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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the
Commission Only (as permitted by
rule 14A-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-12

TEXAS GENCO HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO OF TEXAS GENCO HOLDINGS, INC.]

Texas Genco Holdings, Inc.

Notice of Annual Meeting of Shareholders
to be held on May 29, 2003
and Proxy Statement

Table of Contents

Page
----

Notice of Annual Meeting of Shareholders
Proxy Statement............................................................. 1
Voting Information....................................................... 1
Information About Directors.............................................. 2
Stock Ownership.......................................................... 5
Executive Compensation Tables............................................ 6
Retirement Plans, Related Benefits and Other Arrangements................ 8
Report of the Audit Committee............................................ 10
Principal Accounting Firm Fees........................................... 11
Ratification of Appointment of Independent Auditors...................... 11
Shareholder Proposals for 2004 Annual Meeting............................ 11
Director Nominations for 2004 Annual Meeting............................. 12
General Information...................................................... 12
Section 16(a) Beneficial Ownership Reporting Compliance.................. 12
Transactions and Arrangements between CenterPoint Energy and Texas Genco. 12
Annual Report to Shareholders............................................ 14
Appendix I--Texas Genco Holdings, Inc. Audit Committee Charter.............. I-1

[LOGO]

Notice of Annual Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend the Texas Genco Holdings, Inc. 2003
annual meeting of shareholders. The meeting will be held in the auditorium at
1111 Louisiana, Houston, Texas, at 9:00 a.m. Central Time on Thursday, May 29,
2003. At the meeting, shareholders will be asked to:

. elect eight Directors for one-year terms;

. ratify the appointment of Deloitte & Touche LLP as independent auditors
for Texas Genco Holdings, Inc. for 2003; and

. conduct other business if properly raised.

Shareholders of record at the close of business on April 14, 2003 are
entitled to vote. Each share entitles the holder to one vote. You may vote
either by attending the meeting or by proxy card. For specific voting
information, please see "Voting Information" on page 1. Even if you plan to
attend the meeting, please sign, date and return the enclosed proxy card.

Sincerely,

/s/ Scott E. Rozzell
Scott E. Rozzell
Executive Vice President,
General Counsel and Corporate
Secretary

Dated and first mailed
to shareholders
on April 28, 2003

TEXAS GENCO HOLDINGS, INC.
1111 Louisiana
Houston, Texas 77002
(713) 207-1111

PROXY STATEMENT

Voting Information

Who may vote. Shareholders recorded in our stock register on April 14, 2003,
may vote at the meeting. As of that date, there were 80,000,000 shares of our
common stock outstanding. Each share of common stock has one vote.

CenterPoint Energy currently indirectly owns 64,764,240 shares, or
approximately 81%, of our common stock. CenterPoint Energy will be able to vote
these shares at our annual meeting and intends to vote them in favor of the
director candidates and in favor of the ratification of independent auditors.

Voting by proxy or in person. Your vote is important. You may vote in person
at the meeting or by proxy. We recommend you vote by proxy even if you plan to
attend the meeting. You may always change your vote at the meeting if you are a
holder of record or have a proxy from the record holder. Giving us your proxy
means that you authorize us to vote your shares at the meeting in the manner
you indicated on your proxy card. You may vote for all, some, or none of our
director candidates. You may also vote for or against the ratification of
independent auditors or abstain from voting.

If you sign and return the enclosed proxy card but do not specify how to
vote, we will vote your shares in favor of the director candidates and in favor
of the ratification of independent auditors. If any other matters properly come
before the annual meeting, we will vote the shares in accordance with our best
judgment and discretion, unless you withhold authority to do so in the proxy
card.

Your proxy may be revoked before it is voted by submitting a new proxy with
a later date, by voting in person at the meeting, or by giving written notice
to Mr. Scott E. Rozzell, Corporate Secretary, at Texas Genco's address shown
above.

If you plan to attend the meeting and your shares are held by banks, brokers
or investment plans (in "street name"), you will need proof of ownership to be
admitted to the meeting. A recent brokerage statement or letter from your
broker or bank are examples of proof of ownership.

Quorum needed. In order to carry on the business of the meeting, we must
have a quorum. This means at least a majority of the outstanding shares of
common stock eligible to vote must be represented at the meeting, either by
proxy or in person. The shares owned by CenterPoint Energy are sufficient to
represent a quorum.

Votes needed. The director candidates receiving the most votes will be
elected to fill the open seats on the Board. Ratification of the appointment of
independent auditors requires the favorable vote of a majority of the shares of
common stock voted for or against the matter. Abstentions and broker non-votes
count for quorum purposes. For voting purposes, however, abstentions and broker
non-votes do not affect whether the appointment of independent auditors is
ratified. Broker non-votes occur when a broker returns a proxy but does not
have authority to vote on a particular proposal. The shares owned by
CenterPoint Energy are sufficient to ensure the requisite votes.

Information About Directors

Texas Genco's Board of Directors consists of one class of directors having
terms of one year each. Directors serve until their respective successors are
elected and qualified, or until resignation or removal. The Board's nominees
for director are J. Evans Attwell, Donald R. Campbell, Robert J. Cruikshank,
Patricia A. Hemingway Hall, David M. McClanahan, Scott E. Rozzell, David G.
Tees and Gary L. Whitlock. If any nominee becomes unavailable for election, the
Board of Directors can name a substitute nominee and proxies will be voted for
each substitute nominee pursuant to discretionary authority, unless withheld.

Information about each of the nominees, each of whom is a current director
of Texas Genco, is set forth below. Texas Genco's parent company, CenterPoint
Energy, Inc., was organized in 2001 as a subsidiary of Reliant Energy,
Incorporated. In a restructuring that took place on August 31, 2002,
CenterPoint Energy became the parent holding company for Reliant Energy, Texas
Genco and other subsidiaries.

J. Evans Attwell, age 72, is the former managing partner of Vinson & Elkins
L.L.P. in Houston, Texas and is currently of counsel to that firm. Mr. Attwell
has been a director of Texas Genco since March 2003.

Donald R. Campbell, age 62, is primarily engaged in managing his personal
investments in Houston, Texas. Prior to his retirement in September 2000, he
was the Chief Financial Officer of Sanders Morris Harris Group, a NASDAQ listed
regional investment banking firm. He previously served as Vice Chairman of the
board of directors and Chief Financial Officer of Pinnacle Global Group. Mr.
Campbell has been a director of Texas Genco since March 2003. He also serves on
the board of directors of Sanders Morris Harris.

Robert J. Cruikshank, age 72, is primarily engaged in managing his personal
investments in Houston, Texas. Prior to his retirement in 1993, he was a Senior
Partner in the accounting firm of Deloitte & Touche LLP. Mr. Cruikshank has
been a director of Texas Genco since March 2003. He also serves as a director
of Kaiser Aluminum Corporation, MAXXAM Inc., Texas Biotechnology Corporation
and Weingarten Realty Investors and as an advisory director of Compass
Bank--Houston. He has been a director of CenterPoint Energy and its
predecessors since 1993 but will retire from the board of CenterPoint Energy at
its annual meeting on May 7, 2003.

