned to such Participant.
If such a request is not received by the Administrator at least two business
days prior to an Investment Date, any such optional cash investments or initial
cash investment shall be invested in shares of Common Stock for such
Participant's Account.

                  Section 3.5. Exhaustion of Fractional Share Account. Prior to
any purchase of Common Stock by the Administrator or an Independent Agent
pursuant to this Article III, the Administrator shall first purchase, at the
Company Share Purchase Price on the trading day immediately preceding the
Investment Date, the Fractional Account Shares from the Fractional Share
Account. To the extent made, such purchases from the Fractional Share Account
shall substitute for purchases required by this Article III.

                                   ARTICLE IV

                Safekeeping Services for Deposited Common Stock

                  Section 4.1. Deposited Common Stock. A Participant who has
already delivered an Enrollment Form to the Administrator may elect to have
certificates representing shares of Common Stock of which the Participant is the
record holder deposited into the Plan by delivering such certificates to the
Administrator, while a Person meeting the requirements set forth in Section 2.1
hereof who is not yet a Participant may elect to have his certificates
representing shares of Common Stock of which he is the record holder deposited
into the Plan by completing an Enrollment Form and delivering such certificates
and Enrollment Form to the Administrator. Shares of Common Stock so deposited
shall be transferred into the name of the Administrator or its nominee and
credited to the depositing Participant's Account. Dividends paid on shares of
Common Stock deposited into the Plan pursuant to this Section 4.1 shall be
reinvested in Common Stock pursuant to Article III hereof in accordance with the
depositing Participant's reinvestment election designated on a completed
Enrollment Form.

                  Section 4.2. Withdrawal of Common Stock Deposited Pursuant to
Section 4.1. Shares of Common Stock deposited pursuant to Section 4.1 hereof may
be withdrawn from the Plan pursuant to Section 7.2 hereof.

                                   ARTICLE V

           Sale of Account Shares; Gift or Transfer of Account Shares

                  Section 5.1. Sale of Account Shares. At any time, a
Participant may request, by written, telephone or facsimile instructions, that
the Administrator sell all or a portion of his

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whole Account Shares. The Administrator (if it is not also an Independent Agent)
shall forward such sale instructions to the Independent Agent as soon as
practicable, but within five business days, after receipt thereof (except in the
case of instructions to sell all whole Account Shares of a Participant described
below in the immediately following paragraph). The Independent Agent shall make
such sales as soon as practicable (in accordance with stock transfer
requirements and federal and state securities laws) after processing such sale
instructions. Within five business days after the sale has been completed by the
Independent Agent, the Administrator shall mail by First Class Mail to such
Participant at his address of record a check in an amount equal to (a) the
Market Share Sales Price multiplied by (b) the number of his Account Shares
sold.

                  If instructions for the sale of Account Shares which are not
Reinvestment Eligible Securities are received by the Administrator on or after
the record date relating to a Dividend Payment Date but before the Dividend
Payment Date, the sale shall be processed as described above, and the
Administrator shall, as soon as practicable following the receipt of Dividends
paid on such Account Shares, mail a check for such Dividends by First Class Mail
to the Participant at his address of record or directly deposit such Dividends
in the Participant's designated direct deposit account, if such Participant has
elected the direct deposit option pursuant to Section 7.7 hereof. If
instructions for the sale of Account Shares which are also Reinvestment Eligible
Securities are received by the Administrator on or after the record date
relating to a Dividend Payment Date but before the Dividend Payment Date, the
shares of Common Stock purchased from the reinvestment of such Dividends shall
be credited to the Participant's Account, and (i) if the Participant's sale
instructions cover less than all of his whole Account Shares, the sale shall be
processed as described above in the immediately preceding paragraph or (ii) if
the Participant's sale instructions cover all of his whole Account Shares, the
sale instructions shall not be processed until after such Dividends have been
reinvested pursuant to the Plan and the shares of Common Stock purchased
therewith have been credited to his Account. In the case of clause (ii) of the
immediately preceding sentence, the Administrator shall forward such sale
instructions to the Independent Agent promptly (within at least five business
days) after such Dividend Payment Date.

