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HOUSTON INDUSTRIES INCORPORATED
EXHIBIT 10(z)
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HOUSTON INDUSTRIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION TRUST
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HOUSTON INDUSTRIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION TRUST

I N D E X

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ARTICLE I ESTABLISHMENT OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Equitable Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Payment Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III IRREVOCABILITY AND AMENDABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section:
3.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Revocation Upon Unfavorable Ruling or Tax Law Change . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Limited Withdrawal Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV INCORPORATION OF OTHER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section:
4.1 Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Order for Interpretation in the Event of Conflict . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE V LEGAL TREATMENT OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section:
5.1 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.2 Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.3 Alienation and Assignment; Spendthrift Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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5.4 Trust Subject to General Creditors of Each Employer . . . . . . . . . . . . . . . . . . . . . . . 7
5.5 Grantor Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI OPERATION AND TERMINATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section:
6.1 Distributions; Individual Accounts; Termination: . . . . . . . . . . . . . . . . . . . . . . . 10
6.2 Determination of Rights and Benefits of Persons Claiming an Interest
in the Trust; Enforcement of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.3 Payments to Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII POWERS AND DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section:
7.1 General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.2 Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Prudent Man Standard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.4 Compensation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.5 Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.6 Receipt and Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.7 Cooperation with Employers and the Committee . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.8 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
7.9 Direction of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
7.10 Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.11 Appointment of Other Fiduciaries and Service Providers . . . . . . . . . . . . . . . . . . . . 20
7.12 Investment Company Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.13 Limitation of Trustee Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.14 Reliance on Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.15 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VIII ENFORCEMENT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section:
8.1 Right to Sue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.2 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE IX REMOVAL, RESIGNATION AND APPOINTMENT OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . 21
Section:
9.1 Removal of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.2 Resignation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.3 Appointment of Successor Trustee; Transfer of Funds . . . . . . . . . . . . . . . . . . . . . . 22
9.4 Accounting of Removed or Resigned Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

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ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section:
10.1 Controlling Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.2 Income Tax Deferral; ERISA Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.3 Accountability For Funds Received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.4 Non-Recourse Beyond Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.5 Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.6 No Bond Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.7 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.8 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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HOUSTON INDUSTRIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION TRUST

THIS TRUST AGREEMENT is entered into effective as of the
19th day of December, 1995, among HOUSTON INDUSTRIES INCORPORATED, a Texas
corporation (the "Company"), HOUSTON LIGHTING & POWER COMPANY, a Texas
corporation, and HOUSTON INDUSTRIES ENERGY, INC., a Delaware corporation, as
settlors, and THE BANK OF NEW YORK, as Trustee (the "Trustee"), which in
conjunction with the Plans described below, is intended to be maintained, as an
irrevocable, grantor trust for the purpose of setting aside and providing a
specialized funding mechanism for the deferred compensation provided under the
Plans (as defined herein).

W I T N E S S E T H:

WHEREAS, the Company and certain of its subsidiaries and
affiliates (the "Employers") have adopted one or more of the Plans, as herein
defined; and

WHEREAS, each Employer has incurred or expects to incur
liability under the terms of the Plan with respect to the individuals
participating in the Plans; and

WHEREAS, each Employer wishes to establish the Trust (as
herein defined) and to contribute to the Trust assets that shall be held
therein, subject to the claims of such Employer's creditors in the event of
such Employer's insolvency, until paid to the Beneficiaries (as herein defined)
in such manner and at such times as specified in the Plans; and

WHEREAS, it is the intention of the parties that this
Trust shall constitute an unfunded arrangement and shall not affect the status
of the Plans as unfunded plans maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended; and

WHEREAS, it is the intention of the Employers to make
contributions to the Trust to provide themselves with a source of funds to
assist them in the meeting of their liabilities under the Plans.

NOW, THEREFORE, the parties do hereby establish the Trust
and agree that the Trust shall be comprised, held and disposed of as follows:

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ARTICLE I

ESTABLISHMENT OF TRUST

The Employers have transferred and delivered to the Trustee in
Trust the property described in Exhibit A attached to and made a part of this
Trust Agreement for all purposes, which shall become the principal of the Trust
to be held, administered and disposed of by the Trustee as provided in this
Trust Agreement. The Trustee accepts such property in trust under the terms of
this Trust Agreement.

ARTICLE II

DEFINITIONS

For purposes of this Trust Agreement, the following
definitions shall apply:

BENEFICIARIES: The term "Beneficiaries" shall mean any
"participant" or the "beneficiary" of such participant, as those terms are
defined under the Plan. Where the context requires, such a "participant" or
"beneficiary" of a participant shall be deemed to be the Beneficiary of the
Employer for whom the participant performed services when accruing a benefit
under a Plan.

CODE: The term "Code" shall mean the Internal Revenue Code of
1986, as amended (or predecessor or successor codes thereto).

COMPANY: The term "Company" shall mean Houston Industries
Incorporated, a Texas corporation.

COMMITTEE: The term "Committee" shall mean the Benefits
Committee of Houston Industries Incorporated.

EMPLOYER: The term "Employer" shall mean the Company, Houston
Lighting & Power Company and Houston Industries Energy, Inc., or any other of
the Company's affiliates or subsidiaries which adopt the Plan.

EQUITABLE SHARE: The term "Equitable Share" shall mean, with
respect to a particular Plan at a particular time, the net value of the Trust's
assets allocable to such Plan or to a particular Employer participating in such
Plan, as reflected in the separate account maintained for such Employer and/or
such Plan, as the case may be, pursuant to Article VI hereof.

ERISA: The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

PAYMENT SCHEDULE: The term "Payment Schedule" shall mean a
schedule delivered by the Company to the Trustee that indicates the amounts
payable in respect of each Beneficiary that

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provides the amounts so payable, the form in which such amount is to be paid
(as provided for as available under the Plan) and the time of commencement for
payment of such amounts.

PLAN: The term "Plan" shall mean the applicable of the
Houston Industries Incorporated Deferred Compensation Plan, effective September
1, 1985, the Houston Industries Incorporated Deferred Compensation Plan, as
amended and restated effective January 1, 1989, the Houston Industries
Incorporated Deferred Compensation Plan, as amended and restated effective
January 1, 1991, the Houston Industries Incorporated Executive Incentive
Compensation Plan, effective January 1, 1982, the Houston Industries
Incorporated Executive Incentive Compensation Plan, effective January 1, 1985,
the Houston Industries Incorporated Executive Incentive Compensation Plan, as
amended and restated effective January 1, 1989, the Houston Industries
Incorporated Executive Incentive Compensation Plan, as amended and restated
effective January 1, 1991, the Houston Industries Incorporated Benefits
Restoration Plan, effective June 1, 1985 and as amended and restated effective
July 1, 1991, the Houston Industries Incorporated Savings Restoration Plan,
effective January 1, 1991, including any amendments to said Plans, and any
other executive deferred compensation plan for which the Trust has been adopted
as a funding medium thereunder.

TRUST: The term "Trust" shall mean all property transferred
to the Trustee by the Employer and thereafter held by the Trustee pursuant to
this Trust Agreement, including the investments and reinvestments thereof.
This Trust shall be known as the Houston Industries Incorporated Executive
Deferred Compensation Trust.

TRUSTEE: The term "Trustee" shall mean the Trustee designated
herein and any successor Trustee.

ARTICLE III

IRREVOCABILITY AND AMENDABILITY

3.1 General: Except as provided in Section 3.2, subject to the
limited withdrawal right under Section 3.3, this Trust shall be irrevocable for
its term and shall only terminate when all the assets of the Trust have been
distributed in accordance with the terms of the Plan and this Trust Agreement,
and no Employer shall have the right or power to revoke the Trust.

3.2 Revocation Upon Unfavorable Ruling or Tax Law Change: The
provisions of Section 3.1 of this Article III shall not apply and the Trust may
be revoked by the Company in the event that either of the following two events
occurs:

(a) The Internal Revenue Service issues an unfavorable
ruling under Section 451 or other relevant sections of the Code with
respect to the Trust and Plan as a vehicle for providing non-qualified
deferred compensation.