Patricia A. Hemingway Hall, age 50, is President of BlueCross BlueShield of
Texas, Inc., a division of Health Care Service Corporation. She has served in
various executive officer capacities with Health Care Service Corporation and
its subsidiaries since 1993. Ms. Hemingway Hall has been a director of Texas
Genco since March 2003.

David M. McClanahan, age 53, has been the Chairman of Texas Genco's board of
directors since January 2003 and was the sole director of Texas Genco from its
formation in August 2001 to December 2002. Mr. McClanahan has also served on
the board of directors and as the President and Chief Executive Officer of
CenterPoint Energy since September 2002. He served as the Vice Chairman of
Reliant Energy from October 2000 to September 2002 and as President and Chief
Operating Officer of Reliant Energy's Delivery Group since 1999. He also served
as the President and Chief Operating Officer of Reliant Energy HL&P from 1997
to 1999. He has served in various other executive capacities with Reliant
Energy since 1986. He previously served as Chairman of the Board of Directors
of the Electric Reliability Council of Texas, Inc. and Chairman of the Board of
the University of St. Thomas. He currently serves on the boards of the Edison
Electric Institute, American Gas Association and Interstate Natural Gas
Association of America.

Scott E. Rozzell, age 54, is Texas Genco's Executive Vice President, General
Counsel and Corporate Secretary. He has been a director of Texas Genco since
March 2003. Mr. Rozzell has also served as the Executive Vice President,
General Counsel and Corporate Secretary of CenterPoint Energy since September
2002. He served as Executive Vice President and General Counsel of the Delivery
Group of Reliant Energy from March 2001 to September 2002. Prior to joining
Reliant Energy, Mr. Rozzell was a senior partner in the law firm of Baker Botts
L.L.P.

David G. Tees, age 58, is Texas Genco's President and Chief Executive
Officer. He has been a director of Texas Genco since December 2002. Mr. Tees
served as Senior Vice President, Generation Operations of Reliant Energy from
1998 through August 2002. He also served as Vice President of Energy Production
of Reliant Energy HL&P from 1986 through 1998. Mr. Tees has served on the
executive committee of the Edison Electric Institute Energy Supply Subcommittee
and presently represents CenterPoint Energy as a Research Advisory Committee
Member of the Electric Power Research Institute and is the Chairman of the
Board of the STP Nuclear Operating Company.

Gary L. Whitlock, age 53, is Texas Genco's Executive Vice President and
Chief Financial Officer. He has been a director of Texas Genco since March
2003. Mr. Whitlock has also served as the Executive Vice President and Chief
Financial Officer of CenterPoint Energy since September 2002. He served as
Executive Vice President and Chief Financial Officer of the Delivery Group of
Reliant Energy from July 2001 to September 2002. Mr. Whitlock served as the
Vice President, Finance and Chief Financial Officer of Dow AgroSciences, a
subsidiary of The Dow Chemical Company, from 1998 to 2001.

The Board of Directors recommends a vote FOR all nominees for Director.

Recent Corporate Transactions

As part of its business separation plan under the Texas electric
restructuring law, on August 31, 2002, CenterPoint Energy became the parent
holding company for Reliant Energy, Texas Genco and other subsidiaries. As part
of the restructuring, Reliant Energy conveyed the formerly regulated electric
generating assets of its electric utility division, Reliant Energy HL&P, to its
indirect wholly owned subsidiary, Texas Genco. Also as part of the
restructuring, on September 30, 2002, CenterPoint Energy distributed its
remaining equity interest in Reliant Resources, Inc. to its shareholders.
Reliant Resources, to which Reliant Energy had previously transferred
substantially all of its unregulated businesses, ceased to be affiliated with
CenterPoint Energy as of that date. On January 6, 2003, CenterPoint Energy
distributed approximately 19 percent of the common stock it owned in Texas
Genco to CenterPoint Energy's shareholders. Reliant Resources has an option
exercisable in January 2004 to purchase all of the shares of common stock of
Texas Genco owned by CenterPoint Energy.

Board Organization and Committees

The Board of Directors directs the management of the business and affairs of
Texas Genco. The Board appoints committees to help carry out its duties. The
current Board of Directors was constituted in March 2003. From December 2002 to
March 2003, the Board was comprised of two directors, appointed by CenterPoint
Energy, who were also executive officers of Texas Genco. Before December 2002,
the Board was comprised of a sole director appointed by CenterPoint Energy. As
of the date of this proxy statement, Texas Genco had the following committees:

The Audit Committee was formed in March 2003 and has two non-employee
director members: Mr. Campbell (Chairman) and Mr. Attwell. This committee
oversees accounting and internal control matters. The duties of the committee
include selection of the firm of independent auditors to audit the financial
statements of Texas Genco and its subsidiaries and reviewing and approving the
plan and scope of the independent auditors' audit and non-audit services and
related fees. Each of the members of the Audit Committee is independent as
defined by the listing standards of the New York Stock Exchange. During 2002,
the functions of the audit committee were performed for Texas Genco by
CenterPoint Energy's audit committee.

The Compensation Committee was formed in April 2003 and has two non-employee
director members: Mr. Cruikshank (Chairman) and Ms. Hemingway Hall. The duties
of the committee include oversight of compensation and benefits for Texas
Genco's senior officers, including salary, bonus and incentive awards. The
committee has responsibility for incentive compensation plans and reviews human
resources programs. During 2002, the functions of the compensation committee
were performed for Texas Genco by CenterPoint Energy's compensation committee.

Compensation of Directors

CenterPoint Energy and Texas Genco employees receive no extra pay for
serving as directors of Texas Genco. Compensation for each non-employee
director consists of an annual retainer fee of $30,000 and a fee of $1,000 for
each Board and committee meeting attended. The Chairmen of the Audit Committee
and the Compensation Committee receive the compensation payable to other
non-employee directors plus a supplemental annual retainer of $2,000 each.

Texas Genco director Robert J. Cruikshank is also a director of CenterPoint
Energy and is expected to retire from the board of CenterPoint Energy at its
annual meeting in 2003. As a non-employee director of CenterPoint Energy, Mr.
Cruikshank receives an annual retainer fee of $30,000, a fee of $1,200 for each
board and committee meeting attended and an annual grant of 1,000 shares of
CenterPoint Energy common stock. Commencing in January 2004 following
completion of his board service at CenterPoint Energy's 2003 annual meeting,
Mr. Cruikshank will receive benefits under CenterPoint Energy's director
benefits plan in the form of an annual cash amount equal to the annual retainer
in effect when he terminates service, payable for a number of years equal to
the number of full years of service as a director of CenterPoint Energy (ten
years).

