MASTER SAVINGS TRUST

 EXHIBIT 10
                    HOUSTON INDUSTRIES INCORPORATED
                         MASTER SAVINGS TRUST

          (As Amended and Restated Effective January 1, 1994)

                    HOUSTON INDUSTRIES INCORPORATED
                         MASTER SAVINGS TRUST

          (As Amended and Restated Effective January 1, 1994)

                               I N D E X

                                                                  PAGE

ARTICLE I    DEFINITIONS AND CONSTRUCTION   . . . . . . . . . . .    3
Section:
   1.1       Definitions  . . . . . . . . . . . . . . . . . . . .    3
             Affiliated Corporation   . . . . . . . . . . . . . .    3
             Code   . . . . . . . . . . . . . . . . . . . . . . .    3
             Committee  . . . . . . . . . . . . . . . . . . . . .    3
             Company  . . . . . . . . . . . . . . . . . . . . . .    3
             Company Stock  . . . . . . . . . . . . . . . . . . .    3
             ERISA  . . . . . . . . . . . . . . . . . . . . . . .    3
             ESOP Trust   . . . . . . . . . . . . . . . . . . . .    3
             ESOP Trust Agreement   . . . . . . . . . . . . . . .    3
             Exchange Act   . . . . . . . . . . . . . . . . . . .    3
             Group Trust(s)   . . . . . . . . . . . . . . . . . .    3
             Insurance Contracts  . . . . . . . . . . . . . . . .    4
             Investment Fund or Fund  . . . . . . . . . . . . . .    4
             Investment Manager   . . . . . . . . . . . . . . . .    4
             KBLCOM Plan  . . . . . . . . . . . . . . . . . . . .    4
             Master Trust   . . . . . . . . . . . . . . . . . . .    4
             Master Trust Fund  . . . . . . . . . . . . . . . . .    4
             Participant  . . . . . . . . . . . . . . . . . . . .    4
             Participating Plan   . . . . . . . . . . . . . . . .    4
             Plan   . . . . . . . . . . . . . . . . . . . . . . .    4
             Plan Administrator   . . . . . . . . . . . . . . . .    4
             Prior Plan   . . . . . . . . . . . . . . . . . . . .    4
             Prior Trust Agreement  . . . . . . . . . . . . . . .    5
             Trustee  . . . . . . . . . . . . . . . . . . . . . .    5
             Valuation Date   . . . . . . . . . . . . . . . . . .    5
   1.2       Construction   . . . . . . . . . . . . . . . . . . .    5

ARTICLE II   MASTER TRUST; PARTICIPATING PLANS  . . . . . . . . .    6
Section:
   2.1       Continuation of Master Trust   . . . . . . . . . . .    6
   2.2       Participating Plans  . . . . . . . . . . . . . . . .    6
                                  (i)

ARTICLE III  GENERAL DUTIES OF THE PARTIES  . . . . . . . . . . .    8
Section:
   3.1       General Duties of the Company  . . . . . . . . . . .    8
   3.2       Investment Guidelines; Contributions; Employee Records
   3.3       General Duties of Trustee  . . . . . . . . . . . . .    9

ARTICLE IV   ACCOUNTS OF PARTICIPATING PLANS;
             AUTHORITY OF COMPANY AND COMMITTEE   . . . . . . . .   10
Section:
   4.1       Accounts of Participating Plans; Valuation   . . . .   10
   4.2       Exclusive Benefit of Employees Under Participating Plans
   4.3       Authority of Company and Committee   . . . . . . . .   11

    ARTICLE V    INVESTMENT, ADMINISTRATION AND
             DISBURSEMENT OF MASTER TRUST FUND  . . . . . . . . .   12
Section:   
   5.1       Division of the Master Trust Fund  . . . . . . . . .   12
   5.2       Investment of the Master Trust Fund  . . . . . . . .   12
   5.3       Direction of Investment  . . . . . . . . . . . . . .   16
   5.4       Insurance or Annuity Contracts   . . . . . . . . . .   18
   5.5       Voting of Securities Other than Company Stock  . . .   20
   5.6       Voting and Tendering of Company Stock  . . . . . . .   21
   5.7       Powers of Trustee  . . . . . . . . . . . . . . . . .   22
   5.8       Payments and Distributions from Master Trust Fund  .   25
   5.9       Trustee's Dealings with Third Parties  . . . . . . .   26
   5.10      Ancillary Trustee  . . . . . . . . . . . . . . . . .   26

