<PAGE>

                                                                   EXHIBIT 4.5.4

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into this 19th day of May, 2003 among CenterPoint Energy, Inc., a Texas
corporation (the "Company"), Citigroup Global Markets Inc, Banc of America
Securities LLC and J.P. Morgan Securities Inc., as representatives (the
"Representatives") of the initial purchasers (the "Initial Purchasers") listed
on Schedule I to the Purchase Agreement (defined below).

         This Agreement is made pursuant to the Purchase Agreement dated May 13,
2003, among the Company and the Representatives on behalf of the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Company to the Initial Purchasers of an aggregate of $500,000,000 principal
amount of the Company's 3.75% Convertible Senior Notes due 2023 (the " Firm
Notes") and the granting by the Company to the Initial Purchasers of the option
to purchase $75,000,000 additional principal amount of such Convertible Senior
Notes (the "Option Notes" and, together with the Firm Notes, the "Notes"). The
Notes are convertible into shares of Common Stock, par value $0.01 per share of
the Company at the initial conversion price set forth in the Offering Memorandum
dated May 13, 2003, subject to adjustment in accordance with the Indenture (as
defined below). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide to the Initial Purchasers
and their direct and indirect transferees the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1.       Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

                  "Applicable Conversion Price" shall mean, as of any date of
determination, $1,000 principal amount of Notes as of such date of determination
divided by the Conversion Rate in effect as of such date of determination or, if
no Notes are then outstanding, the Conversion Rate that would be in effect were
Notes then outstanding.

                  "Additional Amounts" shall have the meaning set forth in
Section 2.4(A) hereof.

                  "Additional Amounts Payment Date" shall have the meaning set
forth in Section 2.4(B) hereof.

<PAGE>

                  "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in The City
of New York are authorized or obligated by law or executive order to close.

                  "Closing Date" shall mean the later of (a) the date on which
the Firm Notes are issued and (b) the date on which the Option Notes are issued.

                  "Company" shall have the meaning set forth in the preamble and
shall also include the Company's successors.

                  "Conversion Rate" shall have the meaning assigned to such term
in the Indenture.

                  "Depositary" shall mean The Depository Trust Company, or any
other depositary for the Securities appointed by the Company; provided, however,
that such depositary must have an address in the Borough of Manhattan, in the
City of New York.

                  "Firm Closing Date" shall mean the date on which the Firm
Notes are issued.

                  "Firm Notes" shall have the meaning set forth in the preamble.

                  "Holder" shall mean an Initial Purchaser, for so long as it
owns any Registrable Securities, and each of its successors, assigns and direct
and indirect transferees who become owners of Registrable Securities.

                  "Indenture" shall mean the Indenture, dated as of May 19, 2003
between the Company and JPMorgan Chase Bank, as trustee, as supplemented by a
Supplemental Indenture No. 1, dated as of May 19, 2003, as the same may be
amended, supplemented, waived or otherwise modified from time to time in
accordance with the terms thereof.

                  "Initial Purchaser" or "Initial Purchasers" shall have the
meaning set forth in the preamble.

                  "Majority Holders" shall mean, on any date, Holders of a
majority of the outstanding Shares constituting Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company and other obligors on the Securities or any Affiliate (as defined in the
Indenture) of the Company or other obligor shall be disregarded in determining
whether such consent or approval was given by the Holders of such required
percentage amount. For the purposes of this definition, Holders of Notes
constituting Registrable Securities shall be deemed to be Holders of the number
of Shares into which such Notes are or would be convertible as of such date.

                  "NASD" shall mean the National Association of Securities
Dealers Inc.

                  "Notes" shall have the meaning set forth in the preamble.

                  "Notice and Questionnaire" shall mean a written notice
delivered to the Company substantially in the form attached as Appendix I to the
Offering Memorandum.

                                       2

<PAGE>

                  "Notice Holder" shall mean, on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                  "Option Notes" shall have the meaning set forth in the
preamble.

                  "Person" shall mean any individual, corporation, partnership,
joint venture, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in Shelf
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement,
and by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble.

                  "Registrable Securities" shall mean the Securities; provided,
however, that Securities shall cease to be Registrable Securities when (i) a
Shelf Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Shelf Registration Statement, (ii) such Securities
have been sold to the public pursuant to Rule 144 under the 1933 Act or may be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, or (iii) such Securities shall have ceased to be
outstanding.

                  "Registration Default" shall have the meaning set forth in
Section 2.4(A) hereof.

                  "Registration Expenses" shall mean any and all expenses
incident to performance of or compliance by the Company with this Agreement,
including, without limitation: (i) all SEC, stock exchange or NASD registration
and filing fees, including, if applicable, the reasonable fees and expenses of
any "qualified independent underwriter" (and its counsel) that is required to be
retained by any Holder of Registrable Securities in accordance with the rules
and regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the
rules of the NASD (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Registrable Securities and any filings with the NASD), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Shelf Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all fees and expenses incurred in connection with the
listing, if any, of any of the Registrable Securities on any securities exchange
or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance, (vii) the fees and
expenses of the Trustee, and any escrow agent or custodian, (viii) the
reasonable fees and disbursements of one firm, at any one time, of legal counsel
selected by

                                       3

<PAGE>

the Representatives or the Majority Holders to represent the Holders of
Registrable Securities and (ix) any reasonable fees and disbursements of the
underwriters customarily required to be paid by issuers or sellers of securities
and the fees and expenses of any special experts retained by the Company in
connection with any Shelf Registration Statement, but excluding underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.

                  "SEC" shall mean the United States Securities and Exchange
Commission or any successor agency or governmental body performing the functions
currently performed by the United States Securities and Exchange Commission.

