exhibit10nn.htm


    Exhibit
10(nn)

    


    CHANGE
IN CONTROL AGREEMENT

    


    


    THIS CHANGE IN CONTROL
AGREEMENT (“Agreement”) is effective as of January 1, 2009, by and
between CENTERPOINT ENERGY, INC., a Texas corporation (the
“Company”), and [NAME]
(“Executive”).

     

    1.           Definitions:

     

    All terms
defined in this Section 1 shall, throughout this Agreement, have the meanings
given herein:

     

    “Affiliate” means any company
controlled by, controlling or under common control with the Company within the
meaning of Section 414 of the Code.

     

    “Board” means the board of
directors of the Company.

     

    “Cause” means Executive’s (a)
gross negligence in the performance of Executive’s duties, (b) intentional and
continued failure to perform Executive’s duties, (c) intentional engagement in
conduct which is materially injurious to the Company or its Affiliates
(monetarily or otherwise) or (d) conviction of a felony or a misdemeanor
involving moral turpitude.  For this purpose, an act or failure to act
on the part of Executive will be deemed “intentional” only if done or omitted to
be done by Executive not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company, and no act or
failure to act on the part of Executive will be deemed “intentional” if it was
due primarily to an error in judgment or negligence.

     

    A “Change in Control” shall be
deemed to have occurred upon the occurrence of any of the following
events:

     

    (a)           30% Ownership
Change:  Any Person makes an acquisition of Beneficial
Ownership of Outstanding Voting Stock (including any acquisition of Beneficial
Ownership deemed to have occurred pursuant to Rule 13d-5 under the Exchange Act)
and is, immediately thereafter, the Beneficial Owner of 30% or more of the then
Outstanding Voting Stock, unless such acquisition is made by a Parent
Corporation resulting from a Business Combination (other than the Company) if,
following such Business Combination, the conditions specified in clauses (i),
(ii), (iii) and (iv) of subsection (c) of this definition are satisfied; or any
Group is formed that is the Beneficial Owner of 30% or more of the Outstanding
Voting Stock; or

     

    (b)           Board Majority
Change:  Individuals who are Incumbent Directors cease for any
reason to constitute a majority of the members of the Board; or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Major Mergers and
Acquisitions:  Approval by the shareholders of the Company of a
Business Combination (or if there is no such approval by shareholders,
consummation of such Business Combination) unless, immediately following such
Business Combination, (i) all or substantially all of the individuals and
entities that were the Beneficial Owners of the Outstanding Voting Stock
immediately prior to such Business Combination will (or do) beneficially own,
directly or indirectly, more than 70% of the then outstanding shares of voting
stock of the Parent Corporation resulting from such Business Combination in
substantially the same relative proportions as their ownership, immediately
prior to such Business Combination, of the Outstanding Voting Stock,
(ii) if the Business Combination involves the issuance or payment by the
Company of consideration to another entity or its shareholders, the total fair
market value of such consideration plus the principal amount of the consolidated
long-term debt of the entity or business being acquired (in each case,
determined as of the date of consummation of such Business Combination by a
majority of the Incumbent Directors) will not (or does not) exceed 50% of the
sum of the fair market value of the Outstanding Voting Stock plus the principal
amount of the Company’s consolidated long-term debt (in each case, determined
immediately prior to such consummation by a majority of the Incumbent
Directors), (iii) no Person (other than any Parent Corporation resulting
from a Business Combination) will (or does) beneficially own, directly or
indirectly, 30% or more of the then outstanding shares of voting stock of the
Parent Corporation resulting from such Business Combination and (iv) a
majority of the members of the board of directors of the Parent Corporation
resulting from such Business Combination were Incumbent Directors immediately
prior to consummation of such Business Combination; or

     

    (d)           Major Asset
Dispositions:  Approval by the shareholders of the Company of a
Major Asset Disposition (or if there is no such approval by shareholders
consummation of such Major Asset Disposition) unless, immediately following such
Major Asset Disposition, (i) individuals and entities that were Beneficial
Owners of the Outstanding Voting Stock immediately prior to such Major Asset
Disposition will (or do) beneficially own, directly or indirectly, more than 70%
of the then outstanding shares of voting stock of the Company (if it continues
to exist) and of the entity that acquires the largest portion of such assets (or
the entity, if any, that owns a majority of the outstanding voting stock of such
acquiring entity) and (ii) a majority of the members of the board of
directors of the Company (if it continues to exist) and of the entity that
acquires the largest portion of such assets (or the entity, if any, that owns a
majority of the outstanding voting stock of such acquiring entity) were
Incumbent Directors immediately prior to consummation of such Major Asset
Disposition.

     

    For
purposes of the foregoing, the term:

     

    (1)           “Beneficial
Owner,” “Beneficial Ownership” and “Beneficially Own” are used as defined for
purposes of Section 13(d)(3) under the Exchange Act.

     


    
      
         


      

      
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    (2)           “Business
Combination” means (x) a merger or consolidation involving the Company or
its stock or (y) an acquisition by the Company, directly or through one or
more subsidiaries, of another entity or its stock or assets.

     

    (3)           “Election
Contest” is used as it is defined for purposes of Rule 14a-11 under the
Exchange Act.

     

    (4)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    (5)           “Group”
is used as it is defined for purposes of Section 13(d)(3) of the Exchange
Act.

     

    (6)           “Incumbent
Director” means a director of the Company (x) who was a director of the
Company on the date of this Agreement, or (y) who becomes a director
subsequent to such date and whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of a majority of the Incumbent
Directors at the time of such election or nomination, except that any such
director shall not be deemed an Incumbent Director if his initial assumption of
office occurs as a result of an actual or threatened Election Contest or other
actual or threatened solicitation of proxies by or on behalf of a Person other
than the Board.

     

    (7)           “Major
Asset Disposition” means the sale or other disposition in one transaction or a
series of related transactions of 70% or more of the assets of the Company and
its subsidiaries on a consolidated basis; and any specified percentage or
portion of the assets of the Company shall be based on fair market value, as
determined by a majority of the Incumbent Directors.

     

    (8)           “Outstanding
Voting Stock” means outstanding voting securities of the Company entitled to
vote generally in the election of directors; and any specified percentage or
portion of the Outstanding Voting Stock (or of other voting stock) shall be
determined based on the combined voting power of such securities.