                  With regard to open market sales of Account Shares pursuant to
this Section 5.1, none of the Company, the Administrator (if it is not also
serving as the Independent Agent) or any Participant shall have any authority or
power to direct the time or price at which shares of Common Stock may be sold,
the markets on which such shares are to be sold (including on any securities
exchange, in the over-the-counter market or in negotiated transactions) or the
selection of the broker or dealer (other than the Independent Agent) through or
from whom sales may be made, except that the timing of such sales must be made
in accordance with the terms and conditions of the Plan.

                  Section 5.2. Gift or Transfer of Account Shares. A Participant
may elect to transfer (whether by gift, private sale or otherwise) ownership of
all or a portion of his Account Shares to the Account of another Participant or
establish an Account for a Person not already a Participant by delivering to the
Administrator written, telephone or facsimile instructions to that effect and a
stock assignment (stock power), acceptable to the Administrator. No fraction of
a share of Common Stock credited to the transferor's Account shall be
transferred unless the transferor's entire Account is transferred.


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                  Account Shares transferred in accordance with the preceding
paragraph shall continue to be registered in the name of the Administrator as
custodian and shall be credited to the transferee's Account. If the transferee
is not already a Participant, an Account shall be opened in the name of the
transferee and the Administrator shall send the transferee an Enrollment Form as
soon as practicable after such transfer. Until the transferee elects otherwise
or the transferor specifically requests that the new Account be enrolled in one
or more of the Plan's options, the new Account will be treated as having elected
only to have shares held in safekeeping under the Plan. The transferor may
request that the Administrator deliver a Statement of Account to the transferor
for personal delivery to the transferee and/or the transferor may request that
the Administrator deliver to such transferee a gift certificate. The transferor
may request that the Administrator send the gift certificate directly to such
transferee with the first Statement of Account following such transfer or
request that the Administrator deliver such gift certificate to the transferor
for personal delivery to the transferee. The Administrator shall comply with any
such request of a transferor relating to Statements of Account and/or gift
certificates as soon as practicable following receipt of such request.

                  If transfer instructions with regard to Account Shares which
are not Reinvestment Eligible Securities are received by the Administrator on or
after the record date relating to a Dividend Payment Date but before the
Dividend Payment Date, the transfer shall be processed as described above, and
the Administrator shall, as soon as practicable following the receipt of
Dividends paid on such designated Account Shares, mail a check for such
Dividends by First Class Mail to the transferor at his address of record or
directly deposit such Dividends in the transferor's direct deposit account, if
he has elected the direct deposit option pursuant to Section 7.7 hereof. If
transfer instructions with regard to Account Shares that are also Reinvestment
Eligible Securities are received by the Administrator on or after the record
date relating to a Dividend Payment Date but before the Dividend Payment Date,
the shares of Common Stock purchased from the reinvestment of such Dividends
shall be credited to the Participant's Account, and (i) if the Participant's
transfer instructions cover less than all of his whole Account Shares, the
transfer shall be processed as described above in the immediately preceding
paragraph or (ii) if the Participant's transfer instructions cover all of his
whole Account Shares, the transfer shall not be processed until after such
Dividends have been reinvested pursuant to the Plan and the shares of Common
Stock purchased therewith have been credited to his Account. In the case of
clause (ii) of the immediately preceding sentence, the Administrator shall
effect such transfer as soon as practicable after such Dividend Payment Date.

                  Section 5.3. Reinvestment of Dividends on Remaining Account
Shares. If only a portion of a Participant's Account Shares are Reinvestment
Eligible Securities and the Participant elects to (i) sell a portion of his
Account Shares pursuant to Section 5.1 hereof, (ii) transfer a portion of his
Account Shares pursuant to Section 5.2 hereof or (iii) withdraw a portion of his
Account Shares pursuant to Section 7.2 hereof, all of the Account Shares which
are not Reinvestment Eligible Securities shall be sold, transferred or
withdrawn, as the case may be, before any Account Shares which are Reinvestment
Eligible Securities are sold, transferred or withdrawn unless the Participant
gives specific instructions to the contrary in connection with such sale,
transfer or withdrawal of Account Shares.


                                       11
<PAGE>


                                   ARTICLE VI

                               Eligible Securities

                  Section 6.1. Eligible Securities. The following debt and
equity securities of the Company and its subsidiaries shall be Eligible
Securities:

                  (i)    Common Stock; and

                  (ii)   First Mortgage Bonds, 9.15% Series due 2021.