                  "Securities" shall mean collectively the Notes and the Shares.

                  "Shares" shall mean the shares of common stock of the Company,
par value $0.01 per share, into which the Notes are convertible or that have
been issued upon any conversion of the Notes into common stock of the Company.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 2.1 hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 2.1
of this Agreement which covers all of the Registrable Securities on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "TIA" shall mean the Trust Indenture Act of 1939, as amended.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

         2.       Registration Under the 1933 Act.

                  2.1      Shelf Registration.

                  (A)      The Company agrees to file under the 1933 Act as
         promptly as practicable but in any event within 180 days after the Firm
         Closing Date a Shelf Registration Statement providing for the
         registration of, and the sale on a continuous or delayed basis by the
         Holders of, all of the Registrable Securities, pursuant to Rule 415
         under the 1933 Act or any similar rule that may be adopted by the SEC.
         The Company agrees to use its reasonable commercial efforts to cause
         the Shelf Registration Statement to become or be declared effective
         within 270 days after the Firm Closing Date and to keep such Shelf
         Registration Statement continuously effective until the earliest of (i)
         the date on which all Registrable Securities covered by the Shelf
         Registration Statement have been sold pursuant to such Shelf
         Registration Statement, (ii) the date on which all Registrable
         Securities have been sold pursuant to Rule 144 under the 1933 Act,
         (iii) such time as there are no longer any Registrable Securities
         outstanding, and (iv) the second anniversary of the Closing Date (plus,
         in each case, the number of days in any

                                       4

<PAGE>

         Suspension Period); provided, however, that the Company shall not be
         obligated to keep the Shelf Registration Statement effective or to
         permit the use of any Prospectus forming a part of the Shelf
         Registration Statement if (i) the Company determines, in its reasonable
         judgment, upon advice of counsel that the continued effectiveness and
         use of the Shelf Registration Statement would (x) require the
         disclosure of material information which the Company has a bona fide
         business reason for preserving as confidential or (y) interfere with
         any financing, acquisition, corporate reorganization or other material
         transaction involving the Company or any of its subsidiaries; and
         provided, further, that the failure to keep the Shelf Registration
         Statement effective and usable for offers and sales of Registrable
         Securities for such reasons shall last no longer than 45 consecutive
         calendar days or no more than an aggregate of 90 calendar days during
         any consecutive twelve-month period (whereafter a Registration Default,
         as hereinafter defined, shall occur and Additional Amounts shall accrue
         as set forth in Section 2.4(A)(v) hereof) and (ii) the Company promptly
         thereafter complies with the requirements of Section 3(K) hereof, if
         applicable; any such period during which the Company is excused from
         keeping the Shelf Registration Statement effective and usable for
         offers and sales of Registrable Securities is referred to herein as a
         "Suspension Period"; a Suspension Period shall commence on and include
         the date that the Company gives notice to the Holders that the Shelf
         Registration Statement is no longer effective or the Prospectus
         included therein is no longer usable for offers and sales of
         Registrable Securities as a result of the application of the proviso of
         the foregoing sentence, stating the reason therefor, and shall end on
         the earlier to occur of the date on which each seller of Registrable
         Securities covered by the Shelf Registration Statement either receives
         the copies of the supplemented or amended Prospectus or is advised in
         writing by the Company that use of the Prospectus may be resumed.

                  (B)      Each Holder of Registrable Securities agrees that if
         such Holder wishes to sell Registrable Securities pursuant to the Shelf
         Registration Statement and related Prospectus, it will do so only in
         accordance with this Section 2.1(B) and the last paragraph of Section
         3. To be named a selling holder in the Shelf Registration Statement
         when it first becomes effective, Holders must deliver a Notice and
         Questionnaire to the Company at least five (5) Business Days prior to
         the effectiveness of the Shelf Registration Statement. From and after
         the date the Shelf Registration Statement is declared effective, the
         Company shall, as promptly as is practicable after the date a Notice
         and Questionnaire is delivered, and in any event within five (5)
         Business Days after such date, (i) if required by applicable law, file
         with the SEC a post-effective amendment to the Shelf Registration
         Statement or prepare and, if required by applicable law, file a
         supplement to the related Prospectus or an amendment or supplement to
         any document incorporated therein by reference or file any other
         required document so that the Holder delivering such Notice and
         Questionnaire is named as a selling holder in the Shelf Registration
         Statement and the related Prospectus and so that such Holder is
         permitted to deliver such Prospectus to purchasers of the Registrable
         Securities in accordance with applicable law and, if the Company shall
         file a post-effective amendment to the Shelf Registration Statement,
         use commercially reasonable efforts to cause such post-effective
         amendment to be declared effective under the Act as promptly as is
         practicable; (ii) provide such Holder copies of any documents filed
         pursuant to Section 2.1(B)(i) hereof; and (iii) notify such Holder as
         promptly as practicable after the

                                       5

<PAGE>

         effectiveness under the Act of any post-effective amendment filed
         pursuant to Section 2.1(B)(i) hereof; provided, that if such Notice and
         Questionnaire is delivered during a Suspension Period, the Company
         shall so inform the Holder delivering such Notice and Questionnaire and
         shall take the actions set forth in clauses (i), (ii) and (iii) above
         upon expiration of the Suspension Period. Notwithstanding anything
         contained herein to the contrary, the Company shall be under no
         obligation to name any Holder that is not a Notice Holder as a selling
         holder in the Shelf Registration Statement or related Prospectus;
         provided, however, that any Holder that becomes a Notice Holder
         pursuant to the provisions of this Section 2.1(B) (whether or not such
         Holder was a Notice Holder at the time the Shelf Registration Statement
         was declared effective) shall be named as a selling holder in the Shelf
         Registration Statement or related Prospectus in accordance with the
         requirements of this Section 2.1(B).