(b) The Company receives an opinion from counsel that, as
a result of a change in the tax law, Beneficiaries will be deemed to
recognize taxable income

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under Section 83, 402(b) or 451 of the Code by reason of the creation
or existence of the Trust.

In the event that either of the foregoing events occurs, the assets of the
Trust shall revert to the Employers (less any unpaid fees and expenses owed to
the Trustee), the amount reverting to be equal to each respective Employer's
Equitable Share of the assets of the Trust at the time of reversion. The
Trustee shall not be responsible for taking any action under this Section 3.2
in the absence of notification from the Company.

3.3 Limited Withdrawal Right: An Employer shall be permitted to
withdraw, upon reasonable notice from the Company and prior to a Change of
Control, up to its Equitable Share from the Trust from time to time; provided,
however, that such withdrawal shall be permitted only if, and to the extent
that, (a) after taking into account such withdrawal, the Employer's Equitable
Share of the Trust's assets equals or exceeds 100% of the actuarially
determined liabilities of the Plans which are attributable to such Employer and
(b) such withdrawal will not at any time during the subsequent 10- year period
materially adversely affect the liquidity of the Trust or otherwise materially
impair the ability of the Trust to make distributions to Beneficiaries pursuant
to the terms of the Plans without having to liquidate Trust assets. Such
actuarial liabilities of the Plans (as set forth under clauses (a) and (b) in
the preceding sentence) shall be determined by an independent actuarial firm
selected by the Committee in its sole discretion, which determination shall be
conclusive and may be relied upon conclusively by the Trustee.

3.4 Amendment: This Trust Agreement may be amended by the express
written agreement of the Company and Trustee executed and acknowledged in the
same form of this Trust Agreement. Notwithstanding the foregoing or any other
provision of this Trust Agreement to the contrary, the Company shall not permit
any amendment to conflict with the terms of the Plans or make the Trust
revocable or permit a reversion or return of Trust assets to an Employer,
except as otherwise expressly provided in this Trust Agreement.

3.5 Change of Control: Upon a Change of Control, the Company
shall, as soon as possible, but in no event longer than 15 days following the
Change of Control, make an irrevocable contribution to the Trust in an amount
that is sufficient to fully fund the entire benefit to which each Beneficiary
would be entitled pursuant to the terms of the Plans as of the date on which
the Change of Control occurred. The amount of the contribution shall be
calculated by the independent service provider retained by the Company that
regularly performs calculations with respect to the Plans (or if no such
service provider exists, by a service provider appointed by the Trustee and
paid from the assets of the Trusts), by determining the present value, as of
the Change of Control date, of all the projected benefits of each Beneficiary
under each of the Plans. The discount rate utilized in the present value
calculation shall be the same as the rate employed for determining liabilities
for benefits under the Houston Industries Incorporated Retirement Plan. The
contribution may be in cash or in kind; provided, however, that if the
contribution is made in a form other than cash, it shall be valued, as of the
time it is made, at net cash surrender value (if a life insurance policy) or
fair market value (if a readily marketable security). For purposes of this
Trust Agreement, a "Change of Control" shall be deemed to have occurred if:

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(a) any "person," including a "group" as determined in
accordance with Section 13(d)(3) of the Securities Exchange Act of
1934 (the "Exchange Act"), is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 30%
or more of the combined voting power of the Company's then outstanding
securities;

(b) as a result of, or in connection with, any tender
offer or exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of
the Board of Directors of the Company or any successor to the Company;

(c) the Company is merged or consolidated with another
corporation and as a result of such merger or consolidation less than
70% of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former
stockholders of the Company, other than (x) affiliates within the
meaning of the Exchange Act, or (y) any party to such merger or
consolidation;

(d) a tender offer or exchange offer is made and
consummated for the ownership of securities of the Company
representing 30% or more of the combined voting power of the Company's
then outstanding voting securities; or

(e) the Company transfers substantially all of its assets
to another corporation which is not a wholly owned subsidiary of the
Company;

provided, however, that unless the Board of Directors of the Company
determines otherwise prior to the date of any event described in the
foregoing clauses (a) - (e) above ("Event"), a "Change of Control"
shall not have occurred if any Event results, directly or indirectly,
in the beneficial ownership by the employees, former employees or
members of the Board of Directors of the Company of:

(x) substantially all of the assets of the
Company; or

(y) securities of the Company representing 30% or
more of the combined voting power of the outstanding
securities of the Company or any successor to the Company.

Notwithstanding the foregoing definition, no Change of Control shall
be deemed to have occurred for purposes of this Agreement unless and
until the Trustee has actual knowledge from a reliable source, not
including an officer of the Company, of such Change of Control. For
this purpose, a report filed with the Securities and Exchange
Commission or a public statement issued by the Company, or a
periodical of general circulation, including but not limited to The
New York Times or The Wall Street Journal, shall be deemed to be a
reliable source.

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ARTICLE IV

INCORPORATION OF OTHER DOCUMENTS

4.1 Other Documents: Each of the Plans is hereby incorporated
herein by reference.

4.2 Order for Interpretation in the Event of Conflict: If a
conflict between the interpretation of this Trust and a Plan occurs, then
precedence shall be given to the provisions of the documents in the following
order:

(a) The Trust; and

(b) The applicable Plan.

To the extent possible, the applicable Plan and Trust shall be interpreted as
mutually consistent. The Trustee may request that the Company interpret any
provision of the Plan and/or Trust, and may conclusively rely upon such
interpretation.

ARTICLE V

LEGAL TREATMENT OF THE TRUST

5.1 Trustee: The Trustee of this Trust is the entity named
herein, and said entity, evidenced by the authorized signature of its agent and
representative hereon, accepts such position. The Trustee shall receive, hold
and disburse the assets designated to be so handled under the relevant Plan in
trust for the Beneficiaries in accordance with the provisions of this Trust
Agreement.

5.2 Contributions:

A. The Employers shall make contributions to this Trust in a form
reasonably acceptable to the Trustee in accordance with the provisions of the
Plans or as may be required by the Committee as a means of providing deferred
compensation to the Beneficiaries. Subject to the foregoing, the Employers
shall transfer to the Trustee all amounts provided for in the Plans in
accordance with the terms and conditions of each Plan or as may be required by
the Committee, to be held by the Trustee, together with the investments and
reinvestments thereof, in TRUST, for the purposes and with the powers and
authorities provided by this Trust Agreement and subject to the terms and
conditions of this Trust Agreement. Each Employer shall have the right at any
time, and from time to time in its sole discretion, to substitute assets of
equal fair market value reasonably acceptable to the Trustee for any asset
previously contributed by it to (and still held in) the Trust. This right is
exercisable by the Employer in a non-fiduciary capacity without the approval or
consent of any person in a fiduciary capacity. Except as otherwise provided in
a particular Plan and this Trust Agreement, all contributions made pursuant to
the provisions of the Plans and this Trust Agreement and all assets and
earnings of the Trust are solely and irrevocably dedicated to the payment of
benefits to the Beneficiaries pursuant to the Plans, and, except as otherwise
provided in Sections 3.2 and 3.3 and in this Section 5.2(A), the Employers
shall have no right or power to direct the Trustee to return to

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them or to divert to others any of the Trust assets before all payments of
benefits have been made to the Beneficiaries pursuant to the terms of the
Plans. The Trustee shall not have the responsibility for determining the
amount of contributions or collecting contributions to the Trust from the
Employers. The Trustee shall only be responsible for assets transferred to the
Trustee by the Employers.

B. The Trustee shall not be required to determine amounts to be
contributed or to take any legal action to collect such amounts or collect,
preserve or maintain any Trust property unless it has been indemnified either
by the Trust itself, with the approval of the Employers, or by the Employers
with respect to any expenses or losses to which it may be subjected by taking
such action. Any property acquired by the Trustee through the enforcement or
compromise of any claim or claims it has as Trustee of this Trust will become a
part of the assets of the Trust.