                  Section 6.2. Additional Eligible Securities. The Company may
from time to time or at any time designate other debt or equity securities of
the Company and its subsidiaries as Eligible Securities by notifying the
Administrator in writing of the designation of such securities as Eligible
Securities.

                                  ARTICLE VII

                              Treatment of Accounts

                  Section 7.1. Changing Plan Options. A Participant may elect to
change his Plan options, including (i) changing the reinvestment levels (i.e.,
full, partial or none) of Dividends and Interest on Reinvestment Eligible
Securities and (ii) changing the designation of Reinvestment Eligible
Securities, by delivering to the Administrator written or facsimile instructions
or a new Enrollment Form to that effect. To be effective with respect to any
Dividend or Interest payment, the instructions or Enrollment Form with respect
to such Reinvestment Eligible Securities must be received by the Administrator
on or before the record date relating to such Dividend and/or Interest. If the
instructions or Enrollment Form are not received by the Administrator on or
before the record date relating to such Dividend and/or Interest, such
instructions shall not become effective until after the payment of such Dividend
and/or Interest. The shares of Common Stock purchased from the reinvestment of
such Dividend and/or Interest shall be credited to the Participant's Account.
After the Administrator's receipt of effective option changing instructions,
Dividends and Interest on Reinvestment Eligible Securities as to which the
reinvestment election has been revoked will be paid in cash or with regard to
Dividends on Common Stock, by direct deposit to the Participant's designated
direct deposit account, if such Participant has elected the direct deposit
option pursuant to Section 7.7 hereof.

                  Section 7.2. Right of Withdrawal. A Participant may, at any
time or from time to time, withdraw from the Plan all or any part (other than
fractions) of his Account Shares by delivering to the Administrator (i)
appropriate withdrawal instructions to that effect, if such Participant will be
the record holder of such Account Shares after withdrawal or (ii) written
instructions specifying the recipient's name, address, Social Security number
and telephone number (or such items as required by the Administrator) and a
stock assignment (stock power) to that effect, if the Participant will not be
the record holder of such Account Shares after withdrawal. Subject to the
limitations described in the immediately following paragraph, within two
business days of the Administrator's receipt of (i) appropriate withdrawal
instructions or (ii) appropriate written transfer instructions and a stock
assignment (stock power), as the case


                                       12
<PAGE>


may be, which indicates the Participant's desire to withdraw certain of his
whole Account Shares, the Administrator shall mail by First Class Mail to the
Participant at his address of record, or to the address of any Person that the
Participant designated, certificates representing such designated Account
Shares.

                  If withdrawal instructions with regard to Account Shares which
are not Reinvestment Eligible Securities are received by the Administrator on or
after the record date relating to a Dividend Payment Date but before the
Dividend Payment Date, the withdrawal shall be processed as described above, and
the Administrator shall, as soon as practicable following the receipt of
Dividends paid on the withdrawn Account Shares, mail a check for such Dividends
by First Class Mail to the Participant at his address of record or directly
deposit such Dividends in the Participant's designated direct deposit account,
if such Participant has elected the direct deposit option pursuant to Section
7.7 hereof. If withdrawal instructions with regard to Account Shares which are
also Reinvestment Eligible Securities are received by the Administrator on or
after the record date relating to a Dividend Payment Date but before the
Dividend Payment Date, the shares of Common Stock purchased from the
reinvestment of such Dividends shall be credited to the Participant's Account,
and (i) if the Participant's withdrawal instructions cover less than all of his
Account Shares, the withdrawal shall be processed as described above in the
immediately preceding paragraph or (ii) if the Participant's withdrawal
instructions cover all of his whole Account Shares, the withdrawal instructions
shall not be processed until after such Dividends have been reinvested pursuant
to the Plan and the shares of Common Stock purchased therewith have been
credited to his Account. In the case of clause (ii) of the immediately preceding
sentence, the Administrator shall mail by First Class Mail to the Participant at
his address of record, or to the address of any Person that the Participant
designated, certificates representing the withdrawn Account Shares as soon as
practicable following such Dividend Payment Date.