                  (C)      The Company shall not permit any securities other
         than Registrable Securities to be included in the Shelf Registration
         Statement. The Company further agrees, if necessary, to supplement or
         amend the Shelf Registration Statement, as required by Section 3(B)
         below, and to furnish to the Holders of Registrable Securities copies
         of any such supplement or amendment promptly after its being used or
         filed with the SEC.

                  2.2      Expenses. The Company shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1 hereof and
the performance of its obligations under Sections 2.1 and 3 hereof. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

                  2.3      Effectiveness.

                  (A)      The Company will be deemed not to have used its
         reasonable commercial efforts to cause the Shelf Registration Statement
         to become, or to remain, effective during the requisite period if the
         Company voluntarily takes any action that would, or omits to take any
         action (other than any action specifically permitted by Section 2.1(A)
         hereof) which omission would, result in any such Shelf Registration
         Statement not being declared effective or in the Holders of Registrable
         Securities covered thereby not being able to offer and sell such
         Registrable Securities during that period as and to the extent
         contemplated hereby, unless such action is required by applicable law.

                  (B)      A Shelf Registration Statement pursuant to Section
         2.1 hereof will not be deemed to have become effective unless it has
         been declared effective by the SEC; provided, however, that if, after
         it has been declared effective, the offering of Registrable Securities
         pursuant to a Shelf Registration Statement is interfered with by any
         stop order, injunction or other order or requirement of the SEC or any
         other governmental agency or court, such Shelf Registration Statement
         will be deemed not to have become effective during the period of such
         interference, until the offering of Registrable Securities pursuant to
         such Shelf Registration Statement may legally resume.

                  2.4      Interest.

                                       6

<PAGE>

                  (A)      If any of the following events (any such event a
         "Registration Default") shall occur, then additional amounts (the
         "Additional Amounts") shall become payable to Holders in respect of the
         Securities as follows:

                           (i)      if the Shelf Registration Statement is not
                  filed with the SEC within 180 days following the Firm Closing
                  Date, then commencing on the 181st day after the Firm Closing
                  Date, Additional Amounts shall accrue on the principal amount
                  of the outstanding Notes that are Registrable Securities and
                  on the Applicable Conversion Price of any outstanding Shares
                  that are Registrable Securities at a rate of 0.25% per annum
                  for the first 90 days following such 181st day and at a rate
                  of 0.50% per annum thereafter; or

                           (ii)     if the Shelf Registration Statement is not
                  declared effective by the SEC within 270 days following the
                  Firm Closing Date, then commencing on the 271st day after the
                  Firm Closing Date, Additional Amounts shall accrue on the
                  principal amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Registrable Securities at a rate
                  of 0.25% per annum for the first 90 days following such 271st
                  day and at a rate of 0.50% per annum thereafter; or

                           (iii)    if the Company has failed to perform its
                  obligations set forth in Section 2.1(B) hereof within the time
                  periods required therein, then commencing on the first day
                  after the date by which the Company was required to perform
                  such obligations, Additional Amounts shall accrue on the
                  principal amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Registrable Securities at a rate
                  of 0.25% per annum for the first 90 days and at a rate of
                  0.50% per annum thereafter;

                           (iv)     if the Shelf Registration Statement has been
                  declared effective but such Shelf Registration Statement
                  ceases to be effective at any time (other than as specifically
                  permitted in Section 2.1(A) hereof) without being succeeded
                  within 30 days by an amendment thereto or an additional
                  registration statement filed and declared effective, then
                  commencing on the day such Shelf Registration Statement ceases
                  to be effective, Additional Amounts shall accrue on the
                  principal amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Registrable Securities at a rate
                  of 0.25% per annum for the first 90 days following such date
                  on which the Shelf Registration Statement ceases to be
                  effective and at a rate of 0.50% per annum thereafter; or

                           (v)      if the aggregate duration of Suspension
                  Periods in any period exceeds the number of days permitted in
                  respect of such period pursuant to Section 2.1(A) hereof, then
                  commencing on the day the aggregate duration of Suspension
                  Periods in any period exceeds the number of days permitted in
                  respect of such period, Additional Amounts shall accrue on the
                  principal amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable

                                       7

<PAGE>

                  Conversion Price of any outstanding Shares that are
                  Registrable Securities at a rate of 0.25% per annum for the
                  first 90 days and at a rate of 0.50% per annum thereafter;

         provided, however, that the Additional Amounts on the Securities shall
         not exceed in the aggregate 0.50% per annum and shall not be payable
         under more than one clause above for any given period of time, except
         that if Additional Amounts would be payable under more than one clause
         above, but at a rate of 0.25% per annum under one clause and at a rate
         of 0.50% per annum under the other, then the Additional Amounts rate
         shall be the higher rate of 0.50% per annum; provided, further,
         however, that (1) upon the filing of the Shelf Registration Statement
         (in the case of clause (i) above), (2) upon the effectiveness of the
         Shelf Registration Statement (in the case of clause (ii) above), (3)
         upon the Company's performing its obligations set forth in Section
         2.1(B) hereof (in the case of clause (iii) above), (4) upon the
         effectiveness of the Shelf Registration Statement which had ceased to
         remain effective (in the case of clause (iv) above), or (5) upon the
         termination of the Suspension Period that caused the limit on the
         aggregate duration of Suspension Periods in a period set forth in
         Section 2.1(A) to be exceeded (in the case of clause (v) above),
         Additional Amounts on the Securities as a result of such clause, as the
         case may be, shall cease to accrue.