5.3 Alienation and Assignment; Spendthrift Trust: Except for
debts owed the Employer, the interest of each Beneficiary in this Trust shall
be held subject to a "spendthrift trust" within the meaning of the law of the
State of New York. Subject to the limited right of assignment to Permitted
Assignees in accordance with certain Sections of the Plans, the interest of the
Beneficiaries in the Trust may not be anticipated, alienated, assigned, pledged
or encumbered, voluntarily or involuntarily and any such attempt at
anticipation, alienation, assignment, pledge or encumbrance shall be void, and
such interest is not subject to attachment, garnishment, levy, execution or
other legal or equitable process by, or subject to the claim of, any creditors
of the Beneficiaries, except for debts owed the Employer.

5.4 Trust Subject to General Creditors of Each Employer:

A. The assets of the Trust (including principal and any earnings
thereon) shall be held separate and apart from other funds of each Employer and
shall be used exclusively for the uses and purposes of the Beneficiaries and
general creditors of each such Employer as herein set forth. However, in
accordance with this Section 5.4, an Employer's Equitable Share of the assets
of the Trust shall be treated as general assets of such Employer and, as such,
shall remain subject to claims of the general creditors of the Employer
(including Beneficiaries) under applicable state and federal law, and any
rights created under the Plans or this Trust Agreement shall be mere unsecured
contractual rights of the Beneficiaries against the Employer. No Beneficiary
shall have any preferred claim on or any beneficial ownership in the Trust
prior to the time for distribution to such Beneficiary under the applicable
Plan. Nor shall any Beneficiary with respect to a particular Employer be paid
distributions from the Trust, except from such Employer's Equitable Share of
the Trust. By agreeing to participate or continue to participate in a Plan
(with respect to plans in effect on the date hereof), each Beneficiary who is
or was an employee of an Employer shall, in the event that the Employer with
respect to such Beneficiary becomes insolvent (as hereinafter defined), thereby
waive any priority such Beneficiary may have had under law as an employee with
respect to any claim against the Employer for amounts or benefits payable to
such Beneficiary under such Plan and Trust beyond the rights such Beneficiary
would have as a general creditor.

B. The Trustee shall cease payment of benefits to the
Beneficiaries of an Employer if it receives actual notice in accordance with
this Section 5.4(B) that the Employer is insolvent. An Employer shall be
considered "insolvent" for purposes of this Trust Agreement if (1) the Employer
is unable to pay its debts as they become due or (2) the Employer is subject to
a pending proceeding

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as a debtor under the United States Bankruptcy Code. At all times during the
continuance of this Trust, an Employer's Equitable Share of the assets of the
Trust shall be subject to claims of general creditors of such Employer under
federal and state law in the manner set forth in this Section 5.4(B) below.

(i) The Board of Directors of the Company shall appoint
an individual who shall have the duty to inform the Trustee in writing
of an Employer's insolvency.

(ii) If (x) the individual described in clause (i)
notifies the Trustee that an Employer is insolvent, (y) the Trustee
actually receives a claim from a creditor of an Employer that such
Employer is insolvent or (z) the Trustee is actually served with any
order, process or paper from which it appears that an allegation has
been made to the effect that the Employer is insolvent, the Trustee
shall discontinue payments to the Beneficiaries with respect to such
Employer, and unless the Trustee receives a notice specified under
clause (iii) within 30 days after the first date of such
discontinuance, shall hold the Employer's Equitable Share of the
assets of the Trust for the benefit of the Employer's general
creditors.

(iii) If the Trustee has discontinued making payments to
Beneficiaries with respect to an affected Employer pursuant to clause
(ii), the Trustee shall resume holding the Trust assets for the
benefit of the Beneficiaries of such affected Employer and resume
making any payments under the Plans to the Beneficiaries of such
affected Employer only after (x) the Trustee receives an opinion from
the certified public accountant regularly auditing the Employer's
books that the Employer is not (or no longer is) insolvent and (y) the
resumption of payments is not in contravention of any court order or
automatic stay.

(iv) Unless the Trustee receives a notification specified
in clause (ii), the Trustee shall have no duty to inquire whether the
Employer is insolvent. The Trustee shall not be liable to any person
for any good faith action that it takes in connection with the
insolvency, or alleged insolvency, of an Employer.

(v) Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust pursuant
to clause (iii) with respect to an affected Employer and subsequently
resumes such payments, the first payment following such discontinuance
shall include the aggregate amount of all payments due to
Beneficiaries with respect to such Employer under the terms of the
Plans for the period of such discontinuance, less the aggregate amount
of any payments made to the Beneficiaries by the affected Employer in
lieu of the payments provided hereunder during any such period of
discontinuance. If more than one Employer participates in the Plan
and Trust, the provisions of this Section 5.4(B) shall only apply to
the affected Employer, its Beneficiaries under the Plan, and its
Equitable Share of the assets of the Trust.

C. To the extent described in this Section 5.4(C), the provisions
of Section 5.4(B) of the Trust are expressly made subject to and conditioned on
the Plans' qualifying for an exemption from

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14
Part 4 of Title I of ERISA or the assets of the Trust not constituting "plan
assets" under Title I of ERISA. For purposes of the provisions of Section
5.4(B) of the Trust and notwithstanding any provision of the Trust to the
contrary, if the Company shall provide the Trustee with an opinion of its tax
and ERISA counsel to the effect that the conditions specified in the preceding
sentence are not met, the assets of the Trust shall not be payable to the
general creditors of any Employer and the Trustee shall not have the obligation
to pay the assets of the Trust to any such general creditor prior to a
direction to such effect by a court of competent jurisdiction. To the extent
deemed necessary or appropriate by the Trustee, the Trustee shall pay the
affected Employer's Equitable Share of the assets of the Trust into a court of
competent jurisdiction which shall have interpleader jurisdiction over both the
Employer, the general creditors of the Employer and the Beneficiaries of the
affected Employer. In making its determination as to whether the affected
Employer's Equitable Share of the assets of the Trust shall be paid to such
general creditors, the court of competent jurisdiction shall take into account
the provisions of the first sentence of this Section 5.4(C). If the conditions
of such first sentence are not satisfied, then the affected Employer's
Equitable Share of the assets of this Trust shall not be payable or paid to
such general creditors and shall be held for the exclusive benefit of the
Beneficiaries of the affected Employer in accordance with Part 4 of Title I of
ERISA. In the event that a court of competent jurisdiction reaches the
determination described in the preceding sentence or if the Company provides to
the Trustee the opinion described in the second sentence of this Section
5.4(C), this Trust shall terminate and shall be promptly liquidated by paying
the assets of the Trust to the Beneficiaries (of all the Employers) in a lump
sum distribution of the balance of each Beneficiary's account (or accounts) in
the Trust. The expenses or costs of the Trustee in connection with the
proceedings of such a court of competent jurisdiction or such opinion of
counsel shall be considered to be proper expenses within the meaning of Section
7.8 of this Trust and payable in accordance with the provisions of such
section.

5.5 Grantor Trust: It is intended that the Trust be taxed as a
grantor trust under the provisions of Section 671 and Section 677(a)(2) of the
Code, that the Employers, as grantors, be treated as the "owners" (within the
meaning of those provisions) of their respective Equitable Shares of the assets
of the Trust, and that the Trust be construed accordingly. The Employers shall
file their federal income tax returns in a manner consistent with the
provisions of the preceding sentence.