                  Withdrawal of Account Shares shall not affect reinvestment of
Dividends on the Account Shares withdrawn unless (i) the Participant is no
longer the record holder of such Account Shares, (ii) such reinvestment is
changed by the Participant by delivering to the Administrator written or
facsimile instructions or an Enrollment Form to that effect pursuant to Section
7.1 hereof or (iii) the Participant has terminated his participation in the
Plan.

                  Section 7.3. Right of Termination of Participation. If a
Participant's written, telephone or facsimile instructions to the Administrator
indicate the Participant's desire to terminate his participation in the Plan,
the Administrator shall treat such request as a withdrawal of all of such
Participant's whole Account Shares pursuant to Section 7.2 hereof. As soon as
practicable after receipt of termination instructions, the Administrator, in
addition to mailing certificates representing all whole Account Shares, if any,
pursuant to Section 7.2 hereof, shall mail by First Class Mail to the
Participant at his address of record a check for an amount equal to the sum of
(i) the amount of cash credited to such Participant's Account pending investment
in Common Stock and (ii) the cash value of any fraction of a share of Common
Stock credited to his Account. Such fraction of a share shall be valued at the
Company Share Purchase Price for the trading day immediately preceding the date
of termination.

                  Section 7.4. Stock Splits, Stock Dividends and Rights
Offerings. Any shares or other securities representing stock splits or other
noncash distributions on Account Shares shall

                                       13
<PAGE>


be credited to such Participant's Account. Stock splits, combinations,
recapitalizations and similar events affecting the Common Stock shall, as to
shares credited to Accounts of Participants, be credited to such Accounts on a
pro rata basis. In the event of a rights offering, a Participant shall receive
rights based upon the total number of whole shares of Common Stock credited to
his Account.

                  Section 7.5. Shareholder Materials; Voting Rights. The
Administrator shall send or forward to each Participant all applicable proxy
solicitation materials, other shareholder materials or consent solicitation
materials. Participants shall have the exclusive right to exercise all voting
rights respecting Account Shares credited to their respective Accounts. A
Participant may vote any of his whole Account Shares in person or by proxy. A
Participant's proxy card shall include his whole Account Shares and shares of
Common Stock of which he is the record holder. Account Shares shall not be voted
unless a Participant or his proxy votes them. Fractions of shares of Common
Stock shall not be voted.

                  Solicitation of the exercise of Participants' voting rights by
the management of the Company and others under a proxy or consent provision
applicable to all holders of Common Stock shall be permitted. Solicitation of
the exercise of Participants' tender or exchange offer rights by management of
the Company and others shall also be permitted. The Administrator shall notify
the Participants of each occasion for the exercise of their voting rights or
rights with respect to a tender offer or exchange offer within a reasonable time
before such rights are to be exercised. Such notification shall include all
information distributed to the shareholders of the Company by the Company
regarding the exercise of such rights.

                  Section 7.6. Statements of Account. As soon as practicable
after each calendar quarter, the Administrator shall send to each Participant a
quarterly Statement of Account. Additionally, the Administrator shall send a
confirmation to each Participant promptly after each cash investment, deposit of
Common Stock into the Plan pursuant to Section 4.1 hereof or sale, transfer or
withdrawal of Account Shares by such Participant. The Administrator need not
confirm Dividend and Interest reinvestments individually but shall confirm any
such reinvestments on quarterly Statements of Account.

                  Section 7.7. Direct Deposit Option. A Participant may elect to
have any Dividends on Account Shares not being reinvested in Common Stock
pursuant to the Plan paid by electronic direct deposit to the Participant's
predesignated bank, savings or credit union account. To receive such direct
deposit of funds, a Participant must complete and return a Direct Deposit
Authorization Form to the Administrator. Direct deposit authorization must be
received by the Administrator at least 30 days before an applicable Dividend
Payment Date to be effective for that Dividend Payment Date. Participants can
cancel direct deposit of Dividends by notifying the Administrator in writing or
by facsimile. In order to be effective for an applicable Dividend Payment Date,
the Administrator must receive the cancellation notice at least 30 days before
that Dividend Payment Date. To change a designated bank, savings or credit union
account for direct deposit of Dividends, the Administrator must receive written
notice, accompanied by a voided check or deposit slip for the new bank account,
at least 30 days before an applicable Dividend Payment Date.


