CENTERPOINT ENERGY INC
EIGHT AMENDMENT TO RETIREMENT PLAN
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<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>h17233exv10w7.txt
<DESCRIPTION>EIGHT AMENDMENT TO RETIREMENT PLAN
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                                                                    EXHIBIT 10.7


                    CENTERPOINT ENERGY, INC. RETIREMENT PLAN

               (As Amended and Restated Effective January 1, 1999)


                                Eighth Amendment


                  CenterPoint Energy, Inc., a Texas corporation, having reserved
the right under Section 15.1 of the CenterPoint Energy, Inc. Retirement Plan, as
amended and restated effective as of January 1, 1999, and as thereafter amended
(the "Plan"), under Section 15.1 of the Plan, does hereby amend the Plan,
effective as of the dates specific herein, as follows:

                  1. Effective as of January 1, 2003, the first paragraph of
Section 7.6 of the Plan is hereby amended to add the following new sentence to
the end thereof:

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

                  2. Effective as of March 31, 2004, Article VIII of the Plan is
hereby amended to add the following new Section 8.8 thereto:

                  "8.8 2004 Arkla/Entex Involuntary Separation Benefit: A Member
         who (i) is an Eligible Arkla/Entex Employee (as defined below), (ii)
         has attained at least age 55 and completed at least 5 years of Service
         as of his Termination Date (as defined below), and (iii) who qualifies
         for a benefit under a Company involuntary severance benefits plan (an
         'Arkla/Entex Severance Plan'), which provides for this benefit for an
         Eligible Arkla/Entex Employee who is involuntarily terminated during
         the Severance Period (as defined below), and who satisfies all
         requirements for this benefit under the applicable Arkla/Entex
         Severance Plan, shall be eligible, subject to his timely execution


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         and delivery without subsequent revocation of the waiver and release,
         and his timely execution and delivery of any election or other
         documents, required under the applicable Arkla/Entex Severance Program,
         to receive a Pension commencing on or after his Termination Date equal
         to the normal or early retirement Pension for which the Member is
         eligible (or, in the case of an Eligible Arkla/Entex Employee who is on
         Disability Leave of Absence, would have been eligible had his
         employment continued through the period of disability and terminated on
         his involuntary termination date), calculated as set forth in Section
         8.1 or 8.2, but adding three (3) deemed years to the Member's age and
         three (3) deemed years to the Member's Service as applicable to the
         specific benefit formulas under the Plan (including for purposes of the
         Grandfathered Benefit under Section 7.6), except with respect to the
         Actuarial Equivalent calculations under Article XI.

                  For purposes of this Section 8.8,

                  (a) An 'Eligible Arkla/Entex Employee' means a Member (i) who
         was an Employee of CenterPoint Energy Arkla, a division of CenterPoint
         Energy Resources Corp., a wholly owned subsidiary of the Company
         ('CERC'), and any successor to CenterPoint Energy Arkla, or CenterPoint
         Energy Entex, a division of CERC, and any successor to CenterPoint
         Energy Entex (collectively, 'Arkla/Entex'), (ii) whose employment with
         Arkla/Entex was involuntary terminated during the Severance Period, and
         (iii) who is not subsequently employed by the Employer or any Affiliate
         prior to his Termination Date.

                  (b) The 'Severance Period' means the period beginning on March
         31, 2004 and ending on December 31, 2004.

                  (c) The 'Termination Date' means an Eligible Arkla/Entex
         Employee's involuntary termination of Service date.

                  (d) To the extent applicable, a Member's Compensation, as
         provided in Section 1.16, in effect on his Termination Date shall be
         deemed to continue unchanged during his deemed three (3) years of
         Service.

                  The foregoing notwithstanding, the enhanced benefits provided
         under this Section are subject to compliance with the
         non-discrimination requirements under Section 401(a)(4) of the Code
         and, to the extent the Committee determines in its sole discretion is
         necessary to satisfy such requirements, such benefit may be reduced or
         otherwise adjusted."


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                  IN WITNESS WHEREOF, CenterPoint Energy, Inc. has caused these
presents to be executed by its duly authorized officer in a number of copies,
all of which shall constitute one and the same instrument, which may be
sufficiently evidenced by any executed copy hereof, on this 4th day of March,
2004, but effective as of the dates specified herein.


                                          CENTERPOINT ENERGY, INC.



                                      By: /s/ David McClanahan
                                          --------------------------------------
                                          David McClanahan
                                          President and Chief Executive Officer

ATTEST:



        /s/ Richard Dauphin
----------------------------------
Richard Dauphin
Assistant Secretary


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