     

    (9)           “Parent
Corporation resulting from a Business Combination” means the Company if its
stock is not acquired or converted in the Business Combination and otherwise
means the entity which as a result of such Business Combination owns the Company
or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries.

     

    (10)           “Person”
means an individual, entity or Group.

     

    “Code” means the Internal
Revenue Code of 1986, as amended.

     

    “Company” means CenterPoint
Energy, Inc., a Texas corporation, and any successor thereto.

     


    
      
         


      

      
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    “Compensation” means the
greater of (a) the sum of Executive’s annual base salary plus Target Bonus
determined immediately prior to the date on which a Change in Control occurs, or
(b) the sum of Executive’s annual base salary plus Target Bonus determined
immediately prior to the date of his Covered Termination.

     

    “Covered Termination” means
any termination of Executive’s employment with the Company or any Affiliate that
is a “Separation from Service” (within the meaning of Code Section 409A and
Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance
thereto)) thereof:

     

    (a)           that
does not result from any of the following:

     

    (i)           death;

     

    (ii)           disability
entitling Executive to benefits under the Company’s long-term disability
plan;

     

    (iii)           termination
on or after age 65;

     

    (iv)           involuntary
termination for Cause; or

     

    (v)           resignation
by Executive, unless such resignation is for Good Reason; and

     

    (b)           that
occurs:

     

    (i)           during
the three-month period ending immediately prior to the date a Change in Control
occurs, provided that a binding agreement to effect a Change in Control has been
executed as of Executive’s termination date (a “Pre-Change in Control Covered
Termination”); or

     

    (ii)           within
two years after the date upon which a Change in Control occurs.

     

    “Good Reason” means any one or
more of the following events:

     

    (a)           a
failure to maintain Executive in the position, or a substantially equivalent
position, with the Company and/or an Affiliate, as the case may be, which
Executive held immediately prior to the Change in Control;

     

    (b)           a
significant adverse change in the authorities, powers, functions,
responsibilities or duties which Executive held immediately prior to the Change
in Control;

     

    (c)           a
reduction in Executive’s annual base salary as in effect immediately prior to
the date on which a Change in Control occurs;

     


    
      
         


      

      
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    (d)           a
significant reduction in Executive’s qualified retirement benefits, nonqualified
benefits and welfare benefits provided to Executive immediately prior to the
date on which a Change in Control occurs; provided, however, that a
contemporaneous diminution of or reduction in qualified retirement benefits
and/or welfare benefits which is of general application and which uniformly and
contemporaneously reduces or diminishes the benefits of all covered employees
shall be ignored and not be considered a reduction in remuneration for purposes
of this paragraph (d);

     

    (e)           a
reduction in Executive’s overall compensation opportunities (as contrasted with
overall compensation actually paid or awarded) under the STI Plan, a long-term
incentive plan or other equity plan (or in such substitute or alternative plans)
from that provided to Executive immediately prior to the date on which a Change
in Control occurs;

     

    (f)           a
change in the location of Executive’s principal place of employment with the
Company by more than 50 miles from the location where Executive was principally
employed immediately prior to the date on which a Change in Control occurs;
or

     

    (g)           a
failure by the Company to provide directors and officers liability insurance
covering Executive comparable to that provided to Executive immediately prior to
the date on which a Change in Control occurs;

     

    provided, however, that no
later than 15 days after learning of the action (or inaction) described herein
as the basis for a termination of employment for Good Reason, Executive shall
advise the Company in writing that the action (or inaction) constitutes grounds
for a termination of his employment for Good Reason, in which event the Company
shall have 30 days to correct such action (or inaction) and if such action (or
inaction) is timely corrected, then Executive shall not be entitled to terminate
his employment for Good Reason as a result of such action (or
inaction).

     

    “Retirement Plan” means the
CenterPoint Energy, Inc. Retirement Plan, as amended and restated effective
January 1, 1999, and as thereafter amended.

     

    “STI Plan” means the
CenterPoint Energy, Inc. Short Term Incentive Plan or any successor plan or
program thereto.

     

    “Target Bonus” means
Executive’s target incentive award opportunity under the STI Plan in effect for
the year with respect to which the target bonus amount is being determined or,
if no such plan is then in effect, for the last year in which such a plan was in
effect, expressed as a dollar amount based upon Executive’s annual base salary
for the year of such determination.

     

    “Waiver and Release” means a
legal document, substantially in the form attached hereto as Attachment A, in which
Executive, in exchange for severance benefits described in Section 2, among
other things, releases the Company, the Affiliates, their directors, officers,
employees and agents, their employee benefit plans and the fiduciaries and
agents of

     


    
      
         


      

      
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    said
plans from liability and damages in any way related to Executive’s employment
with or separation from the Company or any of its Affiliates.

     

    “Welfare Benefit Coverage”
means each of medical, dental and vision benefit coverage.

     

    2.           Severance
Benefits:  If Executive experiences a Covered Termination,
then, subject to the Waiver and Release requirement in Section 2(h) below,
Executive shall be entitled to receive, as additional compensation for services
rendered to the Company (including its Affiliates), the following severance
benefits:

     

    (a)           Severance
Amount:  A lump sum cash payment in an amount equal to
Executive’s Compensation multiplied by two, subject to applicable withholding
for income and employment taxes.  Such severance payment shall be paid
on the second business day immediately following the end of the six-month period
commencing on the date of Executive’s Covered Termination, along with simple
interest on the severance amount at the short-term applicable Federal rate
provided for in Code Section 7872(f)(2)(A), based on the period commencing on
Executive’s Covered Termination date and ending on the payment
date.

     

    (b)           Vacation
Payment:  A lump sum cash payment in an amount equal to his
earned, but not taken, vacation days through the date of Executive’s Covered
Termination, subject to applicable withholding for income and employment
taxes.  Such vacation payment shall be paid as soon as practicable
following his Covered Termination date in accordance with the Company’s normal
payroll policies and practices.