ARTICLE VI   FOR THE PROTECTION OF THE TRUSTEE  . . . . . . . . .   27
Section:
   6.1       Composition of Committee and Plan Administrators   .   27
   6.2       Evidence of Action by Company or Committee   . . . .   27
   6.3       Communications   . . . . . . . . . . . . . . . . . .   28
   6.4       Advice of Counsel or Plan Administrator  . . . . . .   28
   6.5       Miscellaneous  . . . . . . . . . . . . . . . . . . .   28
   6.6       Fiduciary Responsibilities   . . . . . . . . . . . .   29

ARTICLE VII  TAXES, EXPENSES AND COMPENSATION OF TRUSTEE  . . . .   31
Section:
   7.1       Taxes and Expenses   . . . . . . . . . . . . . . . .   31
   7.2       Compensation of the Trustee  . . . . . . . . . . . .   31
                                 (ii)

    ARTICLE VIII SETTLEMENT OF ACCOUNTS;
             DETERMINATION OF INTERESTS UNDER MASTER TRUST  . . .   32
Section:
   8.1       Settlement of Accounts of Trustee  . . . . . . . . .   32
   8.2       Determination of Rights and Benefits of Persons
             Claiming an Interest in the Master Trust Fund; 
    
Enforcement of Master Trust Fund  . . . . . . . . . . . . . . . .   33

    ARTICLE IX   RESIGNATION, REMOVAL AND SUBSTITUTION OF THE   
    TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
Section:
   9.1       Resignation of Trustee   . . . . . . . . . . . . . .   34
   9.2       Removal of Trustee   . . . . . . . . . . . . . . . .   34
   9.3       Appointment of Successor Trustee   . . . . . . . . .   34
   9.4       Transfer of Master Trust Fund to Successor   . . . .   34

    ARTICLE X    DURATION AND TERMINATION OF MASTER TRUST; 
             AMENDMENT  . . . . . . . . . . . . . . . . . . . . .   35
Section:
  10.1       Duration and Termination   . . . . . . . . . . . . .   35
  10.2       Distribution Upon Termination  . . . . . . . . . . .   35
  10.3       Loss of Qualification of a Participating Plan; Certain 
             Withdrawals  . . . . . . . . . . . . . . . . . . . .   35
  10.4       Amendment  . . . . . . . . . . . . . . . . . . . . .   36
  10.5       Acceptance or Rejection of Amendment by Affiliated 
             Corporations   . . . . . . . . . . . . . . . . . . .   36

ARTICLE XI   MISCELLANEOUS  . . . . . . . . . . . . . . . . . . .   37
Section:
  11.1       Governing Law; No Bond Required of Trustee   . . . .   37
  11.2       Interest in Master Trust Fund; Assignment  . . . . .   37
  11.3       Invalid Provisions   . . . . . . . . . . . . . . . .   37
  11.4       Prohibition of Diversion   . . . . . . . . . . . . .   37
  11.5       Headings for Convenience Only  . . . . . . . . . . .   37
  11.6       Successors and Assigns   . . . . . . . . . . . . . .   37
                                 (iii)

                    HOUSTON INDUSTRIES INCORPORATED
                         MASTER SAVINGS TRUST          
         (As Amended and Restated Effective January 1, 1994)

             THIS TRUST AGREEMENT made and entered into as of the 1st
day of January, 1994, by and between HOUSTON INDUSTRIES INCORPORATED,
a Texas corporation, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a
national banking association having its principal place of business in
Houston, Harris County, Texas, as trustee;

                         W I T N E S S E T H:

             WHEREAS, by Agreement (the "Prior Trust Agreement")
dated June 21, 1989 but effective as of July 1, 1989, between the
Company and Trustee, the Company amended, restated and continued a
trust established in connection with the Savings Plan of Houston
Industries Incorporated, as amended and restated effective January 1,
1976, and as thereafter amended (said Plan as it existed in the form
of the Savings Plan of Houston Industries Incorporated, as amended and
restated effective October 5, 1990, and thereafter amended prior to
January 1, 1994, being hereinafter referred to as the "Prior Plan");
and 

             WHEREAS, the Prior Trust Agreement was adopted effective
as of July 1, 1989, as the funding medium for the KBLCOM Incorporated
Savings Plan, as established effective July 1, 1989 (said Plan, as it
existed immediately prior to January 1, 1994 being hereinafter
referred to as the "KBLCOM Plan"); and

             WHEREAS, the Company has authorized the amendment,
restatement and continuation of the KBLCOM Plan in the form of and by
the adoption of and merger into and with the Savings Plan of Houston
Industries Incorporated, as amended and restated effective January 1,
1994 (said Plan as is presently exists being incorporated herein by
reference as fully as if set out in full herein, and together with any
amendments thereto hereafter made being hereinafter referred to as
the "Plan"); and

             WHEREAS, the Company has reserved the right at any time
to amend the Prior Trust Agreement and the Trust Fund created thereby
to any extent that it may deem advisable provided that no amendment
shall increase the duties or responsibilities of the Trustee without
the consent of the Trustee thereto in writing; and

             WHEREAS, the Company deems it advisable at this time to
amend, restate and continue the Prior Trust Agreement and the Trust
Fund created thereby in the form of this Master Trust to the extent
hereinafter set forth to accommodate the merger of the KBLCOM Plan
into the Plan and to make certain other changes therein;
                                  -1-

             NOW, THEREFORE, the Company and the Trustee hereby agree
that the Prior Trust Agreement shall be amended and restated in its
entirety, to read and continue in full force and effect as follows:
                                  -2-

                               ARTICLE I

                     DEFINITIONS AND CONSTRUCTION

     1.1  DEFINITIONS:  As used in this Master Trust, the following
words and phrases shall have the following meanings unless the context
clearly requires a different meaning:

          AFFILIATED CORPORATION:  Houston Industries
      Incorporated, a Texas corporation, and any corporation in
      which the shares owned or controlled directly or      
      indirectly by Houston Industries Incorporated shall
      represent 50% or more of the voting power of the issued
      and outstanding capital stock of such corporation.

          CODE:  The Internal Revenue Code of 1986, as from
      time to time amended.

          COMMITTEE:  The Compensation and Benefits Committee
      appointed by the Board of Directors of the Company, which
      shall serve as a "named fiduciary" hereunder and assist
      in the administration of the Master Trust Fund and whose
      duties also include the administration of the Plan.

          COMPANY:  Houston Industries Incorporated, a Texas
      corporation, and its successor or successors.

          COMPANY STOCK:  The common stock of the Company.

          ERISA:  Public Law No. 93-406, the Employee
      Retirement Income Security Act of 1974, as from time to
      time amended.

          ESOP TRUST:  The assets attributable to the employee
      stock ownership plan component of the Plan which are held
      in trust pursuant to the ESOP Trust Agreement.

          ESOP TRUST AGREEMENT:  The Savings Plan of Houston
      Industries Incorporated ESOP Trust Agreement, established
      effective October 5, 1990, between the Company and State
      Street Bank and Trust Company or any successor trustee
      thereto.

          EXCHANGE ACT:  The Securities and Exchange Act of
      1934, as amended.

          GROUP TRUST(S):  The Dietche & Field Investment
      Trust A, the Sarofim Trust Co. Employee Benefit
      Investment Trust, the Oechsle International Group Trust
      Fund for Employee Benefit Trusts, The Beutel Trust and
      The Accel Fund, or any other common, collective, group or
      commingled trust selected by the Committee which is
      qualified under Code Section 401(a) and exempt from tax
      under Code Section 501(a).
                                  -3-

          INSURANCE CONTRACTS:  The insurance and annuity
      contracts as provided in Section 5.4 hereof.

