Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

Effective Date: 01/19/2005, Docket: RP05-129-000, Status: Effective

Original Sheet No. 297 Original Sheet No. 297 : Effective

AGENCY/ASSET MANAGER AUTHORIZATION AGREEMENT

(Continued)

If Agent to pay on behalf of Customer:

° timely payments made by Agent to MRT for services rendered to Customer in accordance with the terms

of the Agreement(s) and for any penalties, fees, assessments or other charges assessed against

Customer's account by MRT shall be credited to Customer's account;

° MRT shall make any cash balancing (subject to exceptions described above), refund, penalty revenue

crediting and other payments it may be required to make for Customer's account during the term

of this Agency/Asset Manager Authorization Agreement directly to Agent; and

° Customer shall remain primarily responsible for payment of invoices.

[Describe other terms, if applicable]

MRT shall be entitled to rely on Agent's actions with respect to the Agreement(s). Customer agrees to

indemnify, defend and hold harmless MRT from any and all liabilities, losses, damages, expenses, claims, actions

and fines of whatever nature (including, but not limited to, attorneys' fees and court costs incurred by MRT,

whether related to the collection of any amounts due under the Agreement(s) or otherwise) resulting from MRT's

reliance on Agent, including, but not limited to, actions taken by MRT pursuant to Agent's action or inaction

under the Agreement(s). Customer shall remain liable to MRT for all of its obligations as Customer under the

Agreement(s), and MRT shall have no duty, liability or responsibility whatsoever to Agent.

In all cases, notices given to Agent shall be deemed given to Customer.

Customer's designation and appointment of Agent with respect to one or more of the Agreement(s) may

be terminated or canceled at any time by Customer or Agent, and may be terminated or cancelled by MRT in the

event that Agent fails to perform under this Agreement, but no such termination or cancellation shall be

effective until the first day of the month following the expiration of a five (5) day period, unless otherwise

agreed, after the parties' receipt of written notice of such termination or cancellation from the terminating

party. Such notice shall be deemed to apply to all Agreement(s) unless expressly provided otherwise.

Notwithstanding the foregoing, this designation and appointment of Agent with respect to one or more of the

Agreement(s) shall automatically terminate upon termination or cancellation of the referenced Agreement(s), as

applicable, or upon the effective date of an Agency/Asset Manager Authorization Agreement designating or

appointing a substitute Agent for the Agreement(s).

[The laws of the State of [________________] shall govern the validity, construction, interpretation,

and effect of this Agreement, excluding, however, the laws governing the conflicts of laws.]

This Agreement supersedes and cancels all previous Agency Agreements between the parties hereto.