     

    (c)           Pro-Rated
Bonus:  A lump sum cash payment in an amount equal to the
Target Bonus in effect at the time of Executive’s Covered Termination based on
Executive’s eligible earnings under the STI Plan as of the date of his Covered
Termination, but reduced by any amount payable under the terms of the STI Plan
for the performance year in which the Change in Control is consummated, subject
to applicable withholding for income and employment taxes.  Such
pro-rated bonus shall be paid on the second business day immediately following
the end of the six-month period commencing on the date of Executive’s Covered
Termination, along with simple interest on the bonus amount at the short-term
applicable Federal rate provided for in Code Section 7872(f)(2)(A), based on the
period commencing on Executive’s Covered Termination date and ending on the
payment date.

     

    (d)           Welfare Benefit
Coverage:  Subject to Executive’s payment of applicable
premiums on the same basis as similarly situated active executives of the
Company, continued Welfare Benefit Coverage for Executive and his eligible
dependents for a period of two years following (i) the date of Executive’s
Covered Termination or (ii) in the case of a Pre-Change in Control Covered
Termination, the date of the Change in Control.

     


    
      
         


      

      
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    (e)           Outplacement:  Outplacement
services for a 9-month period after (i) the date of Executive’s Covered
Termination or (ii) in the case of a Pre-Change in Control Covered Termination,
the date of the Change in Control, in connection with Executive’s efforts to
obtain new employment under the outplacement program adopted by the
Company.  Executive shall not be entitled to a cash payment in lieu of
such services.

     

    (f)           Enhanced
Retirement Plan Benefit:  Executive shall be entitled to an
amount not less than the amount that Executive would have been entitled to
receive under the cash balance formula of the Retirement Plan as if Executive
(i) was fully vested in his Retirement Plan benefit and (ii) remained an
employee of the Company or its Affiliates throughout the two-year period
following (A) the date of Executive’s Covered Termination or (B) in the case of
a Pre-Change in Control Covered Termination, the date of the Change in Control
based on his Compensation, with such enhanced benefit paid under the Company’s
Benefit Restoration Plan in accordance with its terms and
conditions.

     

    (g)           All Other Benefit
Plans or Programs:  Executive’s participation in all other
employee benefit plans and/or programs at the Company and the Affiliates shall
cease as of Executive’s Covered Termination date, subject to the terms and
conditions of the governing documents of those employee benefit plans and/or
programs.

     

    (h)           Waiver and
Release Requirement:  The foregoing notwithstanding, payment of
the benefits under this Section 2 is subject to Executive’s timely execution and
return of the Waiver and Release to the Company, without subsequent revocation
during the seven-day period following such execution date (the “Waiver and
Release Revocation Period”), as provided in this Section
2(h).  Executive shall have 50 days following (i) his Covered
Termination date, or (ii) in the case of a Pre-Change in Control Covered
Termination, the date of the Change in Control, to consider, execute and return
the Waiver and Release to the Company and shall then have the right to revoke
the Waiver and Release during the Waiver and Release Revocation
Period.  If Executive fails to timely execute and return the Waiver
and Release to the Company or revokes such Waiver and Release during the Waiver
and Release Revocation Period, then Executive shall forfeit, and shall not be
entitled to, any of the benefits described in this Section 2.

     

    3.           Certain
Additional Payments:  Anything in this
Agreement to the contrary notwithstanding and except as set forth below, in the
event it shall be determined that any payment or distribution in the nature of
compensation (within the meaning of Section 280G(b)(2) of the Code) to or for
the benefit of Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 3 (the “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Code, together with any interest or penalties imposed
with respect to such excise tax (“Excise Tax”), then Executive shall be entitled
to receive an additional payment (a “Gross-Up Payment”) in an amount such
that, after payment

     


    
      
         


      

      
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    (whether
through withholding at the source or otherwise) by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto), employment taxes and Excise Tax imposed upon the
Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payment.  Notwithstanding the
foregoing provision of this Section 3, if the Company determines that by
reducing the Payment by an amount not to exceed 10% of the Payment (“Reduced
Amount”) the receipt of the Payment will not give rise to any Excise Tax, and
thus no Gross-Up Payment would be required to be made to Executive, then,
provided the total of the amounts due to Executive under this Agreement equal or
exceed the Reduced Amount, the amount of the Payment shall be reduced, to the
extent provided herein, by the minimum Reduced Amount necessary to avoid any
Excise Tax (and no Gross-Up Payment shall be required under this Section 3 or
the Agreement).  Any such reduction shall be made first from the
amount payable under Section 2(a) and second, to the extent necessary, from
the amount payable under Section 2(c).

     

    Subject
to the provisions of this Section 3, all determinations required to be made
under this Section 3, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm that is selected by the Company (the
“Accounting Firm”) which shall provide detailed supporting calculations both to
the Company and Executive within 15 business days after the receipt of notice
from Executive that there has been a Payment, or such earlier time as is
requested by the Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control or the Accounting Firm declines or is unable to serve,
Executive shall appoint another nationally recognized certified public
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All
fees and expenses of the Accounting Firm shall be borne solely by the
Company.  Any Gross-Up Payment, as determined pursuant to this
Section 3, shall be paid by the Company to Executive within 15 days after
the receipt of the Accounting Firm’s determination.  If the Accounting
Firm determines that no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion that failure to report the Excise Tax on
Executive’s applicable federal income tax return would not result in the
imposition of negligence or similar penalty.  Any determination by the
Accounting Firm shall be binding upon the Company and Executive.  As a
result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made (“Underpayment”), consistent with the calculations
required to be made hereunder.  In the event that the Company exhausts
its remedies pursuant to the following provisions of this Section 3 and
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of Executive.

     

    Executive
shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be given as soon as practicable but
no later than 10 business days after Executive is informed in writing of such
claim and shall apprise the Company of the

     


    
      
         


      

      
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    nature of
such claim and the date on which such claim is requested to be
paid.  Executive shall not pay such claim prior to the expiration of
the 30-day period following the date on which it gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due).  If the Company notifies Executive
in writing prior to the expiration of such period that it desires to contest
such claim, Executive shall:

     

    (a)           give
the Company any information reasonably requested by the Company relating to such
claim;

     

    (b)           take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;

     

    (c)           cooperate
with the Company in good faith in order to effectively contest such claim;
and

     

    (d)           permit
the Company to participate in any proceedings relating to such
claim;

     

    provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for any Excise
Tax, employment tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limitation of the foregoing provisions of this
Section 3, the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided,
however, that if the Company directs Executive to pay such claim and sue
for a refund, the Company shall provide the amount of such payment to Executive
as an additional payment (“Supplemental Payment”) (subject to possible repayment
as provided in the next paragraph) and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax, employment tax or income
tax (including interest or penalties with respect thereto) imposed with respect
to such payment or with respect to any imputed income with respect thereto; and
further provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which a Gross-Up Payment or Supplemental
Payment would be payable hereunder and Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

     

    If, after
the receipt by Executive of an amount provided by the Company pursuant to the
foregoing provisions of this Section 3, Executive becomes entitled to
receive any refund

     


    
      
         


      

      
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    with
respect to such claim, Executive shall (subject to the Company complying with
the requirements of this Section 3) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto).