Mr. Cruikshank also participates in CenterPoint Energy's executive life
insurance plan described under "Retirement Plans, Related Benefits and Other
Arrangements." This plan provides endorsement split-dollar life insurance with
a death benefit equal to six times the director's annual retainer, excluding
any supplemental retainer, with coverage continuing after the director's
termination of service at age 65 or later. The annual premiums due on the
policies are payable solely by CenterPoint Energy and, in accordance with the
Internal Revenue Code, the directors must recognize imputed income, which is
currently based on the policyholder's one-year term rates. The plan also
provides for CenterPoint Energy to make tax reimbursement payments to make the
directors whole on an after-tax basis for the liability associated with this
imputed income. Upon the death of the insured, the director's beneficiaries
will receive the specified death benefit, and CenterPoint Energy will receive
any balance of the insurance proceeds in excess of the death benefit. The plan
is designed so that the proceeds CenterPoint Energy ultimately receives are
sufficient to cover the cumulative premiums paid and the after-tax cost to
CenterPoint Energy of the tax reimbursement payments.

Mr. Cruikshank also served as a non-employee director of Reliant Resources
during a period in 2002 when Reliant Resources was a subsidiary of CenterPoint
Energy, and received retainer and meeting fees for that service of $23,400.

Stock Ownership

The following table shows stock ownership as of April 1, 2003 of known
beneficial owners of more than 5% of Texas Genco's common stock, each director,
the President and Chief Executive Officer, and the executive officers and
directors as a group. The directors and officers, individually and as a group,
beneficially own less than 1% of Texas Genco's outstanding common stock. For
directors and executive officers, stock ownership is also shown for CenterPoint
Energy, the parent company of Texas Genco. Beneficial ownership is determined
in accordance with Rule 13d-3 under the Securities Exchange Act, and except as
otherwise indicated the respective holders have sole voting and investment
powers over such shares.

Number of Shares of Number of Shares of
Texas Genco CenterPoint Energy
Name Common Stock Common Stock
- ---- ------------------- -------------------

CenterPoint Energy, Inc.................................... 62,764,240/(1)/ N/A
J. Evans Attwell........................................... 1,340/(2)(3)/ 25,000/(3)/
Donald R. Campbell......................................... -0- -0-
Robert J. Cruikshank....................................... 350 7,000/(4)/
Patricia A. Hemingway Hall................................. -0- -0-
David M. McClanahan........................................ 3,083/(5)/ 444,364/(6)/
Scott E. Rozzell........................................... 493/(5)/ 136,636/(6)/
David G. Tees.............................................. 1,090/(2)(5)/ 77,555/(2)(6)/
Gary L. Whitlock........................................... 713/(5)/ 52,296/(6)/
All of the above officers and directors and other executive
officers as a group (10 persons)......................... 9,759/(5)/ 939,388/(6)/

- --------
(1) Shares are held indirectly through CenterPoint Energy's wholly owned
subsidiary Utility Holding, LLC and represent approximately 81% of the
outstanding common stock of Texas Genco.
(2) Includes shares held by spouse.
(3) Includes shares held in family foundation.
(4) Includes shares held jointly with spouse.
(5) Includes shares of Texas Genco common stock held under CenterPoint Energy's
savings plan, as to which the participants do not have voting power but
retain dispositive power.
(6) Includes shares covered by CenterPoint Energy stock options that are
exercisable within 60 days as follows: Mr. McClanahan, 376,425 shares; Mr.
Rozzell, 118,864 shares; Mr. Tees, 52,324 shares; Mr. Whitlock, 34,371
shares; and the group, 722,218 shares. Also includes shares of CenterPoint
Energy common stock held under CenterPoint Energy's savings plan, for which
the participant has sole voting power (subject to such power being
exercised by the plan's trustee in the same proportion as directed shares
in the savings plan are voted in the event the participant does not
exercise voting power).

Executive Compensation Tables

Texas Genco has entered into a transition services agreement with
CenterPoint Energy under which CenterPoint Energy provides Texas Genco various
corporate support services that include accounting, finance, investor
relations, planning, legal, communications, governmental and regulatory affairs
and human resources, as well as information technology services and other
previously shared services such as corporate security, facilities management,
accounts receivable, accounts payable and payroll, office support services and
purchasing logistics. These services consist generally of the same types of
services as have been provided on an intercompany basis prior to CenterPoint
Energy's distribution of approximately 19% of Texas Genco's common stock. As a
result of the arrangements set forth in the transition services agreement,
Texas Genco's President and Chief Executive Officer is the only executive
officer whose compensation is required by Securities and Exchange Commission
("SEC") rules to be described in the tables set forth below. Reported
compensation for 2000 and 2001 was paid by CenterPoint Energy.

The compensation committee of CenterPoint Energy's board of directors
determined the compensation of Texas Genco's executive officers for 2002.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
-----------------------
Annual Compensation Awards Payouts
---------------------------------- ----------- -----------
Securities
Other Annual Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Compensation/(1)/ Options/(2)/ Payouts/(3)/ Compensation/(4)/
- --------------------------- ---- -------- -------- ---------------- ----------- ----------- ----------------

David G. Tees........... 2002 $216,750 $154,980 $ 640 37,300 $ 67,227 $35,353
President and Chief 2001 207,500 85,853 1,876 19,610 143,401 34,415
Executive Officer 2000 200,000 160,000 488 21,781 49,634 26,445

- --------
(1) The amounts shown include tax reimbursement payments related to imputed
income under the executive life insurance plan for Mr. Tees for each year
and other tax reimbursement payments during 2001.
(2) Securities underlying options are shares of CenterPoint Energy common stock.
(3) Amounts shown represent the dollar value of CenterPoint Energy common stock
paid out in that year based on the achievement of performance goals for the
cycle ending in the prior year plus dividend equivalent accruals during the
performance period.
(4) 2002 amounts include (a) matching contributions to the CenterPoint Energy
savings plan and accruals under the related savings restoration plan of
$27,174; (b) the term portion of the premiums paid under the executive life
insurance plan of $994; and (c) accrued interest on deferred compensation
that exceeds 120% of the applicable federal long-term rate of $7,185.

CENTERPOINT ENERGY OPTION GRANTS IN 2002

Shares % of 2002 Exercise/Base Grant
Underlying Employee Purchase Date
Options Option Price Per Expiration Present
Name Granted/(1)(2)/ Grants Share/(2)/ Date Value/(3)/
---- -------------- --------- ------------- ---------- ---------

David G. Tees ...... 37,300 1.20% $6.83 03/04/2012 $52,220

- --------
(1) Option grants vest in one-third increments per year generally from the date
of grant (so long as the officer remains an employee of CenterPoint Energy
or its subsidiaries). All options would immediately vest upon a change in
control of CenterPoint Energy, as defined in CenterPoint Energy's long-term
incentive plan. A "change in control" generally is deemed to have occurred
if (a) any person or group becomes the direct or indirect beneficial owner
of 30% or more of CenterPoint Energy's outstanding voting securities,
unless acquired directly from CenterPoint Energy; (b) a majority of the
CenterPoint Energy board members changes; (c) there is a merger or
consolidation of, or involving, CenterPoint Energy (a "transaction")
unless, (i) more than 70% of the surviving corporation's outstanding voting
securities is owned by former shareholders of CenterPoint Energy, (ii) if
the transaction involves CenterPoint Energy's acquisition of another
entity, then the total fair market value of such consideration, plus
long-term debt of the entity or business being acquired, does not exceed
50% of the total fair market value of CenterPoint Energy's outstanding
voting securities, plus CenterPoint Energy's