                                       14
<PAGE>

                  Section 7.8. Automatic Investing Option. A Participant may
elect to make automatic monthly or quarterly investments of a specified amount
(not less than $50 per purchase nor more than $120,000 per calendar year) by
electronic automatic transfer of funds from a predesignated bank, savings or
credit union account. A Participant must complete an Automatic Investing
Authorization Form and return it to the Administrator at least 30 days before
initiating automatic investing. Automatic investing deductions shall be made two
business days before the Investment Date. A Participant shall be charged a
returned check fee by his bank if the designated bank, savings or credit union
account does not have sufficient funds to cover the authorized deduction.

                  A Participant may change the amount of his automatic
investment by notifying the Administrator in writing or by facsimile of the new
amount, and the change shall be effective approximately two weeks after the
notice is received. A Participant may cancel automatic investing by instructing
the Administrator in writing or by facsimile to cancel the automatic investing,
and the cancellation shall be effective approximately two weeks after the notice
is received. To change a designated bank, savings or credit union account, a
Participant must notify the Administrator in writing, by telephone or by
facsimile at least 30 days before the change is to take effect and supply a
voided check or deposit slip for the new account.

                                  ARTICLE VIII

                      Certificates and Fractions of Shares

                  Section 8.1. Certificates. Shares of Common Stock purchased
for a Participant will be held in an automated, electronic record keeping system
by the Administrator in its name or the name of its nominee. The number of
shares, including fractional shares, held for each Participant will be shown on
each Statement of Account. A Participant, at any time or from time to time, may
request in writing, by telephone or by facsimile to receive a certificate for
all or a portion of his whole Account Shares. The Administrator shall mail such
certificate(s) within two business days after the receipt of such request to
such Participant at his address of record; provided, however, that upon the
mailing of such certificate(s) the shares of Common Stock represented by such
certificate shall no longer be Account Shares but shall remain Reinvestment
Eligible Securities (to the extent such Participant has elected to have
Dividends on such Account Shares reinvested in Common Stock).

                  Section 8.2. Fractional Shares. Fractions of shares of Common
Stock shall be credited to Accounts as provided in Article III hereof; provided,
however, that no certificate for a fraction of a share shall be distributed to
any Participant at any time; and provided, further, that the Company shall issue
and sell only whole shares of Common Stock to the Administrator in respect of
Dividends and Interest reinvested in, and purchases made by the Administrator
hereunder of, newly issued shares or shares of Common Stock held in the
Company's treasury.

                  Section 8.3. Fractional Share Account. In the event that, upon
a Participant's termination of participation in the Plan, the Account of such
Participant is credited with a fraction of a share of Common Stock, such
fraction of a share shall be purchased by the Administrator for the Fractional
Share Account at the Company Share Purchase Price determined as of the trading
date specified in Section 7.3, 9.1 or 9.4 hereof, as the case may be, and the


                                       15
<PAGE>

proceeds thereof shall be remitted to such Participant as set forth in Section
7.3, 9.1 or 9.4 hereof, respectively. The Company shall from time to time credit
the Fractional Share Account with such amounts of money as may be necessary to
fund such purchases for the Fractional Share Account; provided, however, that
the Company may, at any time or from time to time, direct the Administrator to
repay, and thereupon the Administrator shall repay to the Company such portion
of the cash as the Company may, in its discretion, deem to be in excess of the
amount needed to fund the operations of the Fractional Share Account.

                  As set forth in Section 3.5 hereof, on each Investment Date,
the Administrator shall first apply the aggregate amount of optional cash
investments, initial cash investments, Dividends and Interest to the purchase of
all currently existing Fractional Account Shares. If the remaining aggregate
amount of optional cash investments, initial cash investments, Dividends and
Interest is not sufficient to purchase a whole number of shares of Common Stock,
the Company shall provide to the Administrator, as agent for the Company, such
additional amount of money as may be necessary to enable the Administrator (or
the Independent Agent, as the case may be) to purchase an additional share of
Common Stock. The fraction of a share that has been purchased with funds
provided by the Company shall be credited to the Fractional Share Account, and
the remaining fraction of a share shall be allocated among the Participants'
Accounts as necessary.