                  (B)      Additional Amounts on the Securities, if any, will be
         payable in cash on May 15 and November 15 of each year (the "Additional
         Amounts Payment Date") to holders of record of outstanding Registrable
         Securities on each preceding May 1 and November 1, respectively. The
         date of determination of the Applicable Conversion Price of any
         outstanding Shares that are Registrable Securities shall be the
         Business Day immediately preceding the Additional Amounts Payment Date;
         provided that in the case of an event of the type described in Section
         2.4(A) (iii) above, such Additional Amounts shall be paid only to the
         Holders that have delivered Notice and Questionnaires that caused the
         Company to incur the obligations set forth in Section 2.1(B), the
         non-performance of which is the basis of such Registration Default;
         provided, further, that any Additional Amounts accrued with respect to
         any Notes or portion thereof called for redemption on a redemption date
         or purchased on a purchase date or converted into Shares on a
         conversion date prior to the Registration Default shall, in any such
         event, be paid instead to the Holder who submitted such Notes or
         portion thereof for redemption, purchase or conversion on the
         applicable redemption date, purchase date or conversion date, as the
         case may be, on such date (or promptly following the conversion date,
         in the case of conversion), and shall continue to accrue on the Shares
         issuable upon conversion of any Notes to the extent any Registration
         Default has not yet been cured. Following the cure of all Registration
         Defaults requiring the payment of Additional Amounts by the Company to
         the Holders of Registrable Securities pursuant to Section 2.4A, the
         accrual of Additional Amounts will cease without in any way limiting
         the effect of any subsequent Registration Default requiring the payment
         of Additional Amounts by the Company.

         The Trustee shall be entitled, on behalf of Holders of Securities, to
seek any available remedy for the enforcement of this Agreement, including for
the payment of any Additional Amounts. Notwithstanding the foregoing, the
parties agree that the sole monetary damages

                                       8

<PAGE>
payable for a violation of the terms of this Agreement with respect to which
Additional Amounts are expressly provided shall be as set forth in this Section
2.4 in addition to any remedies available to the Holders of the Securities under
the Indenture. Nothing shall preclude a Notice Holder or Holder of Registrable
Securities from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement.

         3.       Registration Procedures. In connection with the obligations of
the Company with respect to Shelf Registration Statements pursuant to
Section 2.1 hereof, the Company shall:

                  (A)      prepare and file with the SEC a Shelf Registration
         Statement, within the relevant time period specified in Section 2, on
         the appropriate form under the 1933 Act, which form shall (i) be
         selected by the Company, (ii) be available for the sale of the
         Registrable Securities by the selling Holders thereof and (iii) comply
         as to form in all material respects with the requirements of the
         applicable form and include or incorporate by reference all financial
         statements required by the SEC to be filed therewith or incorporated by
         reference therein, and use its reasonable commercial efforts to cause
         such Shelf Registration Statement to become effective and remain
         effective in accordance with Section 2 hereof;

                  (B)      use reasonable commercial efforts to cause (i) any
         Shelf Registration Statement and any amendment thereto, when it becomes
         effective, not to contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading and (ii)
         subject to Section 2.1(C), any Prospectus forming part of any Shelf
         Registration Statement, and any supplement to such Prospectus (as
         amended or supplemented from time to time), not to include an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (C)      prepare and file with the SEC such amendments and
         post-effective amendments to the Shelf Registration Statement as may be
         necessary under applicable law to keep such Shelf Registration
         Statement effective for the applicable period; and cause each
         Prospectus to be supplemented by any required prospectus supplement,
         and as so supplemented to be filed pursuant to Rule 424 (or any similar
         provision then in force) under the 1933 Act and comply with the
         provisions of the 1933 Act, the 1934 Act and the rules and regulations
         thereunder applicable to them with respect to the disposition of all
         securities covered by the Shelf Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution reasonably requested by the selling Holders thereof;

                  (D)      (i) notify each Holder of Registrable Securities, at
         least fifteen (15) calendar days prior to filing, that a Shelf
         Registration Statement with respect to the Registrable Securities is
         being filed and advising such Holders that the distribution of
         Registrable Securities will be made in accordance with the methods
         reasonably requested by the Majority Holders participating in the Shelf
         Registration and as set forth in the Notices and Questionnaires, (ii)
         furnish to each Holder of Registrable Securities and to each
         underwriter of an underwritten offering of Registrable Securities, if
         any, without

                                       9

<PAGE>
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus, and any amendment or supplement thereto, and such other
         documents as such Holder or underwriter may reasonably request,
         including financial statements and schedules and, if the Holder so
         requests, all exhibits in order to facilitate the public sale or other
         disposition of the Registrable Securities and (iii) hereby consent to
         the use of the Prospectus or any amendment or supplement thereto by
         each of the selling Holders of Registrable Securities in connection
         with the offering and sale of the Registrable Securities covered by the
         Prospectus or any amendment or supplement thereto, save and except
         during any Suspension Period;

                  (E)      use its reasonable commercial efforts to register or
         qualify the Registrable Securities under such state securities or blue
         sky laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Shelf Registration Statement and each underwriter of an
         underwritten offering of Registrable Securities shall reasonably
         request by the time such Shelf Registration Statement is declared
         effective by the SEC, and do any and all other acts and things which
         may be reasonably necessary or advisable to enable each such Holder and
         underwriter to consummate the disposition in each such jurisdiction of
         such Registrable Securities owned by such Holder; provided, however,
         that the Company shall not be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(E) or
         (ii) take any action which would subject it to general service of
         process or taxation in any such jurisdiction where it is not then so
         subject;