consolidated long-term debt (determined immediately prior to the
consummation of the transaction by a majority of the incumbent CenterPoint
Energy board), (iii) no person is the direct or indirect beneficial owner of
30% or more of the then-outstanding shares of voting stock of the parent
corporation resulting from the transaction and (iv) a majority of the
members of the board of directors of the parent corporation resulting from
the transaction were members of the CenterPoint Energy board immediately
prior to consummation of the transaction; or (d) the sale or disposition of
70% or more of CenterPoint Energy's assets (an "asset sale") unless (i)
individuals and entities that were beneficial owners of CenterPoint Energy's
outstanding voting securities immediately prior to the asset sale are the
direct or indirect beneficial owners of more than 70% of the
then-outstanding voting securities of CenterPoint Energy (if it continues to
exist) and of the entity that acquires the largest portion of the assets (or
the entity, if any, that owns a majority of the outstanding voting stock of
such acquiring entity) and (ii) a majority of the members of CenterPoint
Energy board (if CenterPoint Energy continues to exist) and of the entity
that acquires the largest portion of the assets (or the entity, if any, that
owns a majority of the outstanding voting stock of such acquiring entity)
were members of the CenterPoint Energy board immediately prior to the asset
sale.
(2) In January 2003 the number of shares subject to all outstanding CenterPoint
Energy options, and the per share exercise price, were adjusted to give
effect to the distribution of Texas Genco common stock to CenterPoint
Energy's shareholders, in accordance with a formula designed to preserve
the intrinsic value of the options.
(3) Grant date present value is calculated using a Black-Scholes option pricing
model assuming a five-year term, volatility of 48.95%, the then-current
annual dividend of $.64 per share and a risk-free interest rate of 2.83%.
Actual gains, if any, will be dependent on future performance of the common
stock.

CENTERPOINT ENERGY YEAR-END OPTION VALUES

Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
Name/(1)/ December 31, 2002 December 31, 2002/(2)/
-------- ------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

David G. Tees ...... 20,610 62,596 $ -- $62,291

- --------
(1) Mr. Tees did not exercise any options in 2002.
(2) Based on the average of the high and low sales prices of the common stock
of CenterPoint Energy on the New York Stock Exchange Composite Tape, as
reported in The Wall Street Journal for December 31, 2002.

CENTERPOINT ENERGY LONG-TERM INCENTIVE PLAN--AWARDS IN 2002/(1)/

Estimated Future Payouts Under
Non-Stock Price-Based Plans/(2)/
--------------------------------
Target
Number Performance Threshold Number Maximum
of Period Until Number of Number
Name Shares Payout of Shares Shares of Shares
---- ------ ------------ --------- ------ ---------

David G. Tees ....... 7,000 12/31/2004 3,500 7,000 10,500

- --------
(1) Amounts shown are potential payouts of awards in cash, common stock of
CenterPoint Energy, or a combination thereof under CenterPoint Energy's
long-term incentive plan. These awards have a three-year performance cycle.
Payouts will be based on a total CenterPoint Energy shareholder return
measure (compared to a peer group of companies in which at least 80% of
revenues are generated from regulated operations) and certain business unit
performance goals weighted 25% and 75%, respectively. If a change in
control occurs (as described in footnote (1) to the CenterPoint Energy
Option Grants in 2002 table), such amounts will be paid in cash at the
maximum level, without regard to the achievement of performance goals.
(2) The table does not reflect dividend equivalent accruals during the
performance period.

EQUITY COMPENSATION PLAN INFORMATION

Texas Genco had no equity compensation plans as of December 31, 2002.

Retirement Plans, Related Benefits and Other Arrangements

PENSION PLAN TABLE/(1)/

Final Average Estimated Annual Pension Based on Years of Service/(2)/
Annual ------------------------------------------------------
Compensation 35 or
At Age 65 more
------------- ----

$300,000 $196,929
400,000 264,829

- --------
(1) Mr. Tees participates in CenterPoint Energy's retirement plan. Prior to
January 1, 1999, the retirement plan accrued benefits based on a
participant's years of service, final average pay and covered compensation.
Final average annual compensation means the highest compensation for 36
consecutive months out of the 120 consecutive months immediately preceding
retirement, based solely on base salary and bonus amounts. For purposes of
the table above, final average compensation is frozen as of December 31,
2008 pursuant to the terms of the retirement plan. Mr. Tees' benefits are
not expected to exceed the amounts reflected in that table. Mr. Tees had 35
years of credited benefit service under the retirement plan as of December
31, 2002. Mr. Tees has a retention agreement with CenterPoint Energy dated
October 15, 2001 that provides for benefits upon the occurrence of certain
events in connection with the anticipated sale of Texas Genco. The
retention agreement provides for a supplemental retirement benefit to be
determined by a set formula under the retirement plan of CenterPoint Energy
at the time of Mr. Tees' termination of employment with CenterPoint Energy
(if such termination occurs prior to December 31, 2005). The benefit would
be offset by any transition retirement benefit or similar benefit provided
by either CenterPoint or a purchaser in connection with the Texas Genco
sale. The estimated amount of such supplemental benefit (assuming no
offset) as of June 1, 2004 is $853,700.
(2) Amounts are determined on a single-life annuity basis and are not subject
to any deduction for Social Security or other offsetting amounts. The
qualified retirement plan limits compensation and benefits in accordance
with provisions of the Internal Revenue Code. Retirement benefits based on
compensation above the qualified plan limit or in excess of the limit on
annual benefits are provided through the benefit restoration plan.

CenterPoint Energy maintains an executive benefits plan that provides
certain salary continuation, disability and death benefits to certain key
officers of CenterPoint Energy and certain of its subsidiaries. Mr. Tees
participates in this plan pursuant to an individual agreement that generally
provides for (a) a salary continuation benefit of 100% of his current salary
for 12 months after death during active employment and then 50% of salary for
nine years or until the deceased officer would have attained age 65, if later,
and (b) if Mr. Tees retires after attainment of age 65, an annual
postretirement death benefit of 50% of his preretirement annual salary payable
for six years.

CenterPoint Energy has an executive life insurance plan providing
split-dollar life insurance in the form of a death benefit for designated
officers. This plan provides endorsement split-dollar life insurance, with
coverage continuing after the officer's termination of service at age 65 or
later. Mr. Tees' retention agreement provides that he will be treated as having
attained age 65 as of the date of his termination of employment with
CenterPoint Energy or its subsidiaries for purposes of this plan. Mr. Tees has
single-life coverage equal to two times current salary. The annual premiums are
payable solely by the employer. In accordance with the Internal Revenue Code,
Mr. Tees must recognize imputed income currently based on the policyholder's
one-year term rates, and the plan provides for the employer to make a
reimbursement payment to make the officer whole on an after-tax basis for the
liability associated with the imputed income. Upon the death of the insured,
the officer's beneficiaries will receive the specified death benefit, and the
employer will receive any balance of the insurance proceeds payable in excess
of the specified death benefit. This plan is designed so that the proceeds
received are expected to be sufficient to cover cumulative outlays to pay
premiums and the after-tax cost of the tax reimbursement payments. There is no
arrangement or understanding under which any covered individual will receive or
be allocated any interest in any cash surrender value under any policy. Persons
who become officers of CenterPoint Energy or its subsidiaries after 2001 are
not eligible to participate in this plan.