                                   ARTICLE IX

                               Concerning the Plan

                  Section 9.1. Suspension, Modification and Termination. The
Company may at any time and from time to time, at its sole option, suspend,
modify, amend or terminate the Plan, in whole, in part or in respect of
Participants in one or more jurisdictions; provided, however, no such amendment
shall decrease the Account of any Participant or result in a distribution to the
Company of any amount credited to the Account of any Participant. Upon complete
termination of the Plan, the Accounts of all Participants (or in the case of
partial termination of the Plan, the Accounts of all affected Participants)
shall be treated as if each such Participant had elected to terminate his
participation in the Plan pursuant to Section 7.3 hereof, except that any
fraction of a share of Common Stock shall be valued as of the trading date
immediately preceding the date on which the Plan is terminated. The
Administrator shall promptly send each affected Participant notice of such
suspension, modification or termination.

                  Section 9.2. Rules and Regulations. The Company may from time
to time adopt such administrative rules and regulations concerning the Plan as
it deems necessary or desirable for the administration of the Plan. The Company
shall have the power and authority to interpret the terms and the provisions of
the Plan and shall interpret and construe the Plan and reconcile any
inconsistency or supply any omitted detail in a manner consistent with the
general terms of the Plan and applicable law.

                  Section 9.3. Costs. All costs of administration of the Plan
shall be paid by the Company; provided, however, that any brokerage commissions,
service charges or applicable taxes incurred in connection with open market
purchases and sales of shares of Common Stock made under the Plan shall be borne
by the Participants.


                                       16
<PAGE>

                  Section 9.4. Termination of a Participant. If a Participant
does not have at least one whole Account Share or own or hold any other
Reinvestment Eligible Securities, the Participant's participation in the Plan
may be terminated by the Company, in its sole discretion, after written notice
is mailed to such Participant at his address of record. Additionally, the
Company, in its sole discretion, may terminate any Participant's participation
in the Plan after written notice mailed in advance to such Participant at his
address of record. Upon such termination, the Account of such Participant shall
be treated as if he had elected to terminate his participation in the Plan
pursuant to Section 7.3 hereof, except that any fraction of a share of Common
Stock shall be valued as of the trading date immediately preceding the date on
which such Participant's participation is terminated.

                  Section 9.5. Interpretation of Plan. With respect to any
matter relating to the Plan, including, without limitation, the timing and
pricing of purchases and sales of Common Stock for Participants, the written
provisions of the Plan as set forth herein shall be controlling. None of the
Company, the Administrator or any Independent Agent shall be liable for a
Participant's reliance on any oral statement that is inconsistent with the
written provisions of the Plan as set forth herein.

                                   ARTICLE X

                           Administration of the Plan

                  Section 10.1. Selection of an Administrator. The Administrator
shall be appointed by the Company. The Administrator's appointment to serve as
such may be revoked by the Company at any time. The Administrator may resign at
any time upon reasonable notice to the Company. In the event that no
Administrator is appointed, the Company shall be deemed to be the Administrator
for purposes of the Plan. The Company shall be the initial Administrator.

                  Section 10.2. Compensation. The officers of the Company shall
make such arrangements regarding compensation, reimbursement of expenses and
indemnification of the Administrator and any Independent Agent as they from time
to time deem reasonable and appropriate.

                  Section 10.3. Authority and Duties of Administrator. The
Administrator shall have the authority to undertake any act necessary to fulfill
its duties as set forth in the various provisions of the Plan. Upon receipt, the
Administrator shall deposit all Dividends, Interest, optional cash investments
and initial cash investments in the Trust Account. The Administrator shall
maintain appropriate records of the Accounts of Participants and the Fractional
Share Account.

                  Section 10.4. Liability of the Company, the Administrator and
Any Independent Agent. The Company, the Administrator and any Independent Agent
shall not be liable for any act done in good faith, or for the good faith
omission to act in administering or performing their duties with respect to the
Plan, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's Account upon such Participant's death prior
to receipt of notice in writing of such death, or with respect to the prices at
which shares are purchased or sold


                                       17
<PAGE>

for a Participant's Account and the times when such purchases and sales are
made, or with respect to any loss or fluctuation in the market value after the
purchase or sale of such shares.