     

    If the
Company is obligated to provide Executive with one or more Welfare Benefit
Coverages pursuant to Section 2(d), and the amount of such benefits or the
value of such benefit coverage (including, without limitation, any insurance
premiums paid by the Company to provide such benefits) is subject to any income,
employment or similar tax imposed by federal, state or local law, or any
interest or penalties with respect to such tax (such tax or taxes, together with
any such interest and penalties, being hereafter collectively referred to as the
“Income Tax”) because such benefits cannot be provided under a nondiscriminatory
health plan described in Section 105 of the Code or for any other reason,
the Company will pay to Executive an additional payment or payments
(collectively, an “Income Tax Payment”).  The Income Tax Payment will
be in an amount such that, after payment by Executive of all taxes (including
any interest or penalties imposed with respect to such taxes), Executive retains
an amount of the Income Tax Payment equal to the Income Tax imposed with respect
to such welfare benefits or such welfare benefit coverage.

     

    Notwithstanding
anything in this Section 3 to the contrary, in accordance with Treasury
Regulation § 1.409A-3(i)(1)(v), in no event shall the Company pay Executive (or
pay on Executive’s behalf) any amount to which Executive is entitled under this
Section later than the end of Executive’s taxable year next following
Executive’s taxable year in which Executive remits the Excise Tax or tax (as
applicable) to the Internal Revenue Service (or in the case of costs and
expenses payable under this Section, no later than the end of Executive’s
taxable year next following Executive’s taxable year in which the taxes that are
the subject of the audit or litigation are remitted to the Internal Revenue
Service, or where as a result of such audit or litigation no taxes are remitted,
the end of Executive’s taxable year next following Executive’s taxable year in
which the audit is completed or there is a final and nonappealable settlement or
other resolution of the litigation).

     

    4.           Legal
Fees And Expenses:  It is the intent
of the Company that Executive not be required to incur legal fees and the
related expenses associated with the interpretation, enforcement or defense of
Executive’s rights under this Agreement by litigation or otherwise because the
cost and expense thereof would detract from the benefits intended to be extended
to Executive hereunder.  Accordingly, if it should appear to Executive
that the Company has failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding designed to deny, or to
recover from, Executive the benefits provided or intended to be provided to
Executive hereunder, the Company irrevocably authorizes Executive from time to
time to retain counsel of Executive’s choice, at the expense of the Company as
hereafter provided, to advise and represent Executive in connection with any
such interpretation, enforcement or defense, including, without limitation, the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction.  Notwithstanding any
existing or prior attorney-client relationship between the Company and such
counsel, the Company irrevocably consents to Executive entering into an
attorney-client relationship with such counsel, and in that connection the
Company and

     


    
      
         


      

      
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    Executive
agree that a confidential relationship will exist between Executive and such
counsel.  Without regard to whether Executive prevails, in whole or in
part, in connection with any of the foregoing, the Company will pay and be
solely financially responsible for any and all attorneys’ fees and related
expenses incurred by Executive in connection with any of the foregoing except to
the extent that a final judgment no longer subject to appeal finds that a claim
or defense asserted by Executive was frivolous.  In such a case, the
portion of such fees and expenses incurred by Executive as a result of such
frivolous claim or defense shall become Executive’s sole responsibility and any
funds advanced by the Company shall be repaid to the Company.

     

    With
respect to the Company’s obligations under this Section 4, the fees and expenses
of counsel selected by Executive pursuant to this Section 4 will be paid,
or reimbursed to Executive if paid by Executive, on a regular, periodic basis
upon presentation by Executive to the Company of a statement or statements
prepared by such counsel in accordance with its customary practices, with such
payment to be made no later than March 15th of the year following the year in
which the expenses are incurred.  The pendency of a claim by the
Company that a claim or defense of Executive is frivolous or otherwise lacking
merit shall not excuse the Company from making periodic payments of legal fees
and expenses until a final judgment is rendered as hereinabove
provided.  Any failure by the Company to satisfy any of its
obligations under this Section 4 will not limit the rights of Executive
hereunder.  Subject to the foregoing, Executive will have the status
of a general unsecured creditor of the Company and will have no right to, or
security interest in, any assets of the Company or any Affiliate.

     

    5.           Confidentiality:  Executive
acknowledges that pursuant to this Agreement, the Company agrees to provide to
him Confidential Information regarding the Company and the Company’s business
and has previously provided him other such Confidential
Information.  In return for this and other consideration, provided
under this Agreement, Executive agrees that he will not, while employed by the
Company and thereafter, disclose or make available to any other person or
entity, or use for his own personal gain, any Confidential Information, except
for such disclosures as required in the performance of his duties hereunder as
may otherwise be required by law or legal process (in which case Executive shall
notify the Company of such legal or judicial proceeding as soon as practicable
following his receipt of notice of such a proceeding, and permit the Company to
seek to protect its interests and information).  For purposes of this
Agreement, “Confidential Information” shall mean any and all information, data
and knowledge that has been created, discovered, developed or otherwise become
known to the Company or any of its Affiliates or ventures or in which property
rights have been assigned or otherwise conveyed to the Company or any of its
Affiliates or ventures, which information, data or knowledge has commercial
value in the business in which the Company is engaged, except such information,
data or knowledge as is or becomes known to the public without violation of the
terms of this Agreement.  By way of illustration, but not limitation,
Confidential Information includes business trade secrets, secrets concerning the
Company’s plans and strategies, nonpublic information concerning material market
opportunities, technical trade secrets, processes, formulas, know-how,
improvements, discoveries, developments, designs, inventions, techniques,
marketing plans, manuals, records of research, reports, memoranda, computer
software, strategies, forecasts, new products, unpublished financial
information, projections, licenses, prices, costs, and employee, customer and
supplier lists or parts thereof.