From 1985 through 1988, CenterPoint Energy had in effect a deferred
compensation plan that permitted eligible participants to defer a percentage of
that year's salary (up to 25% or 40%, depending on age) and up to 100% of that
year's annual bonus. Fixed rates of 19% to 24% were established for the salary
and bonus deferrals during these plan years as a result of then-higher
prevailing rates and other factors. Current accruals of the above-market
portion of the interest on deferred compensation amounts are included in the
"All Other Compensation" column of the Summary Compensation Table. For
employees who attain the age of 60 during employment and participate in the
deferred compensation plan, amounts deferred plus earnings are distributable in
15 equal annual installments commencing at the later of age 65 or termination
of employment. If a participating employee terminates prior to age 60, the
deferred compensation plan provides for a lump sum payment of all deferrals
plus interest earned to the date of distribution. This lump sum payment is
automatically made within 90 days of the participant's termination date. The
lump sum payment for Mr. Tees under the terms of the deferred compensation plan
would be approximately $161,000 assuming his termination date was June 1, 2004.
Under the terms of his retention agreement, for purposes of this plan, Mr. Tees
will be treated as if he had reached age 60 as of the date of his termination
of employment with CenterPoint Energy. His benefits calculated in accordance
with his retention agreement would be $73,721 per year for 15 years beginning
at age 65.

CenterPoint Energy maintains a trust agreement with an independent trustee
establishing a "rabbi trust" for the purpose of funding benefits payable to
participants (including Mr. Tees) under CenterPoint Energy's deferred
compensation plans, executive incentive compensation plans, benefit restoration
plan and savings restoration plan, also referred to as the "Designated Plans."
The trust is a grantor trust, irrevocable except in the event of an unfavorable
ruling by the Internal Revenue Service as to the tax status of the trust or
certain changes in tax law. It is currently funded with a nominal amount of
cash. Future contributions will be made to the grantor trust if and when
required by the provisions of the Designated Plans or when required by
CenterPoint Energy's Benefits Committee. The Benefits Committee consists of
officers of CenterPoint Energy designated by the Board of Directors and has
general responsibility for funding decisions, selection of investment managers
for CenterPoint Energy's retirement plan and other administrative matters in
connection with other employee benefit plans of CenterPoint Energy. If there is
a change in control of CenterPoint Energy (defined in a manner generally the
same as the comparable definition in CenterPoint Energy's long-term incentive
plan), the grantor trust must be fully funded, within 15 days following the
change in control, with an amount equal to the entire benefit to which each
participant would be entitled under the Designated Plans as of the date of the
change in control (calculated on the basis of the present value of the
projected future benefits payable under the Designated Plans). The assets of
the grantor trust are required to be held separate and apart from the other
funds of CenterPoint Energy and its subsidiaries, but remain subject to claims
of general creditors under applicable state and federal law.

Report of the Audit Committee

During 2002, Texas Genco was a wholly owned subsidiary of CenterPoint
Energy, and relevant audit committee functions were performed by CenterPoint
Energy's audit committee in connection with the audit of CenterPoint Energy's
consolidated financial statements. On March 17, 2003, following the
distribution of approximately 19 percent of Texas Genco's common stock to
CenterPoint Energy's shareholders, Texas Genco's Board of Directors constituted
the Audit Committee consisting of directors Donald R. Campbell and J. Evans
Attwell. The Audit Committee's charter is attached as Appendix I. On April 16,
2003, Texas Genco's Audit Committee reappointed, subject to shareholder
ratification, Deloitte & Touche LLP as Texas Genco's independent auditors.

Donald R. Campbell, Chairman
J. Evans Attwell

Principal Accounting Firm Fees

Aggregate fees billed to Texas Genco during the fiscal years ending December
31, 2002 and 2001 by Texas Genco's principal accounting firm, Deloitte & Touche
LLP, the member firms of Deloitte Touche Tohmatsu and their respective
affiliates are set forth below. CenterPoint Energy's audit committee has
considered whether the provision of the non-audit services described below is
compatible with maintaining the principal accountant's independence.

Year Ended December 31, 2002
----------------------------

Audit fees............................ $595,000
Audit-related fees.................... 137,582/(1)/
--------
Total audit and audit-related fees. 732,582
Tax fees.............................. --
All other fees........................ --
--------
Total fees......................... $732,582
========
Year Ended December 31, 2001
----------------------------
Audit fees............................ $493,640
Audit-related fees.................... --
--------
Total audit and audit-related fees. 493,640
Tax fees.............................. --
All other fees........................ --
--------
Total fees......................... $493,640
========

- --------
(1) Includes fees for consulting services provided with respect to internal
controls related to Texas Genco's qualified scheduling entity operations.

Ratification of Appointment of Independent Auditors

The Audit Committee of the Board of Directors has appointed Deloitte &
Touche LLP as independent auditors to conduct the annual audit of Texas Genco's
accounts for the year 2003. Ratification requires the affirmative vote of a
majority of shares of common stock voted for or against the matter. If the
appointment is not ratified by the shareholders, the Audit Committee will
reconsider the appointment.

Representatives of Deloitte & Touche LLP will be present at the annual
meeting and will have an opportunity to make a statement if they wish. They
will be available to respond to appropriate questions from shareholders at the
meeting.

The Board of Directors recommends a vote FOR the ratification of the
appointment of Deloitte & Touche LLP as independent auditors.

Shareholder Proposals for 2004 Annual Meeting

Any shareholder who intends to present a proposal at the 2004 annual meeting
of shareholders and who requests inclusion of the proposal in Texas Genco's
2004 proxy statement and form of proxy in accordance with applicable SEC rules
must file such proposal with Texas Genco by December 30, 2003.

Texas Genco's bylaws also require advance notice of other proposals by
shareholders to be presented for action at an annual meeting. In the case of
the 2004 annual meeting, the required notice must be received by

Texas Genco's Corporate Secretary between December 1, 2003 and February 29,
2004. The bylaws require that the proposal must constitute a proper subject to
be brought before the meeting and that the notice must contain prescribed
information, including a description of the proposal and the reasons for
bringing it before the meeting, proof of the proponent's status as a
shareholder and the number of shares held and a description of all arrangements
and understandings between the proponent and anyone else in connection with the
proposal as well as other procedural requirements. If the proposal is for an
amendment of the bylaws, the notice must also include the text of the proposal
and be accompanied by an opinion of counsel to the effect the proposal would
not conflict with Texas Genco's Articles of Incorporation or Texas law. A copy
of the bylaws describing the requirements for notice of shareholder proposals
may be obtained by writing Mr. Scott E. Rozzell, Corporate Secretary, at Texas
Genco's address shown above.