                  Section 10.5. Records and Reports. The Administrator shall
keep appropriate records concerning the Plan, Accounts of Participants,
purchases and sales of Common Stock made under the Plan and Participants'
addresses of record and shall send Statements of Account and confirmations to
each Participant in accordance with the provisions of Section 7.6 hereof.

                  Section 10.6. Selection of Independent Agent. Any Independent
Agent serving in such capacity pursuant to the Plan shall be selected by the
Company, and the Administrator and the Company, or either of them, shall,
subject to the provisions of Section 3.3 hereof, make such arrangements and
enter into such agreements with the Independent Agent in connection with the
activities contemplated by the Plan as the Administrator and the Company, or
either of them, deem reasonable and appropriate.

                  Section 10.7. Source of Shares of Common Stock. The Company
shall not change the source of shares of Common Stock purchased by Participants
in the Plan (i.e., either (i) newly issued shares of Common Stock or shares of
Common Stock held in the Company's treasury purchased from the Company or (ii)
shares of Common Stock purchased in the open market) more than once in any
three-month period. At any time that the source of shares of Common Stock
purchased in the Plan are shares purchased in the open market, the Company shall
not exercise its right to change the source of shares absent a determination by
the Company's Board of Directors or Finance Committee of the Board of Directors
that the Company has a need to raise additional capital or there is another
compelling reason for a change.

                                   ARTICLE XI

                                 Trust Agreement

                  Section 11.1. Continuation of Trust Account. The Company has
previously created with the Trustee a trust consisting of all Dividends,
Interest, optional cash investments and initial cash investments deposited by
the Administrator in that certain non-interest bearing trust account (together
with all Dividends, Interest, optional cash investments and initial cash
investments deposited therein from time to time, the "Trust Account")
established by the Company at JPMorgan Chase Bank Texas, account no.
0010-091-2428, or such other non-interest bearing accounts as the Company may
establish from time to time hereunder with any commercial bank organized under
the laws of the United States or any state, which commercial bank must have
assets in excess of $500,000,000. The Trust Account is hereby continued.

                  Section 11.2. Acceptance of Trust. This provision is no longer
applicable.

                  Section 11.3. Successor Trustees. The person serving at any
particular time as the Chief Financial Officer of the Company shall be the
trustee of the trust hereunder. Therefore, if any person who is serving as
trustee for any reason ceases to serve as Chief Financial Officer of the
Company, that person shall also be deemed to have ceased to serve as trustee
hereunder, and the successor Chief Financial Officer of the Company shall be the
trustee hereunder. If the


                                       18
<PAGE>


situation arises, under the preceding part of this Section 11.3 or otherwise, in
which no trustee is either serving or designated to serve hereunder, a trustee
of the trust shall be appointed by the Company in accordance with Section 11.4
or, if the Company fails to appoint a successor within sixty (60) days of
receiving notification that a vacancy has occurred, a trustee for the trust
shall be appointed in accordance with applicable law.

                  Section 11.4. Method of Appointment by Company. The
appointment of a successor trustee hereunder by the Company shall be
accomplished by (i) an instrument in writing appointing such successor trustee,
executed by the Company, together with a certified copy of resolutions of the
Board of Directors of the Company to such effect and (ii) an acceptance in
writing of the office of successor trustee hereunder executed by the successor
so appointed. The Company shall send notice of such appointment to the
Administrator. Any successor trustee hereunder may be either a corporation
authorized and empowered to exercise trust powers or one or more individuals.

                  Section 11.5. Removal of Trustee. Any person or entity serving
as trustee may be removed as such by the Company at any time, with or without
cause, effective sixty (60) days after delivery of written notice to the
trustee, but such notice may be waived by the trustee. Such removal shall be
effected by delivering to the trustee a written notice of removal executed by
the Company and by giving notice to the trustee of the appointment of a
successor trustee in the manner set forth in Section 11.4.

                  Section 11.6. Resignation of Trustee. Any person or entity
serving as trustee may resign as such, effective sixty (60) days after delivery
of notice thereof in writing to the Company.