ARTICLE VI

OPERATION AND TERMINATION OF TRUST

6.1 Distributions; Individual Accounts; Termination:

A. This Trust shall be an accumulation trust. Principal and all
currently earned income shall be accumulated during the term of the Trust. The
Trustee shall hold, manage, invest and reinvest the assets of the Trust,
collect the income therefrom and, after deducting all charges and expenses
properly payable therefrom, hold and distribute the then principal of the Trust
and the income therefrom, all in accordance with, and subject to, the
provisions of the applicable Plan and this Trust Agreement. The Company shall
maintain a separate account reflecting the respective Equitable Share of each
of the Plans and of each of the Employers in the same Plan, and a separate
account reflecting the Equitable Share of each of the Employers in the Trust
assets. The Equitable

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15
Share of each Employer shall consist of the amount of cash and value of other
property (as determined by the Trustee) transferred by the Employer to the
Trustee, plus a proportionate share of the earnings and appreciation (and less
losses and depreciation) of the Trust assets, less payments to Beneficiaries
with respect to such Employer under the Plans. Contemporaneously with the
transfer of assets to the Trustee, the Employer shall furnish the Trustee a
written statement setting forth the amount of such assets to be credited to the
accounts of each of the Plans. The Equitable Share of each Plan shall consist
of the amount of cash and the value of the other property (as determined by the
Trustee) credited to the account of the Plan as described in the preceding
sentence, plus a proportionate amount of the earnings and appreciation (and
less losses and depreciation) of the Trust assets, less payments to
Beneficiaries under such Plan. Amounts credited to the separate account of any
Plan shall not be available for payments under any other Plan. Amounts
credited to the separate account of any Employer in a given Plan shall not be
available for payments with respect to the Beneficiaries of any other Employer
in the same or other Plan. Unless earlier revoked pursuant to the provisions
of Section 3.2 of this Trust Agreement, this Trust shall terminate upon (a) a
complete distribution of the Trust as provided in the Plans or (b) if earlier
and if required by the applicable rule against perpetuities, one day prior to
the last day of the period ending 21 years after the death of the last to die
of the original "participants" under the Plans. The Company shall be solely
responsible for determining the existence and date of termination pursuant to
the preceding sentence and for advising the Trustee of such termination, and
the Trustee may rely conclusively upon the determination of the Company. If
the trust terminates pursuant to clause (b) above then the assets of this Trust
shall be transferred to a successor trust established for this purpose;
provided such a transfer does not result in the taxation of the transferred
assets to the Beneficiaries. Except as otherwise provided in the applicable
Plan or this Trust Agreement, any assets remaining in the Trust at the time of
termination of the Trust shall revert to the Employers, the amount reverting to
be equal to each respective Employer's Equitable Share of the assets of the
Trust at the time of the reversion.

B. The entitlement of a Beneficiary to benefits under a Plan
shall be determined by the Company, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan. The Trustee
shall have no responsibility or liability in respect of the entitlement of any
Beneficiary to benefits under the Plan. Notwithstanding any provision of the
Trust Agreement to the contrary, each Employer shall remain obligated to pay
the benefits under the Plan. Nothing in this Trust Agreement shall relieve any
Employer of its liabilities to pay the benefits except to the extent such
liabilities are met by the application of Trust assets.

C. The Company may make payment of benefits directly to
Beneficiaries as they become due under the terms of the Plans. The Company
shall notify the Trustee of its decision to make payment of benefits directly
at least 10 business days prior to the time amounts are payable to the
Beneficiaries. In addition, if the assets of the Plan are not sufficient to
make payments of benefits to such Beneficiary, the Company shall make the
balance of each such payment as it falls due. The Trustee shall notify the
Company where assets are not sufficient.

D. At least annually, the Company shall supply the Trustee with a
list of participants in the Plans (the "List of Participants") substantially in
the form set forth in Exhibit B attached hereto. The Trustee may rely
conclusively on such List of Participants. Following a Change of Control, the
name of a participant shall not be deleted from such List of Participants
unless the Company files with the Trustee the written consent of such affected
participant.

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6.2 Determination of Rights and Benefits of Persons Claiming an
Interest in the Trust; Enforcement of Trust: The Committee shall have the
authority to determine the existence, non-existence, nature and amount of the
rights and interests of all persons under the Plan and in or to the Trust, and
the Trustee shall have no power, authority, or duty in respect of such matters,
or to question or examine any determination made by the Committee, or any
direction given by the Committee to the Trustee. The Company, other Employers
and the Committee shall have authority, either jointly or severally, to enforce
this Trust Agreement on behalf of any and all persons having or claiming any
interest in the Trust or under this Trust Agreement or the Plans.

6.3 Payments to Beneficiaries: The Company shall deliver to the
Trustee a schedule (the "Payment Schedule"), in a form to be mutually agreed
upon by the Company and the Trustee, that indicates the amounts payable in
respect of each Beneficiary that provides the amounts so payable, the form in
which such amount is to be paid (as provided for or available under the Plan)
and the time of commencement for payment of such amounts. Such Payment
Schedule may only be amended or revised following a Change of Control if the
Company files the consent(s) of the affected Beneficiaries with the Trustee.
Except as otherwise provided herein, the Trustee shall make payments to the
Beneficiaries in accordance with such Payment Schedule, and shall not make any
payments to any Beneficiary until such Beneficiary's Payment Schedule has been
received by the Trustee from the Company. The Trustee shall not make any
payments to Beneficiaries from the Trust not set forth on a Payment Schedule
even though the Trustee may be informed from another source that payments are
due under the Plan. Any amount payable under this Section 6.3 under a Plan
that has individual participant accounts shall be charged against such
Beneficiary's account and no payment with respect to a Beneficiary shall be
made in excess of the amount then credited to such Beneficiary's account. In
accordance with written instructions from the Company which may be relied upon
exclusively by the Trustee, the Trustee shall make provision for the reporting
and withholding of any federal, state or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to the terms of the
Plans and shall pay amounts withheld to the appropriate taxing authorities.
The Trustee may rely upon, and shall be under no duty to verify, amounts
payable and other instructions contained in the Payment Schedule delivered to
the Trustee by the Company, and may, by receipt of a certification to that
effect by the Company, determine that any federal, state or local taxes that
may be required to be withheld with respect to the payment of benefits pursuant
to the terms of the Plans have been reported, withheld and paid by the Company.
The entitlement of a Beneficiary to benefits under the Plans shall be
determined by the Committee or such party as it shall designate under the
Plans, and any claim for such benefits shall be considered reviewed under the
procedures set out in the Plans. The Company may make payment of benefits
directly to Beneficiaries as they become due under the terms of the Plans. The
Company shall notify the Trustee of its decision to make payment of benefits
directly to a Beneficiary not currently receiving benefits from the Company at
least 10 business days prior to the time amounts are payable to Beneficiaries.
In addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plans, the Company shall make the balance of each such payment as it falls due.
The Trustee shall notify the Company where principal and earnings are not
sufficient. In the event the Company makes payment of benefits as permitted in
this Section 6.3, the Company shall provide the Trustee with a schedule of all
benefits, and taxes attributable thereto, that have been paid by the Company
within 15 days after the end of the quarter in which such payments have been
made.

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ARTICLE VII

POWERS AND DUTIES OF TRUSTEE

7.1 General Powers: Except as provided herein to the contrary
(including requirements herein that the Trustee act pursuant to authorization
or direction), the Trustee shall have all the powers granted trustees under the
laws of the State of New York, as amended from time to time, and shall have the
power to perform every act necessary or appropriate to carry out the terms of
this Trust to the maximum extent permitted by law, including, without
limitation, the following:

(a) The receipt of contributions from the respective
Employers under the Plans;

(b) The investment of Trust assets only in such forms of
investment and pursuant to an investment policy as authorized and
directed by the Committee; provided, however, that in no event may the
Trust assets be invested in common stock or preferred stock of the
Company. The Trustee is hereby authorized and directed by the
Committee to invest in any whole life insurance policies described on
Exhibit C and other whole life insurance policies all as may be
directed by the Committee in accordance with the Committee's
direction, all as is more particularly described in Section 7.2 of
this Trust Agreement. The Trustee is also hereby authorized and
directed to invest any funds not otherwise invested in accordance with
the Committee's direction in a short-term investment fund, which is a
money market fund maintained by the Trustee for group trust accounts
("STIF Fund"). Authorized investments by the Trustee are subject to
change only by the direction of the Committee in accordance with
Section 7.9 of this Trust Agreement. Any income from whatever source
of investments authorized hereunder shall be invested in the STIF Fund
until or unless the Committee directs otherwise.