Director Nominations for 2004 Annual Meeting

Texas Genco's bylaws provide that a shareholder may nominate a director for
election if the shareholder sends a notice to Texas Genco's Corporate Secretary
identifying any other person making such nomination with the shareholder and
providing proof of shareholder status. This notice must be received at Texas
Genco's principal executive offices between December 1, 2003 and February 29,
2004. The shareholder must also provide the information about the nominee that
would be required to be disclosed in the proxy statement. Texas Genco is not
required to include any shareholder proposed nominee in the proxy statement. A
copy of the bylaws describing the requirements for nomination of director
candidates by shareholders may be obtained by writing Mr. Scott E. Rozzell,
Corporate Secretary, at Texas Genco's address shown above.

General Information

Texas Genco began mailing this proxy statement and the accompanying proxy
card to shareholders on April 28, 2003. The proxy statement and proxy card are
being furnished at the direction of the Board of Directors. Texas Genco will
pay all solicitation costs, including the fee of Morrow & Co., who will help
Texas Genco solicit proxies for $2,000, plus expenses. Texas Genco will
reimburse brokerage firms, nominees, fiduciaries, custodians, and other agents
for their expenses in distributing proxy material to the beneficial owners of
Texas Genco's common stock. In addition, certain of Texas Genco's directors,
officers, and employees may solicit proxies by telephone and personal contact.

The Board of Directors does not intend to bring any other matters before the
meeting and has not been informed that any other matters are to be properly
presented to the meeting by others. If other business is properly raised, your
proxy card authorizes the people named as proxies to vote as they think best,
unless you withhold authority to do so in the proxy card.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers, and holders of more than 10% of Texas Genco's common stock
to file with the SEC initial reports of ownership and reports of changes in
ownership of Texas Genco's common stock. We believe that during the fiscal year
ended December 31, 2002, our officers and directors complied with these filing
requirements.

Transactions and Arrangements between CenterPoint Energy and Texas Genco

For 2002, Texas Genco derived revenues from sales and services to
CenterPoint Energy and its affiliates totaling $53 million, primarily relating
to power sales during January 2002. Also during 2002, CenterPoint Energy and
its affiliates derived revenues from sales of natural gas to Texas Genco
totaling $41 million.

CenterPoint Energy also provides some corporate services to Texas Genco. The
costs of these services have been directly charged to Texas Genco using methods
that management believes are reasonable. These methods include negotiated usage
rates, dedicated asset assignment, and proportionate corporate formulas based
on assets, operating expenses and employees. These charges are not necessarily
indicative of those that would have been incurred had Texas Genco not been an
affiliate of CenterPoint Energy. Amounts charged to Texas Genco for these
services were $47 million for 2002.

In connection with the distribution of a portion of Texas Genco's common
stock to CenterPoint Energy's shareholders, CenterPoint Energy and Texas Genco
entered into a separation agreement. This agreement contains provisions
governing Texas Genco's relationship with CenterPoint Energy following the
distribution and specifies the related ancillary agreements between Texas Genco
and CenterPoint Energy. In addition, the separation agreement provides for
cross-indemnities intended to place sole financial responsibility on Texas
Genco and its subsidiaries for all liabilities associated with the current and
historical business and operations Texas Genco conducts, regardless of the time
those liabilities arose, and to place sole financial responsibility for
liabilities associated with CenterPoint Energy's other businesses with
CenterPoint Energy and its other subsidiaries. The separation agreement also
contains indemnification provisions under which Texas Genco and CenterPoint
Energy each indemnify the other with respect to breaches by the indemnifying
party of the separation agreement or any ancillary agreements.

CenterPoint and Texas Genco have also entered into a transition services
agreement under which CenterPoint Energy provides Texas Genco, through the
earlier of such time as all services under the agreement are terminated or
CenterPoint Energy ceases to own a majority of Texas Genco's common stock,
various corporate support services that include accounting, finance, investor
relations, planning, legal, communications, governmental and regulatory affairs
and human resources, as well as information technology services and other
previously shared services such as corporate security, facilities management,
accounts receivable, accounts payable and payroll, office support services and
purchasing and logistics. These services consist generally of the same types of
services as have been provided on an intercompany basis prior to this
distribution. The charges Texas Genco pays for these services is on a basis
generally intended to allow CenterPoint Energy to recover the fully allocated
direct and indirect costs of providing the services, plus all out-of-pocket
costs and expenses, but without any profit to CenterPoint Energy, except to the
extent routinely included in traditional utility cost of capital. Pursuant to a
separate lease agreement, CenterPoint Energy has agreed to lease office space
in its principal office building in Houston, Texas to Texas Genco for an
interim period expected to end no later than December 31, 2004.

Texas Genco is a member of CenterPoint Energy's consolidated group for tax
purposes, and Texas Genco will continue to file a consolidated federal income
tax return with CenterPoint Energy while CenterPoint Energy retains its 81%
interest in Texas Genco. Accordingly, Texas Genco has entered into a tax
allocation agreement with CenterPoint Energy to govern the allocation of U.S.
income tax liabilities and to set forth agreements with respect to certain
other tax matters. CenterPoint Energy will be responsible for preparing and
filing any U.S. income tax returns required to be filed for any company or
group of companies of the CenterPoint Energy consolidated group, including all
tax returns for Texas Genco for so long as it is a member of CenterPoint
Energy's consolidated group. CenterPoint Energy will also be responsible for
paying the taxes related to the returns it is responsible for filing. Texas
Genco will be responsible for paying CenterPoint Energy its allocable share of
such taxes. CenterPoint Energy will determine all tax elections for tax periods
during which Texas Genco is a member of CenterPoint Energy's consolidated
group. Generally, if there are tax adjustments related to Texas Genco which
relate to a tax return filed for a period when Texas Genco was a member of the
CenterPoint Energy consolidated group, Texas Genco will be responsible for any
increased taxes and will receive the benefit of any tax refunds.

From time to time, Texas Genco has advanced money to, or borrowed money
from, CenterPoint Energy or its subsidiaries. As of December 31, 2002, Texas
Genco had outstanding $86.2 million in short-term working capital borrowings
and $19.0 million in long-term working capital borrowings from CenterPoint
Energy and its

subsidiaries. Interest expense associated with the borrowings for 2002 was $7.0
million. The effective interest rate on the borrowings was 6.20%. In addition,
through August 31, 2002 (the date on which CenterPoint Energy became the parent
holding company for Reliant Energy and other subsidiaries), $25.2 million of
interest expense was allocated to Texas Genco related to the remaining electric
utility debt not specifically identified with CenterPoint Energy's transmission
and distribution utility upon deregulation. In addition, Texas Genco had net
accounts payable to CenterPoint Energy and affiliates of $23 million as of
December 31, 2002.

Annual Report to Shareholders

The Annual Report to Shareholders, which contains our consolidated financial
statements for the year ended December 31, 2002, accompanies the proxy material
being mailed to all shareholders. The Annual Report is not part of the proxy
solicitation material.

By Order of the Board of Directors,

/s/ David M. McClanahan /s/ David G. Tees
David M. McClanahan David G. Tees
Chairman of the Board President and Chief Executive Officer

April 28, 2003

APPENDIX I

TEXAS GENCO HOLDINGS, INC.