     


    
      
         


      

      
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    6.           Return
Of Property:  Executive agrees
that at the time of leaving the Company’s employ, he will deliver to the Company
(and will not keep in his possession, recreate or deliver to anyone else) all
Confidential Information as well as all other devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, customer or client lists or information, or any
other documents or property (including all reproductions of the aforementioned
items) belonging to the Company or any of its Affiliates or ventures, regardless
of whether such items were prepared by Executive.

     

    7.           Non-Solicitation
And Non-Competition:

     

    (a)           For
consideration provided under this Agreement, including, but not limited to the
Company’s agreement to provide Executive with Confidential Information (as
defined in Section 5) regarding the Company and the Company’s business,
Executive agrees that while employed by the Company and for one year following a
Covered Termination he shall not, without the prior written consent of the
Company, directly or indirectly, (i) hire or induce, entice or solicit (or
attempt to induce, entice or solicit) any employee of the Company or any of its
Affiliates or ventures to leave the employment of the Company or any of its
Affiliates or ventures or (ii) solicit or attempt to solicit the business of any
customer or acquisition prospect of the Company or any of its Affiliates or
ventures with whom Executive had any actual contact while employed at the
Company.

     

    (b)           Additionally,
for consideration provided under this Agreement, including, but not limited to
the Company’s agreement to provide Executive with Confidential Information
regarding the Company and the Company’s business, Executive agrees that while
employed by the Company and for one year following a Covered Termination he will
not, without the prior written consent of the Company, acting alone or in
conjunction with others, either directly or indirectly, engage in any business
that is in competition with the Company or accept employment with or render
services to such a business as an officer, agent, employee, independent
contractor or consultant, or otherwise engage in activities that are in
competition with the Company.

     

    (c)           The
restrictions contained in this Section 7 are limited to a 50-mile radius around
any geographical area in which the Company engages (or has definite plans to
engage) in operations or the marketing of its products or services at the time
of a Covered Termination.

     

    (d)           Executive
acknowledges that these restrictive covenants under this Agreement, for which
Executive received valuable consideration from the Company as provided in this
Agreement, including, but not limited to the Company’s agreement to provide
Executive with Confidential Information regarding the Company and the Company’s
business are ancillary to otherwise enforceable provisions of this Agreement
that the consideration provided by the Company gives rise to the Company’s
interest in restraining Executive from competing and that the restrictive
covenants are designed to enforce Executive’s consideration or return promises
under this Agreement.  Additionally, Executive

     


    
      
         


      

      
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    acknowledges
that these restrictive covenants contain limitations as to time, geographical
area, and scope of activity to be restrained that are reasonable and do not
impose a greater restraint than is necessary to protect the goodwill or other
legitimate business interests of the Company, including, but not limited to, the
Company’s need to protect its Confidential Information.

     

    8.           Conflicts
With Other Agreements:  In the event that
Executive becomes entitled to benefits under a prior or subsequent agreement
pertaining to Executive’s employment by the Company or any Affiliate thereof
(other than this Agreement) or the benefits to which Executive is entitled as a
result of such employment and such benefits conflict with the terms of this
Agreement, Executive will receive the greater and more favorable of each of the
benefits provided under either this Agreement or such other agreement or
benefits, on an individual benefit basis, provided, however, that any
such other conflicting payment is payable under its terms in the same calendar
year and in the same form as the corresponding benefit payable under this
Agreement.

     

    9.           Notices:  For purposes of
this Agreement, notices and all other communications provided for herein shall
be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

     

                If to Company:            
CenterPoint Energy, Inc.

    1111
Louisiana

    Houston,
Texas  77002

    Attention:  President
and Chief Executive Officer

     

                If to
Executive:                    [NAME]

    [ADDRESS]

    [CITY,
STATE, ZIP]

    


    or  to
such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.

     

    10.           Litigation
Assistance:  Executive agrees
to assist the Company with any litigation matters related to the Company or any
of its subsidiaries or affiliates as may be reasonably requested by the
Company’s General Counsel following the date of Executive’s Covered
Termination.  The Company shall reimburse Executive for any reasonable
travel or other business expenses incurred in connection with providing such
assistance and cooperation.  Executive shall provide such services as
an independent contractor and such services shall be limited solely to those
matters with which Executive is suitably experienced and knowledgeable by reason
of Executive’s education, training, background and prior employment with the
Company.  The Company and Executive agree to work out reasonable
accommodations for the provision of such assistance so that it does not
unreasonably interfere with any of Executive’s personal affairs, business
endeavors or future employment.  The foregoing notwithstanding, the
Company and Executive agree that the services provided by Executive under this
Section, if any, shall not exceed twenty percent (20%) of the average level of
bona fide services performed by Executive (whether as an employee or an
independent contractor of the Company) over the 36-

     


    
      
         


      

      
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    month
period (or the full period of services to the Company if Executive has been
providing services to the Company for less than 36 months) immediately preceding
his Covered Termination date.

     

    11.           Prior
Agreements/Modification:  This Agreement
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements or understandings, whether
written or oral, between the parties with respect thereto.  This
Agreement may be amended only by an agreement in writing signed by the parties
hereto; provided,
however, that Executive’s compensation may be increased at any time by
the Company without in any way affecting any of the other terms and conditions
of this Agreement which in all other respects shall remain in full force and
effect.  The provisions of this Agreement will be binding upon, and
will inure to the benefit of, the respective heirs, legal representatives and
successors of the parties hereto.  Executive represents to the Company
that he is not a party to any agreement or subject to any legal restriction that
would prevent him from fulfilling his duties hereunder.