          INVESTMENT FUND OR FUND:  Any of the investment funds
      comprising the Master Trust Fund, as described in
      Article V.

          INVESTMENT MANAGER:  The fiduciary or fiduciaries, if
      any, appointed hereunder by the Committee and meeting the
      definition set forth in Section 3(38) of ERISA.

          KBLCOM PLAN:  The KBLCOM Incorporated Savings Plan,
      as established effective July 1, 1989, as thereafter
      amended and in effect on December 31, 1993.

          MASTER TRUST:  The Houston Industries Incorporated
      Master Savings Trust, as amended and restated effective
      January 1, 1994, and as the same may hereafter be amended
      from time to time.

          MASTER TRUST FUND:  The fund or funds to be      
      established under the Master Trust and from which
      benefits under the Participating Plans are to be paid. 
      Such fund shall consist of all assets, money and
      property, all investments made therewith and proceeds
      thereof and all earnings and profits thereon, less the
      payments or other distributions which, at the time of
      reference, shall have been made by the Trustee, as
      authorized herein.

          PARTICIPANT:  Each employee, former employee, spouse
      or beneficiary of an employee who is or was participating
      in a Participating Plan in accordance with the terms
      thereof.

          PARTICIPATING PLAN:  An employee benefit plan which
      is maintained by the Company or an Affiliated Corporation
      and which participates hereunder pursuant to Section 2.2
      and as listed in Exhibit A attached hereto.

          PLAN:  The Houston Industries Incorporated Savings
      Plan, as amended and restated effective January 1, 1994,
      and as the same may hereafter be amended from time to
      time.

          PLAN ADMINISTRATOR:  The person or persons, or
      committee whose duties include service as a "named
      fiduciary" hereunder and the authority to control and
      manage the operation and administration of each
      applicable Participating Plan.

          PRIOR PLAN:  The Savings Plan of Houston Industries
      Incorporated, as amended and restated effective
      October 5, 1990, as thereafter amended, and as in effect
      on December 31, 1993.
                                  -4-

          PRIOR TRUST AGREEMENT:  The trust agreement dated
      June 21, 1989 but effective as of July 1, 1989, as
      amended, between the Company and Trustee.

          TRUSTEE:  Texas Commerce Bank National Association, a
      national banking association having its principal place
      of business in Houston, Harris County, Texas, its
      successor or successors.

          VALUATION DATE:  The close of business on the last
      business day of each calendar month and any such other
      date or dates as the Committee may deem appropriate;
      provided, however, that any such interim valuation shall
      be exercised on a uniform and non-discriminatory basis.

     1.2  CONSTRUCTION:  The masculine gender, where appearing in the
Master Trust, shall be deemed to include the feminine gender, and the
singular may include the plural, unless the context clearly indicates
to the contrary.  The words "hereof," "herein," "hereunder" and other
similar compounds of the words "here" shall mean and refer to the
entire Master Trust, not to any particular provision or section. 
Article and Section headings are included for convenience of reference
and are not intended to add to or subtract from the terms of the
Master Trust.
                                  -5-

                              ARTICLE II

                   MASTER TRUST; PARTICIPATING PLANS     
2.1  CONTINUATION OF MASTER TRUST:  The Company hereby continues
with the Trustee a Master Trust for the exclusive purposes of
providing benefits to employees of the Company and the Affiliated
Corporations, and to the beneficiaries of such employees, under each
Participating Plan and defraying reasonable expenses of administering
such Participating Plans.  Each such Participating Plan, and each such
Affiliated Corporation, as of the date hereof, is listed in Exhibit A
attached hereto.  The Master Trust shall consist of (a) such cash and
other property held in trust by the Trustee under the Prior Trust
Agreement at the close of business on December 31, 1993, (b) such
assets as may hereafter be transferred to the Trustee from any
separate trust or other funding medium established under any
Participating Plan and (c) such sums of money and such property
acceptable to the Trustee as shall from time to time be paid or
delivered to the Trustee as a contribution in respect of any
Participating Plan, together with the income and gains therefrom.  The
Master Trust shall be maintained at all times as a domestic trust in
the United States.