                  (F)      notify promptly each Holder of Registrable Securities
         under a Shelf Registration and, if requested by such Holder, confirm
         such advice in writing promptly (i) when such Shelf Registration
         Statement has become effective and when any post-effective amendments
         and supplements thereto become effective, (ii) of any request by the
         SEC or any state securities authority for post-effective amendments and
         supplements to such Shelf Registration Statement and Prospectus or for
         additional information after such Shelf Registration Statement has
         become effective, (iii) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         such Shelf Registration Statement or the initiation of any proceedings
         for that purpose, (iv) if, between the effective date of the Shelf
         Registration Statement and the closing of any sale of Registrable
         Securities covered thereby, the representations and warranties of the
         Company contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects, (v) of the
         happening of any event or the discovery of any facts during the period
         the Shelf Registration Statement is effective which makes any statement
         made in such Shelf Registration Statement or the related Prospectus
         untrue in any material respect or which requires the making of any
         changes in such Shelf Registration Statement or Prospectus in order to
         make the statements therein not misleading, (vi) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Registrable Securities, as the case may be, for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose and (vii) of any determination by the
         Company that a post-effective amendment to the Shelf Registration
         Statement would be appropriate;

                                       10

<PAGE>
                  (G)      furnish counsel for the Holders of Registrable
         Securities, copies of any comment letters received from the SEC or any
         other request by the SEC or any state securities authority for
         amendments or supplements to a Shelf Registration Statement and
         Prospectus or for additional information;

                  (H)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of the Shelf Registration
         Statement as soon as practicable and provide prompt notice to legal
         counsel for the Holders of the withdrawal of any such order;

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

                  (J)      cooperate with the selling Holders of Registrable
         Securities to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be sold to the
         extent not held with the Depositary through Cede & Co., to remove any
         restrictive legends, and enable such Registrable Securities to be in
         such denominations (consistent with the provisions of the Indenture)
         and registered in such names as the selling Holders or the
         underwriters, if any, may reasonably request at least three Business
         Days prior to the closing of any sale of Registrable Securities;

                  (K)      upon the occurrence of any event or the discovery of
         any facts, each as contemplated by Sections 3(F)(ii), (iii), (v), (vi)
         and (vii) hereof and subject to the provisions of the first paragraph
         immediately following Section 3(T) hereof, as promptly as practicable
         after the occurrence of such an event, use its reasonable commercial
         efforts to prepare a supplement or post-effective amendment to the
         Shelf Registration Statement or the related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities, such Prospectus will not contain at the time of such
         delivery any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading. At such time
         as such public disclosure is otherwise made or the Company determines
         that such disclosure is not necessary, in each case to correct any
         misstatement of a material fact or to include any omitted material
         fact, the Company agrees promptly to notify each Holder of such
         determination and to furnish each Holder such number of copies of the
         Prospectus as amended or supplemented, as such Holder may reasonably
         request;

                  (L)      obtain a CUSIP number for all Registrable Securities
         covered by the Shelf Registration Statement not later than the
         effective date of such Shelf Registration Statement, and provide the
         Trustee for the Notes and the transfer agent for the Shares with
         printed certificates for the Registrable Securities that are in a form
         eligible for deposit with the Depositary;

                                       11

<PAGE>
                  (M)      unless the Indenture, as its relates to the
         Registrable Securities has already been so qualified, use its
         reasonable commercial efforts to (i) cause the Indenture to be
         qualified under the TIA in connection with the registration of the
         Registrable Securities, as the case may be, (ii) cooperate with the
         Trustee and the Holders to effect such changes to the Indenture as may
         be required for the Indenture to be so qualified in accordance with the
         terms of the TIA and (iii) execute, and use its reasonable commercial
         efforts to cause the Trustee to execute, all documents as may be
         required to effect such changes, and all other forms and documents
         required to be filed with the SEC to enable the Indenture to be so
         qualified in a timely manner;

                  (N)      enter into agreements (including underwriting
         agreements) and take all other customary and appropriate actions in
         order to expedite or facilitate the disposition of such Registrable
         Securities and in such connection whether or not an underwriting
         agreement is entered into and whether or not the registration is an
         underwritten registration:

                           (i)      make such representations and warranties to
                  the Holders of such Registrable Securities and the
                  underwriters, if any, in form, substance and scope as has been
                  customarily made by the Company to underwriters in similar
                  offerings of securities of the Company;

                           (ii)     obtain opinions of counsel of the Company
                  and updates thereof (which counsel and opinions (in form,
                  scope and substance) shall be reasonably satisfactory to the
                  managing underwriters, if any, and the Majority Holders of the
                  Registrable Securities being sold) addressed to each selling
                  Holder and the underwriters, if any, covering the matters
                  customarily covered in opinions requested in sales of
                  securities or underwritten offerings of the Company;

                           (iii)    obtain "cold comfort" letters and updates
                  thereof from the Company's independent certified public
                  accountants (and, if necessary, any other independent
                  certified public accountants of any subsidiary of the Company
                  or of any business acquired by the Company for which financial
                  statements are, or are required to be, included in the Shelf
                  Registration Statement) addressed to the underwriters, if any,
                  and use reasonable efforts to have such letter addressed to
                  the selling Holders of Registrable Securities (to the extent
                  consistent with Statement on Auditing Standards No. 72 of the
                  American Institute of Certified Public Accounts), such letters
                  to be in customary form and covering matters of the type
                  customarily covered in "cold comfort" letters to underwriters
                  in connection with similar underwritten offerings of the
                  Company;