     

    12.           Section 409A:  It is the
intent of the parties that the provisions of this Agreement comply with Code
Section 409A and the Treasury regulations and guidance issued
thereunder.  Accordingly, the parties intend that this Agreement be
interpreted and operated consistent with such requirements of Code Section 409A
in order to avoid the application of penalty taxes under Code Section 409A to
the extent reasonably practicable.  The Company shall neither cause
nor permit:  (a) any payment, benefit or consideration to be
substituted for a benefit that is payable under this Agreement if such action
would result in the failure of any amount that is subject to Code Section 409A
to comply with the applicable requirements of Code Section 409A; or (b) any
adjustments to any equity interest to be made in a manner that would result in
the equity interest becoming subject to Code Section 409A unless, after such
adjustment, the equity interest is in compliance with the requirements of Code
Section 409A to the extent applicable.

     

    Notwithstanding
any provision of this Agreement to the contrary, if Executive is a “Specified
Employee” (as that term is defined in Code Section 409A) as of Executive’s
Covered Termination date, then any amounts or benefits which are payable under
this Agreement upon Executive’s “Separation from Service” (within the
meaning of Code Section 409A), other than due to death, which are subject to the
provisions of Code Section 409A and not otherwise excluded under Code Section
409A, and would otherwise be payable during the first six-month period following
such Separation from Service, shall be paid on the second business day that (a)
is at least six months after the date after Executive’s Covered Termination date
or (b) follows Executive’s date of death, if earlier.  The benefits in
Sections 2(a) and (c) and the welfare benefits in Section 2(d) provided after
the COBRA period are subject to Section 409A; the vacation pay in Sections 2(b),
the outplacement in Section 2(e) and the welfare benefits in Section 2(d)
provided during the COBRA period under Section 2(d) are excluded from Section
409A; and the benefits in Sections 2(f) and 2(g) are subject to Section 409A as
provided under the applicable plans and programs.

     

    All
reimbursements and in-kind benefits provided pursuant to this Agreement shall be
made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that any
reimbursements or in-kind benefits will be deemed payable at a specified time or
on a fixed

     


    
      
         


      

      
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    schedule
relative to a permissible payment event.  Specifically, (i) the
amounts reimbursed and in-kind benefits provided under this Agreement, other
than total reimbursements that are limited by a lifetime maximum under a group
health plan, during Executive’s taxable year may not affect the amounts
reimbursed or in-kind benefits provided in any other taxable year, (ii) the
reimbursement of an eligible expense shall be made on or before the last day of
Executive’s taxable year following the taxable year in which the expense was
incurred, and (iii) the right to reimbursement or an in-kind benefit is not
subject to liquidation or exchange for another benefit.

     

    13.           Applicable
Law:  The validity,
interpretation, construction and performance of this Agreement will be governed
by and construed in accordance with the substantive laws of the State of Texas,
including the Texas statute of limitations, but without giving effect to the
principles of conflict of laws of such State.

     

    14.           Severability: If a court of competent
jurisdiction determines that any provision of this Agreement is invalid or
unenforceable, then the invalidity or unenforceability of that provision shall
not affect the validity or enforceability of any other provision of this
Agreement and all other provisions shall remain in full force and
effect.

     

    15.           Withholding
of Taxes:  The Company may
withhold from any benefits payable under this Agreement all federal, state, city
or other taxes as may be required pursuant to any law or governmental regulation
or ruling.

     

    16.           No
Employment Agreement:  Nothing in this
Agreement shall give Executive any rights to (or impose any obligations for)
continued employment by the Company or any Affiliate thereof or successor
thereto, nor shall it give the Company any rights (or impose any obligations)
with respect to continued performance of duties by Executive for the Company or
any Affiliate thereof or successor thereto.

     

    17.           No
Assignment; Successors:  Executive’s right
to receive payments or benefits hereunder shall not be assignable or
transferable, whether by pledge, creation or a security interest or otherwise,
whether voluntary, involuntary, by operation of law or otherwise, other than a
transfer by will or by the laws of descent or distribution, and in the event of
any attempted assignment or transfer contrary to this Section 17, the
Company shall have no liability to pay any amount so attempted to be assigned or
transferred.  This Agreement shall inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.

     

    This
Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns (including, without limitation, any company into or with
which the Company may merge or consolidate).  The Company agrees that
it will not effect the sale or other disposition of all or substantially all of
its assets unless either (a) the person or entity acquiring such assets or
a substantial portion thereof shall expressly assume by an instrument in writing
all duties and obligations of the Company hereunder or (b) the Company
shall provide, through the establishment of a separate reserve therefor, for the
payment in full of all amounts which are or may reasonably be expected to become
payable to Executive hereunder.

     


    
      
         


      

      
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    18.           Payment
Obligations Absolute:  Except for the
requirement of Executive to execute and return to the Company a Waiver and
Release in accordance with Section 2, the Company’s obligation to pay (or
cause one of its Affiliates to pay) Executive the amounts and to make the
arrangements provided herein shall be absolute and unconditional and shall not
be affected by any circumstances, including, without limitation, any set-off,
counter-claim, recoupment, defense or other right which the Company (including
its Affiliates) may have against him or anyone else.  All amounts
payable by the Company (including its Affiliates hereunder) shall be paid
without notice or demand.  Executive shall not be obligated to seek
other employment in mitigation of the amounts payable or arrangements made under
any provision of this Agreement, and, subject to the restrictions in Section 7,
the obtaining of any other employment shall in no event affect any reduction of
the Company’s obligations to make (or cause to be made) the payments and
arrangements required to be made under this Agreement.

     

    The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As used
in this Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or
otherwise.  If a Business Combination is consummated that would have
resulted in a Change in Control but for the satisfaction of the conditions
specified in clauses (i), (ii), (iii) and (iv) of subsection (c) of the
definition of “Change in Control” in Section 1 and if the Parent Corporation
resulting from the Business Combination is other than the Company (hereinafter a
“New Parent”), then, as a condition to consummation of this Business
Combination, the New Parent shall be considered a successor for purposes of this
paragraph.

     

    19.           Number and
Gender:  Wherever
appropriate herein, words used in the singular shall include the plural and the
plural shall include the singular.  The masculine gender where
appearing herein shall be deemed to include the feminine gender.