(c) If so directed by the Committee, the assets of this
Trust may be invested and reinvested in such personal property
investments and insurance and annuity contracts as appropriate and
consistent with the investment directions communicated by the
Committee, including without limiting the generality of the foregoing:
common and preferred stocks (excluding the common or preferred stock
of the Company); trusts and participation certificates; bonds;
debentures; covered call options; notes secured by personal property;
obligations of governmental bodies, both domestic and foreign; notes,
commercial paper and other evidences of indebtedness, secured or
unsecured, including variable amount notes; convertible securities of
all types and kinds; mutual funds shares; interest-bearing savings or
deposit accounts with any federally-insured bank (including the
Trustee) or savings and loan association; and any other personal
property permitted as investments under applicable law. Further, the
assets of this Trust may be invested and reinvested in such forms of
collective investments as may be consistent with the investment
directives communicated by the Committee.

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18
(d) The Trustee shall follow the directions of the
Committee regarding the investment and reinvestment of Trust funds and
the voting of common stock, and shall be under no duty or obligation
to review any investment to be acquired, held or disposed of pursuant
to such directions nor to make any recommendations with respect to the
disposition or continued retention of any such investment. The
Trustee shall have no liability or responsibility for acting without
question on the direction of, or failing to act in the absence of any
direction from, the Committee.

(e) The entering into and performance of any agreement;

(f) Subject to the provisions of Section 5.2(B) of this
Trust Agreement, the undertaking of any legal action, whether as
plaintiff or defendant, on behalf of the Trust;

(g) The payment of any tax or assessment incurred in the
administration of the Trust;

(h) The employment of any person, including attorneys,
accountants, investment managers and agents, to advise and assist the
Trustee in the performance of its duties;

(i) The execution and delivery of all instruments
necessary or appropriate to accomplishing or facilitating the exercise
of the Trustee's powers;

(j) The borrowing of money from any source as may be
necessary or advisable to effectuate the purposes of the Trust on such
terms and conditions as the Trustee, in the Trustee's absolute
discretion, may deem advisable, and for this purpose to mortgage or
pledge on a nonrecourse basis the assets of the Trust;

(k) To release, in the discretion of the Trustee, any
fiduciary power at any time, whole or in part, temporarily or
permanently, whenever the Trustee may deem it advisable, by
acknowledged instrument;

(l) To keep any and all securities or other assets of the
Trust in the name of some other person or entity with a power of
attorney for the transfer attached or in bearer or Federal Reserve
Book - Entry form or in the name of the Trustee without disclosing the
fiduciary capacity of the Trustee;

(m) Subject to the provisions of Section 7.12 of this
Trust Agreement, to vote, either in person or by proxy, any share of
stock held as part of the assets of the Trust;

(n) To hold cash uninvested at any time and in any amount
pending investment pursuant to the terms of the Plans; and

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19
(o) The exercise of all rights associated with the assets
of the Trust, it being the express intent of the parties that in no
event shall such rights be exercisable by, or rest with, the
Beneficiaries.

Notwithstanding any powers granted to the Trustee pursuant to
this Trust Agreement or applicable law, (i) if an insurance policy is held as
an asset of the Trust, the Trustee shall have no power to name a beneficiary of
the policy other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a successor
trustee, or to loan to any person other than the Trust the proceeds of any
borrowing against such policy and (ii) the Trustee shall not have any power
that could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of Section 301.7701-2 of the procedural
and administrative regulations promulgated pursuant to the Internal Revenue
Code.

7.2 Insurance Policies: With respect to the investment of the
Trust in whole life insurance policies ("Insurance Policies"), the Committee
shall direct the Trustee in the exercise of the powers set forth in Articles VI
and VII and the Trustee shall exercise such powers in the manner directed in
writing by the Committee. It shall be the duty of the Trustee to act strictly
in accordance with each direction of the Committee relating to the investment
of the Trust in Insurance Policies and the Trustee shall not have any duty to
question any such direction. The Trustee shall not have any duty to review any
such Insurance Policies held in the Trust pursuant to such direction, or to
make suggestions to the Committee with respect to the exercise or non-exercise
of any of the said powers. The Trustee shall be under no liability for any
loss of any kind which may result by reason of any action taken by it in
accordance with any direction of the Committee or by reason of its failure to
exercise any of the said powers in respect of such Insurance Policies because
of the failure of the Committee to give such direction.

(a) The Trustee, upon written direction of the Committee,
shall pay from the Trust such sums to such insurance company or
companies or other financial institutions (collectively referred to as
an "insurance company") as the Committee may direct for the purpose of
procuring individual or group policies of life insurance (hereinafter
referred to as "Policies"). The Committee shall prepare, or cause to
be prepared in such form as it shall prescribe, the application for
any Policy to be applied for under any or all of the Plans and this
Trust and the Trustee shall execute such application. The Committee
shall inform the Trustee the portion of each policy to be allocated to
each Employer and each Plan for purposes of determining Equitable
Shares pursuant to Section 6.1, and the Trustee may conclusively rely
upon such information. The Trustee shall receive and hold in the
Trust, subject to the provisions hereinafter set forth in this
Section, all Policies obtained pursuant to the Plans.

(b) The Trustee shall be the complete and absolute owner
of Policies held in the Trust and, upon written direction of the
Committee, shall have power, without the consent of any other person,
to collect and receive all dividends or other payments of any kind
payable with respect to any Policy held in the Trust or to leave the
same with the issuing insurance company; to convert from one form to
another any Policy held in the Trust; to change the person or persons
designated in any Policy

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20
to receive the proceeds; to designate any mode of settlement of the
proceeds of any Policy held in the Trust; to sell or assign any Policy
held in the Trust; to surrender for cash any Policy held in the Trust;
to borrow sums of money from the issuing insurance company upon any
Policy or Policies issued by it and held in the Trust, provided that
the Trustee shall borrow such sums only in respect of all Policies for
the time being held in the Trust and upon a uniform basis; to agree
with the insurance company issuing any Policy to any release,
reduction, modification or amendment thereof; and, without limitation
of any of the foregoing, to exercise any and all of the rights,
options or privileges that belong to the absolute owner of any Policy
held in the Trust or that are granted by the terms of any such Policy
or by the terms of this Trust Agreement.

(c) The Trustee shall have no discretion with respect to
the exercise of any of the foregoing powers or to take any other
action permitted by any Policy held in the Trust, but shall exercise
such powers or take such action only upon the written direction of the
Committee; the Trustee shall have no duty to exercise any of such
powers or to take any such action unless and until it shall have
received such direction. The Trustee, upon the written direction of
the Committee, shall deliver any Policy held in the Trust to such
person or persons as may be specified in the direction.

(d) The Trustee shall hold in the Trust the proceeds of
any sale, assignment or surrender of any Policy held in the Trust and
any and all dividends and other payments of any kind received in
respect to any Policy held in the Trust, and shall distribute and/or
allocate such proceeds in accordance with the directions of the
Committee.

(e) If the Trustee shall have borrowed any sums of money
upon any Policy held in the Trust, it shall have no duty to repay any
part of the money so borrowed, notwithstanding the fact that
thereafter it may have sufficient funds to make such repayment, unless
and until it shall have both received written direction from the
Committee to make the repayment and have sufficient funds to make such
payment at the time of such direction.

(f) Upon the written direction of the Committee, the
Trustee shall pay from the Trust premiums, assessments, dues, charges
and interest, if any, upon any Policy held in the Trust. The Trustee
shall have no duty to make any such payment unless and until it shall
have received such direction. The written direction of the Committee
to pay the premiums becoming due on any Policy specified in the
direction shall be sufficient authority for the Trustee to pay any and
all bills presented to it for premiums or the amount specified in any
premium notice received from the insurance company issuing the Policy,
and for such purposes the Trustee may use any money held by it as part
of the Trust at the time the payment is due, unless the Committee
shall have directed that such money shall not be used for such
purpose. If the moneys held by the Trustee in the Trust at any time
and available for the payment of premiums are not sufficient to pay
all sums then due on all Policies held

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21
in the Trust, the Trustee immediately shall notify the Committee of
the amount of the deficiency, and the Committee shall make payment of
the sum before the expiration of the last day of grace for such
payment; and the Trustee shall be under no duty or obligation to pay
any such amount if the Trustee shall have given such notice, unless
(i) the Committee shall direct the Trustee to pay from the funds
available a specified sum or sums upon a specified Policy or Policies
or (ii) the Committee shall pay the amount of the deficiency to the
Trustee at least five days before the date of expiration of the grace
period, and in either event, the Trustee immediately shall pay over
the same to the issuing insurance company or companies.