                           (iv)     if an underwriting agreement is entered
                  into, cause the same to set forth indemnification provisions
                  and procedures substantially equivalent to the indemnification
                  provisions and procedures set forth in Section 4 hereof with
                  respect to the underwriters and all other parties to be
                  indemnified pursuant to said Section; and

                                       12

<PAGE>
                           (v)      deliver such documents and certificates as
                  may be reasonably requested and as are customarily delivered
                  in similar offerings to the Majority Holders of the
                  Registrable Securities being sold and the managing
                  underwriters, if any;

         the above shall be done at (x) the effectiveness of such Shelf
         Registration Statement (and each post-effective amendment thereto) and
         (y) each closing under any underwriting or similar agreement as and to
         the extent required thereunder;

                  (O)      in the case of a Shelf Registration, make available
         for inspection by representatives of the Holders of the Registrable
         Securities, any underwriters participating in any disposition pursuant
         to a Shelf Registration Statement, and any counsel or accountant
         retained by any of the foregoing, all financial and other records,
         pertinent corporate documents and properties of the Company reasonably
         requested by any such persons, and cause the respective officers,
         directors, employees and any other agents of the Company to supply all
         information reasonably requested by any such representative,
         underwriter, counsel or accountant in connection with the Shelf
         Registration Statement, and make such representatives of the Company
         available for discussion of such documents as shall be reasonably
         requested by the Initial Purchasers in order to enable such persons to
         conduct a reasonable investigation within the meaning of Section 11 of
         the 1933 Act; provided, however, that such persons shall first agree in
         writing with the Company that any information that is reasonably and in
         good faith designated by the Company in writing as confidential at the
         time of delivery of such information shall be kept confidential by such
         persons, unless (i) disclosure of such information is required by court
         or administrative order or is necessary to respond to inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by law (including any disclosure requirements pursuant to federal
         securities laws in connection with the filing of the Shelf Registration
         Statement or the use of any Prospectus), (iii) such information becomes
         generally available to the public other than as a result of a
         disclosure or failure to safeguard such information by such persons or
         (iv) such information becomes available to such persons from a source
         other than the Company and its subsidiaries and such source is not
         known by such persons to be bound by a confidentiality agreement; and
         provided, further, that the foregoing inspection and information
         gathering shall be coordinated by (x) the managing underwriter in
         connection with any underwritten offering pursuant to a Shelf
         Registration and (y) the Holder or Holders designated by the
         participating Majority Holders in connection with any nonunderwritten
         offering pursuant to a Shelf Registration, together with one counsel
         designated by and on behalf of such persons;

                  (P)      a reasonable time prior to filing any Shelf
         Registration Statement, any Prospectus forming a part thereof, any
         amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Securities, to the Initial Purchasers, to
         counsel for the Holders and to the underwriter or underwriters of an
         underwritten offering of Registrable Securities, if any, make such
         changes in any such document prior to the filing thereof as the Initial
         Purchasers, the counsel to the Holders or the underwriter or
         underwriters reasonably request and not file any such document in a
         form to which the Majority Holders, the Initial Purchasers on behalf of
         the Holders of Registrable Securities, counsel for the Holders of
         Registrable Securities or any underwriter shall not have previously
         been advised and furnished a copy of or to which the Majority Holders,
         the

                                       13

<PAGE>
         Initial Purchasers on behalf of the Holders of Registrable Securities,
         counsel to the Holders of Registrable Securities or any underwriter
         shall reasonably object (which objection shall be made within a
         reasonable period of time), and make the representatives of the Company
         available for discussion of such document as shall be reasonably
         requested by the Holders of Registrable Securities, the Initial
         Purchasers on behalf of such Holders, counsel for the Holders of
         Registrable Securities or any underwriter;

                  (Q)      use its reasonable commercial efforts to (i) confirm
         that the ratings of the Notes will apply to the Notes covered by the
         Shelf Registration Statement, or (ii) if the Notes were not previously
         rated, cause the Notes covered by the Shelf Registration Statement to
         be rated with the appropriate rating agencies, if so requested by the
         Majority Holders of Securities covered by such Shelf Registration
         Statement, or by the managing underwriters, if any;

                  (R)      otherwise comply with all applicable rules and
         regulations of the SEC and make available to its security holders, as
         soon as reasonably practicable, an earnings statement covering at least
         12 months which shall satisfy the provisions of Section 11(a) of the
         1933 Act and Rule 158 thereunder;

                  (S)      use its reasonable commercial efforts to cause the
         Shares to be listed on the New York Stock Exchange; and

                  (T)      cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter and its counsel (including any
         "qualified independent underwriter" that is required to be retained in
         accordance with the rules and regulations of the NASD).