AUDIT COMMITTEE CHARTER

Purpose: The primary function of the Audit Committee is to assist the Board
of Directors in fulfilling its oversight responsibility for

. the integrity of the Company's financial statements

. the qualifications, independence and performance of the Company's
independent auditors

. the performance of the Company's internal audit function

. compliance by the Company with legal and regulatory requirements

. the system of disclosure controls and the system of internal controls
regarding finance, accounting, legal compliance, and ethics that
management and the Board have established.

The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the "SEC") to be included in the Company's
annual proxy statement. The Audit Committee shall have and may exercise all the
powers of the Board of Directors, except as may be prohibited by law, with
respect to all matters encompassed by this Charter, and all the power and
authority required under the Sarbanes-Oxley Act of 2002.

Membership: The Audit Committee shall initially consist of at least two
members, each of whom shall be independent.

Meetings and Structure: The Audit Committee shall meet as often as its
members deem necessary or appropriate but at least four times during each year.

The Board of Directors shall appoint one member of the Audit Committee as
chairperson. The Audit Committee will maintain regular liaison with the Chief
Executive Officer, the Chief Financial Officer, the Chief Accounting Officer,
the lead audit partner of the Company's independent auditors, and the head of
the internal audit function. The Audit Services Department of CenterPoint
Energy, Inc., the Company's corporate parent, provides internal audit services
for the Company.

Private Discussions/Investigations: The Audit Committee shall provide
opportunities on a regular basis for private discussion with the independent
auditors, the Chief Financial Officer, the Chief Accounting Officer, the head
of the internal audit function, and the Company's General Counsel and outside
counsel when appropriate. The Audit Committee may investigate any matter
brought to its attention.

Accountability of the Independent Auditors and Audit Committee Authority and
Responsibility: The independent auditors are accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall have the sole authority
to appoint and, where appropriate, replace the Company's independent auditors
and to approve all audit engagement fees and terms. The Audit Committee shall
be directly responsible for the compensation and oversight of the work of the
independent auditors (including resolution of disagreements between management
and the independent auditors regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work or performing other audit,
review or attest services for the Company. The independent auditors shall
report directly to the Audit Committee.

At least annually, the Audit Committee shall review the independent
auditor's internal quality-controls and independence.

I-1

The Audit Committee shall preapprove all audit, review or attest engagements
and permissible non-audit services, including the fees and terms thereof, to be
performed by the independent auditors, subject to the de minimis exception for
non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange
Act of 1934 and the applicable rules and regulations of the SEC. The Audit
Committee may form and delegate authority to subcommittees consisting of one or
more members when appropriate, including the authority to grant preapprovals of
audit and permissible non-audit services.

In addition to the responsibilities set forth in the preceding paragraphs,
the Audit Committee shall:

Financial Reporting Processes and Accounting Policies

. Review and assess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

. Review the annual audited financial statements with management and the
independent auditors, as well as disclosures made in management's
discussion and analysis of financial condition and results of operations.

. Recommend to the Board of Directors whether the Company's annual audited
financial statements and accompanying notes should be included in the
Company's Annual Report on Form 10-K.

. Review with management and the independent auditors the Company's
quarterly financial statements, and disclosures made in management's
discussion and analysis of financial condition and results of operations,
including the results of the independent auditors' reviews of the
quarterly financial statements.

. Review and discuss with management and the independent auditors:

. major issues regarding accounting principles and financial statement
presentations, including significant changes in the selection or
application of accounting principles, any major issues concerning the
adequacy of the Company's internal controls and special steps adopted
in light of material control deficiencies.

. analyses prepared by management and/or the independent auditors
setting forth significant financial reporting issues and judgments
made in connection with the preparation of the Company's financial
statements, including analyses of the effects of alternative GAAP
methods on the financial statements.

. In consultation with the independent auditors and the internal auditors,
review the integrity of the organization's financial reporting processes
and the internal control structure (including disclosure controls).

. Meet with representatives of the disclosure committee on a periodic basis
to confirm that the disclosure committee's quarterly process is serving
its intended purpose of assisting the CEO and CFO in their Sarbanes-Oxley
Act of 2002 Section 302 certifications.

. Review with management the Company's earnings press releases, with
particular emphasis on the use of any "non-GAAP financial measures," as
well as financial information and earnings guidance provided to analysts
and rating agencies. Such discussion may be done generally (covering, for
example, the types of information to be disclosed and the type of
presentation to be made).

. Review with management and the independent auditors the effect of
regulatory and accounting initiatives as well as off-balance sheet
structures on the Company's financial statements.

. Discuss with the independent auditors the matters required to be
communicated by the independent auditors pursuant to Statement on
Auditing Standards No. 61 relating to the conduct of the audit, including
any problems or difficulties encountered in the course of the audit work
and management's response, any restrictions on the scope of activities or
access to requested information and any significant disagreements with
management.

I-2

. Review other relevant reports or financial information as determined by
the Audit Committee to be necessary, advisable or appropriate.

Internal Audit

. Review the appointment and replacement of the head of the internal audit
function.

. Review activities, organizational structure, and qualifications of the
internal audit function.

. Review the significant reports to management prepared by the internal
auditors and management's responses.

. Review with management and the independent auditors the responsibilities,
budget and staffing of the internal auditors and any recommended changes
in the planned scope of the internal audit.

. Obtain information from management, the Company's internal auditors and
the independent auditors related to compliance by the Company and its
subsidiaries with applicable legal requirements and the Company's Code of
Business Conduct.

Other Matters

. Advise the Board of Directors with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations and
with the Company's Code of Business Conduct.

. Obtain from the independent auditors assurance that Section 10A(b) of the
Securities Exchange Act of 1934 has not been implicated.

. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.

. Meet with management at least annually to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures, including the Company's policies and
guidelines concerning risk assessment and risk management.

. Review with the Company's General Counsel at least annually legal matters
that may have a material impact on the financial statements, the
Company's compliance policies and any material reports or inquiries
received from regulators or governmental agencies.

. Review annually the Audit Committee's own performance.

. Make regular reports to the Board of Directors.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.

The Audit Committee shall have the authority to retain and obtain advice and
assistance from current or independent legal, accounting or other advisors
without seeking approval of the Board of Directors. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditors to attend a meeting of the Audit Committee or to meet
with any members of, or advisors to, the Audit Committee. The Company shall
provide for appropriate funding, as determined by the Audit Committee, for
payment of compensation to the independent auditors for the purpose of
rendering or issuing an audit report and to any advisors employed by the Audit
Committee.

I-3

The Audit Committee will make itself available to the independent auditors
and the internal auditors of the Company as requested. Reports of meetings of
the Audit Committee shall be made to the Board of Directors at its next
regularly scheduled meeting following the Audit Committee meeting, accompanied
by any recommendations to the Board of Directors approved by the Audit
Committee.

I-4

TEXAS GENCO HOLDINGS, INC.
Proxy Common Stock
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Robert J. Cruikshank and David M. McClanahan,
and each of them, as proxies, with full power of substitution, to vote as
designated on the reverse side, all shares of common stock held by the
undersigned at the annual meeting of shareholders of Texas Genco Holdings, Inc.
to be held May 29, 2003, at 9 a. m. (CDT) in the auditorium of 1111 Louisiana,
Houston, Texas, or any adjournments thereof, and with discretionary authority to
vote on all other matters that may properly come before the meeting (unless such
discretionary authority is withheld).