(g) Upon the direction of the Committee, the Trustee
shall have power to execute all necessary receipts and releases to any
insurance company issuing any Policy or Policies held in the Trust,
and, upon written advice from the Committee and at the direction of
the Committee that the proceeds of any Policy held in the Trust have
become payable, shall make reasonable efforts in accordance with
directions from the Committee to collect such sums as may appear to be
due; but the Trustee shall have no duty to begin or maintain any
action, suit or legal proceeding to collect the proceeds of any Policy
unless it is in possession of funds sufficient for the purpose or
unless it has been indemnified to its satisfaction for its counsel
fees, costs, disbursements and all other expenses and liabilities to
which it in its judgment may be subjected by beginning or maintaining
the action, suit or other legal proceeding. The Trustee may use the
assets of the Trust to defray the expenses incurred in connection with
collection and enforcing payment of that Policy. The Trustee shall
have power, with the written approval of the Committee, to compromise
and adjust claims arising out of any Policy held in the Trust upon
such terms and conditions as it may deem just, and the discretion of
the Trustee shall be binding and conclusive upon all persons
interested in the Trust.

(h) Any insurance company may deal with the Trustee as
sole owner of any Policy issued by it and held in the Trust, without
inquiry as to the authority of the Trustee to act, and may accept and
rely upon any written notice, instruction, direction, certificate or
other communication from the Trustee believed by it to be genuine and
to be signed by an officer of the Trustee. No insurance company shall
be required to look into the terms of this Trust Agreement, or to
question any action of the Trustee or to see that any action of the
Trustee is authorized by the terms of this Trust Agreement.

(i) The Trustee shall follow directions of the Committee
concerning the exercise or non-exercise of any powers or options
concerning any Policy held in the Trust. Notwithstanding any other
provision of this Trust Agreement to the contrary, the Company hereby
agrees to indemnify the Trustee and hold it harmless from and against
any claim or liability which may be asserted against the Trustee by
reason of its acting on any direction from the Committee or failing to
act in the absence of any such direction with respect to any Policy or
the acquisition of any Policy or exercise of any right of option
thereunder.

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(j) Notwithstanding any of the foregoing provisions or
any other provision in this Trust Agreement, the Committee hereby
directs the Trustee to pay the premiums on the Policies listed on
Exhibit C and to borrow the full cash surrender value on each such
Policy (in accordance with such procedures as the Committee and the
Trustee may mutually agree upon) to the extent permitted under such
Policies. Further, the Committee hereby directs that the Trustee
shall not make any payments to Beneficiaries unless and until directed
in writing to do so by the Committee pursuant to Section 6.3 of this
Trust Agreement.

(k) With respect to any and all future Policies other
than those listed on Exhibit C, the Trustee shall not act in any
manner with regard to such future Policies, including but not limited
to paying premiums thereon, borrowing the cash surrender value thereof
or making payments to Beneficiaries thereunder, unless and until
directed in writing to do so by the Committee.

7.3 Prudent Man Standard: Except to the extent otherwise provided
in this Trust Agreement or the Plans, in acquiring, investing, reinvesting,
exchanging, retaining, selling, supervising and managing trust property, the
Trustee shall exercise the judgment and care under the current circumstances
that persons of ordinary prudence, discretion and intelligence exercise in the
management of their own affairs, not in regard to speculation, but in regard to
the permanent disposition of their funds, considering the probable income from
as well as the probable increase in value and the safety of their capital.
Provided, however, except as may otherwise be provided under applicable law
which cannot be waived, the Trustee shall incur no liability to any person or
entity for any action taken pursuant to a direction, request or approval (given
by any Employer, the Committee or any agent appointed or representing such
person or persons) contemplated by the terms of this Trust Agreement (or for
the actions of an investment manager appointed hereunder) and to that extent
shall be relieved of the prudent man standard regarding investments of the
Trust. The Trustee will be under no duties whatsoever, except such duties as
are specifically set forth as such in this Trust Agreement, and no implied
covenant or obligation will be read into this Trust against the Trustee.

7.4 Compensation of Trustee: The Trustee shall be paid reasonable
compensation for its services as set forth in Exhibit D attached hereto. Such
payment shall be made by the person designated in Section 7.8 of this Trust
Agreement.

7.5 Reliance by Third Parties: Any person dealing in good faith
with the Trustee or in good faith assisting the Trustee in conducting a
transaction shall be entitled to rely without inquiry upon the representation
that the Trustee has the power it purports to exercise and has exercised such
power in accordance with the provisions of this Trust Agreement, and in such
event such person shall not be responsible for the application of money or
property paid or delivered to the Trustee.

7.6 Receipt and Disbursement of Funds: The Trustee shall receive
all contributions from the Employers and disburse the Trust in accordance with
the provisions of the Plans and the terms of this Trust Agreement.

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7.7 Cooperation with Employers and the Committee: The Trustee
shall (i) exert reasonable efforts to cooperate with the Employers, the
Committee and any investment manager or third party recordkeeper as to any
filings, reports and disclosures required by United States federal, state and
local law (but the Trustee shall only be required to act pursuant to directions
in connection with such filings and disclosures) and (ii) keep accurate and
detailed records of all investments, receipts, disbursements, and all other
transactions required to be made, including such specific records as shall be
agreed upon in writing between the Employer and the Trustee. Within 30 days
(or such other reasonable time mutually agreeable to the Trustee and the
Company) following the end of each Plan Year during the term of this Trust, the
Trustee shall provide the Employers and the Committee with a verified written
statement of accounts based on the Trustee's best information and knowledge in
a form which shall substantially reflect the following:

(a) The period covered by the account;

(b) The total principal with which the Trustee is
chargeable according to the last preceding written statement of
accounts or the original principal if there is no preceding statement;

(c) An itemized schedule of all principal, cash and
property received and disbursed, distributed, or otherwise disposed of
during the period;

(d) An itemized schedule of income received and
disbursed, distributed, or otherwise disposed of during the period;
and

(e) The balance of principal and income remaining at the
close of the period, how invested, and both the inventory and current
market values of all investments.

Any information transmitted by the Trustee to the Employers and the Committee
hereunder shall be certified to as complete and accurate by the Trustee. The
Trustee shall not be responsible for complying with the provisions of this
Section 7.7 to the extent that the underlying administrative responsibility has
been allocated to a third party in accordance with the applicable Plan. Any
information required to be provided for the preparation of any annual reporting
and disclosure materials shall be provided on an annual basis not less than 30
days prior to the time required for filing the applicable report, disclosure or
return (including extensions thereof), unless each Employer and the Trustee
shall in writing have agreed to a later date for the provision of such
information. The statements provided in accordance with the above shall be
deemed correct and final and binding as to all parties 90 days after receipt by
the Employers except to the extent objected to prior to the end of such period.

7.8 Payment of Expenses:

A. The expenses incurred by the Trustee in the performance of its
duties, including reasonable fees for legal services rendered to the Trustee
(whether or not rendered in connection with a judicial or administrative
proceeding) and including, without limitation, all brokerage fees and transfer
tax expenses and other expenses incurred in connection with the sale or
purchase of

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investments and all real and personal taxes, income taxes and other taxes of
any kind at any time levied or assessed upon the Trust or any property included
in the Trust and the costs of the accounting described in Section 7.7 above;

B. Any compensation paid to the Trustee in accordance with
Section 7.4 above; and

C. All other proper charges and disbursements of the Trustee

shall be paid by the Trust unless paid by the Employers.

7.9 Direction of Investments: The Committee shall have the right
and affirmative obligation and duty to establish the investment policy and to
select (and to direct the Trustee as to) the investment alternatives provided
in Section 7.1(b) of the Trust Agreement and to modify them from time to time,
and the Trustee shall have sole and exclusive authority and responsibility to
invest and reinvest the assets of the Trust Fund as directed by the Committee
in accordance with said investment policy and in said investment alternatives.
No Beneficiary shall have the right to make directions to the Committee as to
the investment to be made of the amounts in such Beneficiary's account
maintained by the Committee.