         Each Holder agrees that upon receipt of any notice from the Company of
(a) the happening of any event or the discovery of any facts, each of the kind
described in Sections 3(F)(ii), (iii) or (v) hereof or (b) the Company's
determination, in its reasonable judgment, upon advice of counsel, that the
continued effectiveness and use of the Shelf Registration Statement or the
Prospectus included in the Shelf Registration Statement would (x) require the
disclosure of material information, which the Company has a bona fide business
reason for preserving as confidential, or (y) interfere with any financing,
acquisition, corporate reorganization or other material transaction involving
the Company or any of its subsidiaries, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such Shelf Registration
Statement or Prospectus until the receipt by such Holder of either copies of the
supplemented or amended Prospectus contemplated by Section 3(K) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at its
expense) all copies in its possession of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice, or notice
in writing from the Company that such Holder may resume disposition of
Registrable Securities pursuant to such Shelf Registration Statement or
Prospectus. If the Company shall give any such notice described in clause (a)
above to suspend the disposition of Registrable Securities pursuant to a Shelf
Registration Statement as a result of the happening of any event or the
discovery of

                                       14

<PAGE>

any facts, each of the kind described in Section 3(F)(ii), (iii) or (v) hereof,
the Company shall be deemed to have used its reasonable commercial efforts to
keep such Shelf Registration Statement effective during such Suspension Period;
provided that the Company shall use its reasonable commercial efforts to file
and have declared effective (if an amendment) as soon as practicable an
amendment or supplement to such Shelf Registration Statement. The Company shall
extend the period during which such Shelf Registration Statement shall be
maintained effective or the Prospectus shall be used pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of the notice described in clauses (a) and (b) above to and including the
date when the Holders shall have received copies of the supplemented or amended
Prospectus necessary to resume such dispositions or notification that they may
resume such disposition under an existing Prospectus.

         If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be reasonably acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

         Each Holder agrees, by acquisition of the Registrable Securities, that
such Holder shall not be entitled to sell any of such Registrable Securities
pursuant to the Shelf Registration Statement or to receive a Prospectus related
thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire. Each Notice Holder agrees to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Shelf Registration Statement under
applicable law or pursuant to the SEC's comments. Each Holder further agrees not
to sell any Registrable Securities pursuant to the Shelf Registration Statement
without delivering, or causing to be delivered a Prospectus to the purchaser
thereof.

         4.       Indemnification; Contribution.

         (A)      The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Person who participates as an underwriter (any
such Person being an "Underwriter") and each Person, if any, who controls any
Initial Purchaser, Holder, or Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act (collectively, the "Section 4
Person"), against any losses, claims, damages, liabilities or expenses
(including the reasonable cost of investigating and defending against any claims
therefore and counsel fees incurred in connection therewith as such expenses are
incurred), joint or several, which may be based upon either the 1933 Act, or the
1934 Act, or any other statute or at common law, on the ground or alleged ground
that any Shelf Registration Statement (or any amendment or supplement thereto)
pursuant to which Registrable Securities were registered

                                       15

<PAGE>

under the 1933 Act or any Prospectus included therein (or any amendment or
supplement thereto) included or allegedly included an untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with, written
information furnished to the Company by any such Section 4 Person specifically
for use in the preparation thereof; provided that in no case is the Company to
be liable with respect to any claims made against any Section 4 Person unless
such Section 4 Person shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such Section
4 Person, but failure to notify the Company of any such claim shall not relieve
it from any liability which it may have to such Section 4 Person otherwise than
on account of the indemnity agreement contained in this paragraph; and provided,
further, that the foregoing indemnity with respect to any Prospectus, including
any preliminary prospectus or preliminary prospectus supplement, shall not inure
to the benefit of any Section 4 Person if a copy of the Prospectus (as amended
or supplemented, exclusive of the material incorporated by reference) had not
been sent or given by or on behalf of such Section 4 Person to the Person
asserting any such losses, claims, damages or liabilities concurrently with or
prior to delivery of the written confirmation of the sale of Registrable
Securities, as the case may be, to such Person and the untrue statement or
omission of a material fact contained in any such Prospectus was corrected in
the Prospectus (as amended or supplemented) if the Company had previously
furnished copies thereof to such Section 4 Persons.

         The Company will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if the Company elects to assume the defense,
such defense shall be conducted by counsel chosen by it. In the event that the
Company elects to assume the defense of any such suit and retains such counsel,
each Section 4 Person may retain additional counsel but shall bear the fees and
expenses of such counsel unless (i) the Company shall have specifically
authorized the retaining of such counsel or (ii) the parties to such suit
include the Section 4 Person or Section 4 Persons and such persons have been
advised by such counsel that one or more legal defenses may be available to it
or them which may not be available to the Company, in which case the Company
shall not be entitled to assume the defense of such suit on behalf of such
Section 4 Person, notwithstanding its obligation to bear the reasonable fees and
expenses of such counsel, it being understood, however, that the Company shall
not, in connection with any one such suit or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for all such Section 4 Persons, which firm shall be designated in writing
by the Initial Purchasers. The Company shall not be liable to indemnify any
Person for any settlement of any such claim effected without the Company's prior
written consent. This indemnity agreement will be in addition to any liability,
which the Company might otherwise have.

         (B)      Each Section 4 Person agrees severally and not jointly to
indemnify and hold harmless the Company, each of the Company's directors, each
of the Company's officers who have signed the Shelf Registration Statement and
each person, if any, who controls the Company within the meaning of the 1933 Act
or the 1934 Act, against any losses, claims, damages, liabilities or expenses
(including the reasonable cost of investigating and defending against any

                                       16
<PAGE>

claims therefor and counsel fees incurred in connection therewith as such
expenses are incurred), joint or several, which may be based upon the 1933 Act,
or any other statute or at common law, on the ground or alleged ground that any
Shelf Registration Statement (or any amendment or supplement thereto) pursuant
to which Registrable Securities were registered under the 1933 Act or any
Prospectus included therein (or any amendment or supplement thereto) included or
allegedly included an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon, and in conformity with, written information
furnished to the Company by such Section 4 Person specifically for use in the
preparation thereof; provided that in no case is such Section 4 Person to be
liable with respect to any claims made against the Company or any such director,
officer or controlling person unless the Company or any such director, officer
or controlling person shall have notified such Section 4 Person in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Company
or any such director, officer or controlling person, but failure to notify such
Section 4 Person of any such claim shall not relieve it from any liability which
it may have to the Company or any such director, officer or controlling person
otherwise than on account of the indemnity agreement contained in this
paragraph. Notwithstanding any other provision of this subsection (B), with
respect to any amount due to an indemnified person under this subsection (B),
such Section 4 Person shall not be liable for any amount in excess of the amount
by which the net proceeds received by such Section 4 Person from the sale of
Registrable Securities pursuant to a Shelf Registration Statement exceeds the
amount of damages which such Section 4 Person has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