     

    20.           Term:  The effective
date of the Agreement is January 1, 2009 (“Effective Date”).  The term
of this Agreement shall commence on the Effective Date and shall end on December
31, 2009; provided,
however, that on each January 1st thereafter, the term of this Agreement
shall automatically be extended for one additional year unless, prior to any
such January 1st, the Board decides (as evidenced by its resolutions) not to
extend the term of this Agreement, in which event the term shall, without
further action, expire, and this Agreement shall terminate, on the December 31st
of the year in which the Board makes such decision.  The foregoing to
the contrary notwithstanding, (a) if, prior to a Change in Control, Executive
ceases for any reason other than due to a Covered Termination to be an employee
of the Company, then the term shall, without further action, expire, and this
Agreement shall terminate, as of such termination date; and (b) upon the Company
entering into a binding agreement to effect a Change in Control, if the
Agreement has not expired prior to such date, the term of this Agreement shall
automatically be extended until the end of the two-year period commencing as of
the date of the Change in Control; provided, however, that, the
foregoing clause (b) notwithstanding, if the board of directors of the parties
to such binding agreement agree, as evidenced by the board’s resolutions, not to
consummate the Change in Control, the term of this

     


    
      
         


      

      
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    Agreement
shall be determined as otherwise provided in this Section 20 without regard to
clause (b).

     

    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed effective as of the Effective
Date.

     

    
      	 
      	
              CENTERPOINT
      ENERGY, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              David
      M. McClanahan

            
	 
      	 
      	
              President
      and Chief Operating Officer

            
	 
      	 
      	 
      
	 
      	
              Date:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              EXECUTIVE

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              [NAME]

            
	 
      	 
      	 
      
	 
      	
              Date:

            	 
      
	 
      	 
      	 
      


    

    


     

     

     

     

     

     

     

    
 


    
      
         


      

      
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      Attachment
A

       

    

    Waiver
And Release

    


    In
exchange for the payment to me of the Severance Benefits described in
Section 2 of the Change in Control Agreement between CenterPoint Energy,
Inc., and me effective as of January 1, 2009 (the “Agreement”), which I
understand is incorporated herein by reference, and of other remuneration and
consideration provided for in the Agreement (the “Severance Benefits”), which is
in addition to any remuneration or benefits to which I am already entitled, I
agree to waive all of my claims against and release (i) CenterPoint Energy,
Inc. and its predecessors, successors and assigns (collectively referred to as
the ”Company”), (ii) all of the affiliates (including, but not limited
to, CenterPoint Energy Services Company, CenterPoint Energy Southern Gas
Operations, CenterPoint Energy Resources Corp. d/b/a CenterPoint Energy Texas
Gas Operations, CenterPoint Energy Resources Corp. d/b/a CenterPoint Energy
Arkansas Gas, CenterPoint Energy Resources Corp. d/b/a CenterPoint Energy
Oklahoma Gas, CenterPoint Energy Resources Corp. d/b/a CenterPoint Energy
Minnesota Gas, CenterPoint Energy Houston Gas, CenterPoint Energy Pipeline
Services, Inc., CenterPoint Energy Services, Inc., CenterPoint Energy Field
Services, Inc., CenterPoint Energy Gas Transmission Company, CenterPoint Energy
Mississippi River Transmission Corporation, and all wholly or partially owned
subsidiaries) of the Company and their predecessors, successors and assigns
(collectively referred to as the “Company Affiliates”) and (iii) the
Company’s and Company Affiliates’ directors and officers, employees and agents,
insurers, employee benefit plans and the fiduciaries and agents of the foregoing
(collectively, with the Company and Company Affiliates, referred to as
the “Corporate Group”) from any and all claims, demands, actions,
liabilities and damages arising out of or relating in any way to my employment
with or separation from the Company or the Company Affiliates.  All
payments under the Agreement are voluntary and are not required by any legal
obligation other than the Agreement itself.

     

    I
understand that signing this Waiver and Release is an important legal
act.  I acknowledge that I have been advised in writing to consult an
attorney before signing this Waiver and Release.  I understand that,
in order to be eligible for Severance Benefits under the Agreement, I must sign
and return (to Carol Helliker, Vice President, Corporate Compliance Officer and
Associate General Counsel, Legal Department, at CenterPoint Energy Tower, 46th
Floor, 1111 Louisiana, Houston, Texas 77002) this Waiver and Release within 50
days following the date of my termination of employment (or the date of the
Change in Control if my termination of employment date preceded such
date).  I acknowledge that I have been given at least 45 days to
consider whether to execute this Waiver and Release.

    


    In
exchange for the payment to me of Severance Benefits pursuant to the Agreement,
which is in addition to any remuneration or benefits to which I am already
entitled, (1) I agree not to sue in any local, state and/or federal court
or to file a grievance regarding or relating in any way to my employment with or
separation from the Company or the Company Affiliates, and (2) I knowingly
and voluntarily waive all claims and release the Corporate Group from any and
all claims, demands, actions, liabilities, and damages, whether known or
unknown, arising out of or relating in any way to my employment with or
separation from the Company or the Company Affiliates, except to the extent that
my rights are vested under the terms of employee benefit plans sponsored by the
Company or the Company Affiliates and except with

     


    
      
         


      

      
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    respect
to such rights or claims as may arise after the date this Waiver and Release is
executed.  This Waiver and Release includes, but is not limited to,
claims and causes of action under:  Title VII of the Civil Rights Act
of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act
of 1967, as amended, including the Older Workers Benefit Protection Act of 1990
(“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of
1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy
Reorganization Act, as amended, 42 U.S.C. § 5851; the Workers Adjustment
and Retraining Notification Act of 1988; the Pregnancy Discrimination Act of
1978; the Employee Retirement Income Security Act of 1974, as amended; the
Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the
Occupational Safety and Health Act; claims in connection with workers’
compensation or “whistle blower” statutes; and/or contract, tort, defamation,
slander, wrongful termination or any other state or federal regulatory,
statutory or common law.  Further, I expressly represent that no
promise or agreement which is not expressed in the Agreement or this Waiver and
Release has been made to me in executing this Waiver and Release, and that I am
relying on my own judgment in executing this Waiver and Release, and that I am
not relying on any statement or representation of any member of the Corporate
Group or any of their agents. I agree that this Waiver
and Release is valid, fair, adequate and reasonable, is with my full knowledge
and consent, was not procured through fraud, duress or mistake and has not had
the effect of misleading, misinforming or failing to inform
me.   I acknowledge and agree that the Company will withhold any
taxes required by federal or state law from the Severance Benefits otherwise
payable to me and that the Severance Benefits otherwise payable to me shall be
reduced by any monies owed by me to the Company (or a Company Affiliate),
including, but not limited to, any overpayments made to me by the Company (or a
Company Affiliate) and the balance of any loan by the Company (or a Company
Affiliate) to me that is outstanding at the time that the Severance Benefits are
paid.