If you wish to vote in accordance with the recommendations
of the Board of Directors, you may just sign and date below
and mail in the postage-paid envelope provided. Specific
choices may be made on the reverse side. In the absence of
instructions to the contrary, the shares represented will be
voted in accordance with the Board's recommendation.

Dated:________________________________________________, 2003

Signature:__________________________________________________

Note: Please sign exactly as name(s) appears hereon. Joint
owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title.

- --------------------------------------------------------------------------------

Detach and Mail Card

TEXAS GENCO HOLDINGS, INC.
2003 Annual Meeting of Shareholders

The nominees for director are J. Evans Attwell, Donald R. Campbell, Robert J.
Cruikshank, Patricia A. Hemingway Hall, David M. McClanahan, Scott E. Rozzell,
David G. Tees and Gary L. Whitlock. The term of the directors will expire at the
company's annual meeting in 2004. Your Board of Directors recommends that you
vote FOR the nominees for director and FOR ratification of the appointment of
Deloitte & Touche LLP as independent auditors for 2003.

1. Election of nominees for director.

FOR WITHHOLD FOR ALL
EXCEPT
[_] [_] [_]

Exception: _______________________________________________

2. Ratification of the Appointment of Deloitte & Touche LLP as independent
auditors for 2003.

FOR AGAINST ABSTAIN
[_] [_] [_]

You may check this box to withhold granting of discretionary authority to vote
on all other matters that may properly come before the Annual Meeting. [_]

Please check this box if you plan to attend the Annual Meeting. [_]

- --------------------------------------------------------------------------------

Detach and Mail Card

[MAP APPEARS HERE]

TXS

TEXAS GENCO HOLDINGS, INC.
Voting Directions to Trustee - Common Stock
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints the Trustee of the STP Nuclear Operating Company
Savings Plan to vote as designated on the reverse side, all shares of common
stock held by the undersigned at the annual meeting of shareholders of Texas
Genco Holdings, Inc. to be held May 29, 2003, at 9 a. m. (CDT) in the auditorium
of 1111 Louisiana, Houston, Texas, or any adjournments thereof, and with
discretionary authority to vote on all other matters that may properly come
before the meeting (unless such discretionary authority is withheld).

Dated:________________________________________________, 2003

Signature:__________________________________________________

Note: Please sign exactly as name appears hereon. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title.

- --------------------------------------------------------------------------------

Detach and Mail Card

TEXAS GENCO HOLDINGS, INC.
2003 Annual Meeting of Shareholders

1. Election of nominees for director.

FOR WITHHOLD FOR ALL
EXCEPT
[_] [_] [_]

Exception: _______________________________________________

2. Ratification of the Appointment of Deloitte & Touche LLP as independent
auditors for 2003.

FOR AGAINST ABSTAIN
[_] [_] [_]

You may check this box to withhold granting of discretionary authority to vote
on all other matters that may properly come before the Annual Meeting. [_]

- --------------------------------------------------------------------------------

Detach and Mail Card

TEXAS GENCO HOLDINGS, INC.
Voting Directions to Trustee - Common Stock
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints the Trustee of the Reliant Resources, Inc.
Savings Plan to vote as designated on the reverse side, all shares of common
stock held by the undersigned at the annual meeting of shareholders of Texas
Genco Holdings, Inc. to be held May 29, 2003, at 9 a. m. (CDT) in the auditorium
of 1111 Louisiana, Houston, Texas, or any adjournments thereof, and with
discretionary authority to vote on all other matters that may properly come
before the meeting (unless such discretionary authority is withheld).

Dated:________________________________________________, 2003

Signature:__________________________________________________

Note: Please sign exactly as name appears hereon. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title.

- --------------------------------------------------------------------------------

Detach and Mail Card

TEXAS GENCO HOLDINGS, INC.
2003 Annual Meeting of Shareholders

1. Election of nominees for director.

FOR WITHHOLD FOR ALL
EXCEPT
[_] [_] [_]

Exception: _______________________________________________

2. Ratification of the Appointment of Deloitte & Touche LLP as independent
auditors for 2003.

FOR AGAINST ABSTAIN
[_] [_] [_]

You may check this box to withhold granting of discretionary authority to vote
on all other matters that may properly come before the Annual Meeting. [_]

- --------------------------------------------------------------------------------

Detach and Mail Card

TXN

TEXAS GENCO HOLDINGS, INC.
Voting Directions to Trustee - Common Stock
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints the Trustee of the CenterPoint Energy, Inc.
Savings Plan to vote as designated on the reverse side, all shares of common
stock held by the undersigned at the annual meeting of shareholders of Texas
Genco Holdings, Inc. to be held May 29, 2003, at 9 a. m. (CDT) in the auditorium
of 1111 Louisiana, Houston, Texas, or any adjournments thereof, and with
discretionary authority to vote on all other matters that may properly come
before the meeting (unless such discretionary authority is withheld).

Dated:________________________________________________, 2003

Signature:__________________________________________________

Note: Please sign exactly as name appears hereon. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title.

- --------------------------------------------------------------------------------

Detach and Mail Card

TEXAS GENCO HOLDINGS, INC.
2003 Annual Meeting of Shareholders

1. Election of nominees for director.

FOR WITHHOLD FOR ALL
EXCEPT
[_] [_] [_]

Exception: _______________________________________________

2. Ratification of the Appointment of Deloitte & Touche LLP as independent
auditors for 2003.

FOR AGAINST ABSTAIN
[_] [_] [_]

You may check this box to withhold granting of discretionary authority to vote
on all other matters that may properly come before the Annual Meeting. [_]

- --------------------------------------------------------------------------------

Detach and Mail Card

TXV

TEXAS GENCO HOLDINGS, INC.
Voting Directions to Trustee - Common Stock
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints the Trustee of the Reliant Resources, Inc.
Non-Union Savings Plan to vote as designated on the reverse side, all shares of
common stock held by the undersigned at the annual meeting of shareholders of
Texas Genco Holdings, Inc. to be held May 29, 2003, at 9 a. m. (CDT) in the
auditorium of 1111 Louisiana, Houston, Texas, or any adjournments thereof, and
with discretionary authority to vote on all other matters that may properly come
before the meeting (unless such discretionary authority is withheld).

Dated:________________________________________________, 2003

Signature:__________________________________________________

Note: Please sign exactly as name appears hereon. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title.

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TEXAS GENCO HOLDINGS, INC.
2003 Annual Meeting of Shareholders

1. Election of nominees for director.

FOR WITHHOLD FOR ALL
EXCEPT
[_] [_] [_]

Exception: _______________________________________________

2. Ratification of the Appointment of Deloitte & Touche LLP as independent
auditors for 2003.

FOR AGAINST ABSTAIN
[_] [_] [_]

You may check this box to withhold granting of discretionary authority to vote
on all other matters that may properly come before the Annual Meeting. [_]

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Detach and Mail Card