7.10 Valuation: The Trustee shall value the Trust at the fair
market value of the assets in the Trust as of the last business day of each
Plan year and upon such other dates as may be determined by the Company or the
Trustee or as may be specified under the Plan. The determination of the
Trustee with respect to the fair market value of any asset shall be final and
conclusive. In making such valuation, the Trustee shall deduct all charges,
expenses and other liabilities, if any, contingent or otherwise, then
chargeable against the Trust, in order to give effect to income realized and
expenses paid or incurred, losses sustained, and unrealized gains or losses
constituting appreciation or depreciation in the value of the Trust investments
since the last previous valuation.

7.11 Appointment of Other Fiduciaries and Service Providers: The
Company and Trustee agree that either party with the prior consent of the other
may appoint third parties to be allocated administrative or investment
responsibilities under the Trust as mutually agreeable between the Company and
Trustee, including recordkeeping and investment fund managers or sponsors. In
addition, the Committee may appoint employees of the Company or other third
parties to act as its agent and on its behalf in carrying out any or all of its
administrative responsibilities under the Trust; provided, however, that
contemporaneously with or within 10 days after any such appointment, the
Committee shall notify the Trustee of such appointment and delegation of
administrative duties hereunder.

7.12 Investment Company Shares: The voting rights of any shares of
any investment company held in the Trust shall be exercised in accordance with
the direction given the Trustee by the Committee.

7.13 Limitation of Trustee Liability: The Trustee shall not be
liable to the Trust or to any person having a beneficial interest in the Trust
for any losses or decline in value which may be incurred upon any investment of
the Trust assets, as long as the Trustee acts in good faith and in accordance
with the terms of the applicable Plan and this Trust Agreement. The Trustee
shall not

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25
be liable for any act or omission by the Trustee, because of a direction of any
Employer or the Committee; nor for any act or omission of any Beneficiary, any
Employer or the Committee, or any other agent appointed by any Employer or the
Committee except to the extent required by applicable state or federal law
under which liability cannot be waived.

7.14 Reliance on Information: When the Trustee acts in good faith,
the Trustee, in all matters pertaining to the Trustee's management and
investment of the Trust, may rely upon any notice, resolution, instruction,
direction, order, certificate, opinion, letter, telegram or other document
believed by the Trustee to be genuine, to have been signed by a proper
representative of any Beneficiary, any Employer, the Committee or any
investment manager or third party recordkeeper, if one is appointed, and to be
the act of any Beneficiary, any Employer, the Committee or the investment
manager or third party recordkeeper, as the case may be. The Trustee shall
accept any certificate or other instrument duly signed by a proper
representative of any Beneficiary, any Employer, the Committee or the
investment manager or third party recordkeeper, if one is appointed which
purports to evidence an instruction, direction or order of any Beneficiary, any
Employer, the Committee or the investment manager or third party recordkeeper,
as the case may be, as conclusive evidence thereof.

7.15 Indemnification: Each Employer hereby, jointly and severally,
agrees to indemnify and hold harmless the Trustee from and against any and all
losses, claims, damages, liabilities, costs and expenses, including but not
limited to, liability for any judgments, settlements consented to in writing by
the Trustee, which consents will not be unreasonably withheld, and reasonable
attorneys fees arising out of or in connection with or as a direct or indirect
result of its serving as Trustee of the Trust established under this Trust
Agreement, (including but not limited to the Trustee's acts or omissions with
respect to (a) the voting of any share of stock held as part of the assets of
the Trust, or (b) the determination of insolvency of any Employer and the
Trustee's acts or omissions in accordance with the terms and provisions of the
Trust following any determination of insolvency of any Employer or any acts of
the Trustee in accordance with the terms and provisions of Section 5.4(C) of
this Trust Agreement), except only those losses, claims, charges, liabilities,
costs and expenses, if any, arising out of or in connection with or as a direct
or indirect result of the Trustee's bad faith, ordinary negligence or willful
neglect or breach of trust. The Trustee shall promptly notify each Employer of
any claim, action or proceeding for which it may seek indemnity. Such
indemnity is a continuing obligation and shall be binding on each Employer and
its successors, whether by merger or otherwise, and assigns. In addition, such
indemnity shall survive the resignation or removal of the Trustee and/or the
liquidation of the Trust.

ARTICLE VIII

ENFORCEMENT AND REMEDIES

8.1 Right to Sue: The Trustee may maintain on behalf of the Trust
in its representative capacity a civil action for any legal or equitable remedy
against a third person that it could maintain in its own right if it were the
party aggrieved. The preceding sentence shall not require the Trustee to
maintain any action, except as specifically provided for in this Trust
Agreement.

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26
8.2 Liens: The Trustee is entitled to a lien against the Trust:

(a) for any unpaid expenses properly chargeable against
the Trust; and

(b) for payment of its compensation under Section 7.4 of
this Trust Agreement.

ARTICLE IX

REMOVAL, RESIGNATION AND
APPOINTMENT OF TRUSTEES

9.1 Removal of Trustee: The Trustee may be removed at any time by
the Company. No such removal shall take effect until 30 days from the date
that a written notice was delivered to the Trustee unless prior thereto a
successor Trustee shall have been appointed and accepted and the Trustee
consents to such earlier date.

9.2 Resignation of Trustee: The Trustee may resign at any time
upon 30 days written notice delivered to the Company.

9.3 Appointment of Successor Trustee; Transfer of Funds: The
Company shall appoint a qualified corporate fiduciary as Trustee to replace a
removed or resigned Trustee and such appointment shall be made not later than
the effective date of such removal or resignation of such Trustee. If no such
appointment has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses
of the Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust. The predecessor Trustee shall assign,
transfer and pay over the assets of the Trust to the successor Trustee and
shall complete such transfer within 60 days after the effective date of such
Trustee's removal or resignation. The predecessor Trustee is authorized,
however, to reserve such sum of money as is reasonable for the payment of its
fees and expenses in connection with the settlement of its account or
otherwise, and any balance of such reserve remaining after the payment of such
fees and expenses shall be paid over to the successor Trustee.

9.4 Accounting of Removed or Resigned Trustee: Any Trustee
removed under Section 9.1 above shall remain as Trustee until its successor
shall have been appointed, but not more than 30 days following notice of
removal. Within 90 days following the expiration of the 30-day period
following its removal or resignation, the Trustee shall provide the Committee
and each Employer with a full and final accounting. The written approval of
such an accounting by the Company, or the failure of the Committee and the
Company to notify the Trustee of their disapproval of such an accounting within
90 days after its receipt shall be final and binding as to the Trustee's
administration of the Trust for the applicable accounting period upon the
Employer and all persons who have or may thereafter have an interest in the
Trust.

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27
ARTICLE X

MISCELLANEOUS

10.1 Controlling Law: This Trust has been entered into in the
State of New York and except to the extent preempted by ERISA or other federal
law shall be construed and enforced in accordance with the laws of New York.

10.2 Income Tax Deferral; ERISA Status: This Trust is intended to
comply with the law and rulings under Sections 83, 402(b), 451 and 671 of the
Code and the economic benefit and constructive receipt doctrines thereunder,
including the ruling positions and criteria of the Internal Revenue Service as
in effect from time to time, and the related rulings and regulations, which
result in a deferral of income tax to the Beneficiaries. This Trust is also
intended to comply with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and
the related rules and regulations thereunder, applying to unfunded plans
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees.

10.3 Accountability For Funds Received: The Trustee shall be
accountable only for funds or other property received by it pursuant to the
Plans and Trust.

10.4 Non-Recourse Beyond Trust Assets: The rights of any
Beneficiary or other person under the Plans and the Trust shall be limited to
the assets of the Trust at any given time. No Employer shall be deemed a
guarantor of or be held liable for any benefits under the Plan beyond the
current assets of the Trust. Notwithstanding the provisions of the preceding
two sentences, the rights of a Beneficiary against the Employer with respect to
such Beneficiary for the payment of benefits under the Plans shall be preserved
in accordance with the provisions of Section 5.4(A) of this Trust Agreement in
the event that the assets of this Trust are paid to the general creditors of
the Employer in accordance with the provisions of Section 5.4(B) of this Trust
Agreement. The provisions of this Section 10.4 shall not limit the rights of
the Beneficiaries under this Trust Agreement or as otherwise allowed by law
with respect to the Trustee.