         Such Section 4 Person will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but, if such Section 4 Person elects to
assume the defense, such defense shall be conducted by counsel chosen by it. In
the event that such Section 4 Person elects to assume the defense of any such
suit and retain such counsel, the Company or such director, officer or
controlling person, defendant or defendants in the suit, may retain additional
counsel but shall bear the fees and expenses of such counsel unless (i) such
Section 4 Person shall have specifically authorized the retaining of such
counsel or (ii) the parties to such suit include the Company or any such
director, officer, or controlling person and such Section 4 Person and the
Company or such director, officer, or controlling person have been advised by
such counsel that one or more legal defenses may be available to it or them
which may not be available to such Section 4 Person, in which case such Section
4 Person shall not be entitled to assume the defense of such suit on behalf of
the Company or such director, officer, or controlling person, notwithstanding
its obligation to bear the reasonable fees and expenses of such counsel, it
being understood, however, that such Section 4 Person shall not, in connection
with any one such suit or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for all of the
Company and any such director, officer or controlling person, which firm shall
be designated in writing by the Company. Such Section 4 Person shall not be
liable to indemnify any person for any settlement of any such claim effected
without such Section 4 Person's prior written

                                       17

<PAGE>

consent. This indemnity agreement will be in addition to any liability which
such Section 4 Person might otherwise have.

         (C)      If the indemnification provided for in this Section 4 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (A) or (B) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (A) or (B) above in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Holder or such other indemnified
party, as the case may be, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (C) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (C).
Notwithstanding any other provision of this subsection (C), the Holders of the
Securities shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holders from the sale of such
securities pursuant to the Shelf Registration Statement exceeds the amount of
damages which such Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. The
obligations of the Holders of the Securities in this subsection (C) to
contribute are several in proportion to the net proceeds received from the sale
of such securities by such Holder and not joint. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this subsection (C), each person, if any, who
controls such indemnified party within the meaning of the 1933 Act or the 1934
Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Company within the meaning of the 1933 Act
or the 1934 Act shall have the same rights to contribution as the Company.

         5.       Miscellaneous.

                  5.1      Rule 144 and Rule 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (A) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (B) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act and (C) take such further
action that is reasonable in the circumstances, in each case, to the extent
required from time to time to enable such Holder to sell its Registrable
Securities without

                                       18

<PAGE>

registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

                  5.2      No Inconsistent Agreements. The Company has not
entered into and the Company will not after the date of this Agreement enter
into any agreement which is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's other issued and outstanding securities under
any such agreements.

                  5.3      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of the Majority Holders of the Registrable Securities affected by such
amendment, modification, supplement, waiver or departure. Without the consent of
the Holder of each Security however, no modification may change the provisions
relating to the payment of Additional Amounts.

                  5.4      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (a) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set forth
in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to
the Company, initially at the Company's address set forth in the Purchase
Agreement, and thereafter at such other address of which notice is given in
accordance with the provisions of this Section 5.4.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
Business Day if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

                  5.5      Successor and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by

                                       19

<PAGE>

operation of law or otherwise, such Registrable Securities shall be held subject
to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to receive
the benefits hereof.

                  5.6      Third Party Beneficiaries. The Initial Purchasers
(even if the Initial Purchasers are not Holders of Registrable Securities) shall
be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Holders, on the other hand, and shall have the
right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

                  5.7      Specific Performance. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2.1 through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.4 hereof.

                  5.8      Restriction on Resales. Until the expiration of two
years after the Closing Date, the Company will not, and will cause its
"affiliates" (as such term is defined in Rule 144(a)(1) under the 1933 Act) not
to, resell any Securities which are "restricted securities" (as such term is
defined under Rule 144(a)(3) under the 1933 Act) that have been reacquired by
any of them and shall immediately upon any purchase of any such Securities
submit such Securities to the Trustee for cancellation.

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

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

                  5.11     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

                                       20

<PAGE>

                  5.12     Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  5.13     Entire Agreement. This Agreement and other writings
referred to herein (including the Indenture and the Purchase Agreement)
represent the entire agreement among the parties hereto with respect to the
subject matter hereof and supercedes and replaces any and all prior agreements
and understandings, whether oral or written, with respect thereto.

                                       21

<PAGE>

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

                                                     CENTERPOINT ENERGY, INC.

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

CONFIRMED AND ACCEPTED
AS OF THE DATE FIRST ABOVE WRITTEN:

CITIGROUP GLOBAL MARKETS INC., for itself and
as representative of the Initial Purchasers

By:  /s/ SCOTT SANDERS
   -----------------------------------------------
    Name:  Scott Sanders
    Title: Director

BANC OF AMERICA SECURITIES, LLC, for itself and
as representative of the Initial Purchasers

By:  /s/ ROBERT CRAIG
   -----------------------------------------------
    Name: Robert Craig
    Title: Managing Director

J.P. MORGAN SECURITIES INC., for itself and
as representative of the Initial Purchasers

By:  /s/ CHRISTOPHER LOWE
   -----------------------------------------------
    Name:  Christopher Lowe
    Title: Managing Director

                                       22