     

    I
acknowledge that payment of Severance Benefits pursuant to the Agreement is not
an admission by any member of the Corporate Group that they engaged in any
wrongful or unlawful act or that any member of the Corporate Group violated any
federal or state law or regulation.  I understand that nothing in this
Waiver and Release is intended to prohibit, restrict or otherwise discourage any
individual from engaging in activity protected under 42 U.S.C. § 5851, 10
C.F.R. § 50.7 or the Sarbanes-Oxley Act of 2002, including, but not limited
to, providing information to the Nuclear Regulatory Commission (“NRC”) or to any
member of the Corporate Group regarding nuclear safety or quality concerns,
potential violations or other matters within the NRC’s
jurisdiction.  I acknowledge that no member of the Corporate Group has
promised me continued employment or represented to me that I will be rehired in
the future.  I acknowledge that my employer and I contemplate an
unequivocal, complete and final dissolution of my employment
relationship.  I acknowledge that this Waiver and Release does not
create any right on my part to be rehired by any member of the Corporate Group
and I hereby waive any right to future employment by any member of the Corporate
Group.

     

    I have
returned or I agree that I will return immediately, and maintain in strictest
confidence and will not use in any way, any confidential and proprietary
business information or other nonpublic information or documents relating to the
business and affairs of the Corporate Group.  For the purposes of this
Waiver and Release, “confidential and proprietary business information” shall
mean any information concerning any member of the Corporate Group or their
business which I learn or develop during my employment and which is not
generally known

     


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    or
available outside of the Corporate Group.  Such information, without
limitation, includes information, written or otherwise, regarding any member of
the Corporate Group’s earnings, expenses, material sources, equipment sources,
customers and prospective customers, business plans, strategies, practices and
procedures, prospective and executed contracts and other business
arrangements.  I acknowledge and agree that all records, papers,
reports, computer programs, strategies, documents (including, without
limitation, memoranda, notes, files and correspondence), opinions, evaluations,
inventions, ideas, technical data, products, services, processes, procedures,
and interpretations that are or have been produced by me or any employee,
officer, director, agent, contractor, or representative of any member of the
Corporate Group, whether provided in written or printed form, or orally, all
comprise confidential and proprietary business information.  I agree
that for a period of one year following my termination with the Corporate Group
that I will not:  (a) solicit, encourage or take any action that
is intended, directly or indirectly, to induce any other employee of the
Corporate Group to terminate employment with the Corporate Group;
(b) interfere in any manner with the contractual or employment relationship
between the Corporate Group and any other employee of the Corporate Group; and
(c) use any confidential information to directly, or indirectly, solicit
any customer of the Corporate Group.  I understand and agree that in
the event of any breach of the provisions of this paragraph, or threatened
breach, by me, any member of the Corporate Group may, in their discretion,
discontinue any or all payments provided for in the Agreement and recover any
and all payments already made and any member of the Corporate Group shall be
entitled to apply to a court of competent jurisdiction for such relief by way of
specific performance, restraining order, injunction or otherwise as may be
appropriate to ensure compliance with these provisions.  Should I be
contacted or served with legal process seeking to compel me to disclose any such
information, I agree to notify the General Counsel of the Company immediately,
in order that the Corporate Group may seek to resist such process if they so
choose.  If I am called upon to serve as a witness or consultant in or
with respect to any potential litigation, litigation, arbitration, or regulatory
proceeding, I agree to cooperate with the Corporate Group to the full extent
permitted by law, and the Corporate Group agrees that any such call shall be
with reasonable notice, shall not unnecessarily interfere with my later
employment, and shall provide for payment for my time and costs expended in such
matters.

     

    Should
any of the provisions set forth in this Waiver and Release be determined to be
invalid by a court, agency or other tribunal of competent jurisdiction, it is
agreed that such determination shall not affect the enforceability of other
provisions of this Waiver and Release.  I acknowledge that this Waiver
and Release and the Agreement set forth the entire understanding and agreement
between me and the Company or any other member of the Corporate Group concerning
the subject matter of this Waiver and Release and supersede any prior or
contemporaneous oral and/or written agreements or representations, if any,
between me and the Company or any other member of the Corporate
Group.  I understand that for a period of 7 calendar days following
the date I sign this Waiver and Release (which date must be within 50 days
following the date of my termination of employment or the date of the Change in
Control if my termination of employment date preceded such date), I may revoke
my acceptance of the offer by delivering a written statement to the Vice
President, Corporate Compliance Officer and Associate General Counsel (or the
person designated by the Vice President, Corporate Compliance Officer and
Associate General Counsel) by hand or by registered-mail, in which case the
Waiver and Release will not become effective.  In the event I revoke
my acceptance of this offer, I shall not be entitled to any Severance Benefits
under the Agreement.  I understand

     


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    that
failure to revoke my acceptance of the offer within 7 calendar days following
the date I sign this Waiver and Release will result in this Waiver and Release
being permanent and irrevocable.

     

    I
acknowledge that I have read this Waiver and Release, have had an opportunity to
ask questions and have it explained to me and that I understand that this Waiver
and Release will have the effect of knowingly and voluntarily waiving any action
I might pursue, including breach of contract, personal injury, retaliation,
discrimination on the basis of race, age, sex, national origin, religion,
veterans status, or disability and any other claims arising prior to the date of
this Waiver and Release.  By execution of this document, I do not
waive or release or otherwise relinquish any legal rights I may have which are
attributable to or arise out of acts, omissions, or events of any member of the
Corporate Group which occur after the date of the execution of this Waiver and
Release.

     

    
      	 
      	 
      	 
      
	
              Executive’s
      Printed Name

            	 
      	
              Corporate
      Group’s Representative

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Executive’s
      Signature

            	 
      	
              Corporate
      Group’s Execution Date

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Executive’s
      Signature Date

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Executive’s
      Social Security Number

            	 
      	 
      
	 
      	 
      	 
      


    

     

     

     

     

     

     

     

    
 


    
      
         


      

      
        -4-