                  Section 11.7. Trustee Defined. As used or applied below in
this Article XI, the term "Trustee" refers collectively to the one or ones at
any particular time serving as the trustee or trustees of the trust. The neuter
gender is used in referring to that term.

                  Section 11.8. General Duties of the Company. The Company shall
provide the Trustee with a true and correct copy of the Plan and true and
correct copies of any amendments to the Plan promptly upon their adoption and
shall certify to the Trustee the names and specimen signatures of any person who
shall have authority to control and manage the operation and administration of
the Plan on behalf of the Administrator.

                  Section 11.9. General Duties and Powers of the Trustee. No
bond or other security shall ever be required of the Trustee.

                  The Trustee shall keep accurate and detailed records of
receipts and disbursements and other transactions affecting the Trust Account,
and shall make disbursements from the Trust Account at such times, to such
persons (including the Administrator) and in such amounts as the Administrator
shall direct in writing. All such disbursements shall comply with the provisions
of the Plan and no disbursement shall be made which would cause any property in
the Trust Account to be used or diverted for purposes not consistent with the
provisions of the Plan.


                                       19
<PAGE>

                  The Trustee shall, in the Trustee's sole and absolute
discretion, perform such other acts as the Trustee may deem necessary or proper
for the protection of the Trust Account and, except to the extent inconsistent
with the provisions of the Plan, may exercise all such further rights and powers
as may be granted to trustees generally under the Texas Trust Code.

                  Section 11.10. Liability of Trustee. The Trustee shall use
ordinary care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims. The Trustee shall not be liable or responsible for any loss
sustained by the Trust Account by reason of the insolvency of the financial
institution holding such account or for acting without question on the direction
of, or failing to act in the absence of any direction from, the Administrator or
any person with authority to act on behalf of the Administrator, unless the
Trustee knows that by such action or failure to act he or she will be in breach
of his or her fiduciary duty. The Trustee shall not be responsible in any
respect for the administration of the Plan.

                  The duties and obligations of the Trustee hereunder shall be
governed solely by the terms of this Article XI, and no implied covenants or
obligations shall be read into this Article XI against the Trustee.

                  Section 11.11. Transfer of Trust Account to Successor. Upon
resignation or removal, the Trustee shall transfer and deliver control over the
Trust Account and all records relating to the Trust Account to the successor
trustee of the trust. All of the provisions set forth herein with respect to the
Trustee shall relate to each successor trustee hereunder with the same force and
effect as if such successor trustee had been originally named herein as the
Trustee hereunder.

                  Section 11.12. Trustee's Compensation. The officers of the
Company shall make such arrangements regarding compensation, reimbursement of
expenses and indemnification of the Trustee as they from time to time deem
reasonable and appropriate.

                                  ARTICLE XII

                            Miscellaneous Provisions

                  Section 12.1. Controlling Law. This Plan shall be construed,
regulated and administered under the laws of the State of Texas.

                  Section 12.2. Acceptance of Terms and Conditions of Plan by
Participants. Each Participant, by completing an Enrollment Form and as a
condition of participation herein, for himself, his heirs, executors,
administrators, legal representatives and assigns, approves and agrees to be
bound by the provisions of this Plan and any subsequent amendments hereto, and
all actions of the Company and the Administrator hereunder.


                                       20
<PAGE>


                  IN WITNESS WHEREOF, CENTERPOINT ENERGY, INC. has amended and
restated the ICP in the form of this CenterPoint Energy, Inc. Second Amended and
Restated Investor's Choice Plan and has executed this Plan and continued the
trust contemplated herein as evidenced by the signature affixed hereto of its
Executive Vice President and Chief Financial Officer, Gary L. Whitlock, and Gary
L. Whitlock, individually as Trustee, has evidenced his acceptance of the trust
contemplated herein and has agreed to the terms of the trust as evidenced by his
signature affixed hereto, effective as of September 1, 2004.

                                           CENTERPOINT ENERGY, INC.



                                           By: /s/ Gary L. Whitlock
                                              ----------------------------------
                                              Name:  Gary L. Whitlock
                                              Title: Executive Vice President
                                                     and Chief Financial Officer




                                           TRUSTEE:


                                           /s/ Gary L. Whitlock
                                           -------------------------------------
                                           Gary L. Whitlock, Trustee


                                       21