10.5 Facility of Payment: If the Committee determines that a payee
under this Trust Agreement is unable to care for his own affairs because of
physical or mental condition or minority, any such payment (unless a claim
shall have been made therefor by a duly appointed guardian or other legal
representative) may be made to the payee's guardian or spouse, or to any
descendant, parent, relative, or other person determined by the Committee to be
trustworthy to utilize the payment for the benefit of the payee, and the
payments so made shall completely discharge the liability of the Trustee with
respect thereto.

10.6 No Bond Required: Except as otherwise required by law, no
Trustee acting hereunder shall be required to give bond or other security in
any jurisdiction.

10.7 Gender and Number: To the extent required by the context
herein, each gender shall include the masculine, the feminine and the neuter,
and each number shall include the singular and the plural.

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28
10.8 Execution in Counterparts: This Trust may be executed in
counterparts, each of which shall be deemed an original.

10.9 Severability: Any provision of this Trust Agreement that is
determined to be prohibited by law shall be ineffective to the extent of any
such prohibition, without invalidating the remaining provisions hereof.

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29
IN WITNESS WHEREOF, the parties hereto have executed this
TRUST AGREEMENT effective as of the day and year first above written.

HOUSTON INDUSTRIES INCORPORATED

By /s/ D. D. Sykora
----------------------------------
D. D. Sykora
Chairman of the Benefits Committee
ATTEST:

/s/ Richard B. Dauphin
- ---------------------------------
Assistant Corporate Secretary

HOUSTON LIGHTING & POWER COMPANY

By /s/ R. S. Letbetter
----------------------------------
ATTEST:

/s/ Richard B. Dauphin
- ---------------------------------
Assistant Corporate Secretary

HOUSTON INDUSTRIES ENERGY, INC.

By /s/ Lee W. Hogan
----------------------------------
ATTEST:

/s/ Richard B. Dauphin
- ---------------------------------
Assistant Corporate Secretary

THE BANK OF NEW YORK

By /s/ James Catera
----------------------------------
ATTEST: Vice President

/s/ Ellen R. Whalen
- ---------------------------------
Assistant Vice President

- 24 -
30
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this day personally
appeared D. D. Sykora, Chairman of the Benefits Committee of HOUSTON INDUSTRIES
INCORPORATED, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same
as the act of the said HOUSTON INDUSTRIES INCORPORATED, a corporation, and that
he executed the same as the act and deed of such corporation for the purposes
and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 19th day of
December, 1995.

/s/ Monica J. Huseby
------------------------------------
Notary Public, State of Texas

THE STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this day personally
appeared R. S. Letbetter, President and COO of HOUSTON LIGHTING & POWER
COMPANY, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as
the act of the said HOUSTON LIGHTING & POWER COMPANY, a corporation, and that
he executed the same as the act and deed of such corporation for the purposes
and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 21st day of
December, 1995.

/s/ Marita Kylene Hoffman
------------------------------------
Notary Public, State of Texas

[seal] Marita Kylene Hoffman
Notary Public, State of Texas
My Commission Expires 10/16/96

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31
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this day personally
appeared Lee W. Hogan , President and COO of HOUSTON INDUSTRIES ENERGY, INC.,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same as the
act of the said HOUSTON INDUSTRIES ENERGY, INC., a corporation, and that he
executed the same as the act and deed of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 21st day of
December, 1995.

/s/ Marita Kylene Hoffman
------------------------------------
Notary Public, State of Texas

[seal] Marita Kylene Hoffman
Notary Public, State of Texas
My Commission Expires 10/16/96

THE STATE OF NEW YORK )
)
COUNTY OF NEW YORK )

BEFORE ME, the undersigned authority, on this day personally
appeared James Catera, Vice President of THE BANK OF NEW YORK, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as the act of the said THE
BANK OF NEW YORK, a corporation, and that he executed the same as the act and
deed of such corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 5th day of January, 1996.

Notary Public, State of New York

[seal] Albert T. Tarantola
------------------------------------
Notary Public, State of New York
Qualified in Richmond County
My Commission Expires August 31, 1996

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EXHIBIT A

One Thousand and no/100 Dollars ($1,000.00)

A-1
33
EXHIBIT B

FORM OF LIST OF PARTICIPANTS

Pursuant to Section 6.1 of the Trust Agreement, dated as of
_______________, 199__, between _______________________ (the "Company") and The
Bank of New York as Trustee, the Company provides the following list of
Participants in the Plan:

Dated: _________________, 199___

[COMPANY]

By
Authorized Officer

B-1
34
EXHIBIT C

[LIST OF POLICIES]

C-1
35
EXHIBIT D

The Bank of New York
Proposed Schedule of Fees
for the
Houston Industries Incorporated
Executive Deferred Compensation Trust

ANNUAL FEES

These fees are payable quarterly. There are no initial set-up fees with the
establishment/conversion of the trust to The Bank of New York.

ADMINISTRATIVE FEES: $ 15,000

This fee includes normal administrative, asset reporting, and trust fiduciary
tax reporting functions under the trust.

SPECIAL ASSET FEE: $ 3,000

This fee is for each passive, commingled investment fund, mutual fund, and
company stock account held as an asset per issuer.

There will be a $500 fee for each additional asset held in an account and a
$7.50 charge per annum for an insurance policy held in an account.

TRANSACTION FEES:

Security Transaction, per security transaction $ 15.00
Lump Sum Payment, per check plus postage $ 12.50
Periodic Payment, per check plus postage $ 2.00
Wire Transfers, per transfer $ 15.00
Overnight Delivery As Incurred

SPECIAL TRANSACTION FEES

Change of Control, per event $ 12,000
Insolvency, per event $ 12,000
Termination of the Trust, per event $ 3,500
Proxy Services As Incurred
Convert to Pay Status, per participant $ 100.00

D-1
36
SPECIAL REPORTING FEES:

Schedule of Beneficial Interest (plan accounting)
per investment pool $ 1,500
per plan, per investment pool $ 250

INVESTMENT MANAGEMENT FEE:

Minimum $6,250 (exclusive of the schedule of additional charges below)

Based on Market Value of Principal

1.25% on the first $5,000,000
1.00% on the next $5,000,000
.75% on the next $10,000,000
.50% on the next $10,000,000
.25% on the balance balance

SCHEDULE OF ADDITIONAL CHARGES:

A special fee of $250 is payable for reviewing and accepting an investment
which requires special handling, such as an investment in a limited
partnership.

OUT-OF-POCKET EXPENSES

Fees as quoted above do not include any out-of-pocket expenses including, but
not limited to, facsimile, stationery, postage, telephone, overnight courier,
and messenger costs. These expenses will be billed, at our cost, when
incurred.

EXTERNAL COUNSEL FEES

Fees quoted do not include external counsel fees. A bill for counsel fees
incurred up to closing will be presented for payment on the closing date.

MISCELLANEOUS SERVICES

In the event of a Change in Control, the annual Administrative Fee increases to
$25,000. This fee is not inclusive of the Special Asset Fees, Transaction
Fees, or Investment Management Fees, if applicable.

The charges for performing services not contemplated at the time of the
execution of the documents or not specifically covered elsewhere in the
schedule will be determined by appraisal in amounts commensurate with the
service. These extraordinary services may partially be classified as
amendments and releases; the preparation of special or interim reports which
the trustee or agent must submit to security holders; unusual studies,
considerations and actions taken with respect to

D-2
37
document provisions; and the custody of collateral which is diversified,
voluminous in bulk or which involves the trustee or agent in unusual activity.

TERMS OF PROPOSAL

The Bank of New York's final acceptance of this appointment is subject to the
full review and approval of all related documentation and financials and our
conflict investigation. Please note that if this transaction does not proceed
to a successful conclusion, you will be responsible for paying any expenses
incurred for this transaction.

D-3