     2.2  PARTICIPATING PLANS:  An employee benefit plan which is not
already a Participating Plan hereunder (as listed in Exhibit A
attached hereto) may become a Participating Plan hereunder only if all
of the following requirements are met:

          (a)  The Company, any Affiliated Corporation or any
      combination thereof, has established the plan;

          (b)  The plan is a "defined contribution plan" as
      defined in Section 3(34) of ERISA;

          (c)  The plan (and any other trust all or a part of
      whose assets are to be transferred to the Master Trust)
      is qualified under Code Section 401(a);

          (d)  The Master Trust is exempt from taxation under
      Code Section 501(a);

          (e)  The Master Trust has been adopted as a trust
      under the plan and as part of the plan by due corporate
      action of the Company or an Affiliated Corporation which
      maintains the plan, and the Committee has consented
      thereto and an instrument in the form attached hereto as
      Exhibit B has been executed by the Company or such
      Affiliated Corporation and the Committee and delivered to
      the Trustee; and  

          (f)  The Committee has notified the Trustee in
      writing of the adoption of the Master Trust as a trust
      under such plan and the Trustee has consented thereto by
      execution of such instrument.

With respect to the Plan, certain assets attributable to the employee
stock ownership plan component of the Plan shall be held in the ESOP
Trust pursuant to the ESOP Trust Agreement.
                                  -6-

The KBLCOM Plan was a separate Participating Plan under the Prior
Trust Agreement; however, as of January 1, 1994, the KBLCOM Plan was
merged into and consolidated with the Plan.
                                  -7-

                              ARTICLE III

                     GENERAL DUTIES OF THE PARTIES

     3.1  GENERAL DUTIES OF THE COMPANY:     
     
     A.   The Company shall provide the Trustee with a certified copy
of each Participating Plan (including any agreement establishing any
other trust or other funding medium all or a part of whose assets are
to be transferred to the Master Trust), and with evidence acceptable
to the Trustee that such Plan (and any such other trust) has been duly
adopted by the Company or Affiliated Corporation and has been
determined to be qualified under Code Section 401(a).  True and
correct copies of all amendments to any Participating Plan shall be
delivered to the Trustee by the Company promptly following their
adoption.  In addition, the Company shall provide the Trustee with a
true and correct copy of the ESOP Trust Agreement and any amendments
thereto promptly following their adoption.

     B.   The Board of Directors of the Company shall appoint a
Compensation and Benefits Committee, consisting of at least three
individuals, which shall be authorized under each Participating Plan
to serve as a "named fiduciary" (within the meaning of
Section 402(a)(2) of ERISA) of the Participating Plans to assist in
the administration of the Master Trust as hereinafter provided.  Each
member of the Committee shall serve at the pleasure of the Board of
Directors of the Company and the Company shall certify to the Trustee
the names and specimen signatures of the members of the Committee
serving from time to time hereunder.  The Company shall indemnify and
hold harmless each member of the Committee from any and all claims,
losses, damages, expenses (including counsel fees approved by the
Committee), and liabilities (including any amounts paid in settlement
with the Committee's approval but excluding any excise tax assessed
against any member or members of the Committee pursuant to the
provisions of Code Section 4975) arising from any act or omission of
such member in connection with his duties and responsibilities under
this Trust Agreement, except when the same is judicially determined to
be due to the gross negligence and willful misconduct of such member.

     C.   The Company shall from time to time certify to the Trustee
the name(s) and specimen signature(s) of the Plan Administrator.

     3.2  INVESTMENT GUIDELINES; CONTRIBUTIONS; EMPLOYEE
RECORDS:  From time to time the Committee shall communicate in writing
to any Investment Manager who may be acting pursuant to Section 5.3
(and to the Trustee, if it is managing the investment of any of the
assets of the Master Trust pursuant to such Section) the investment
guidelines governing the portion of the assets of the Master Trust
managed by such Investment Manager.  The Company shall make, and shall
cause the Affiliated Corporations to make, contributions to the
Participating Plans as the same may be determined in accordance with
the applicable Participating Plan and shall specify in writing to the
Trustee the amount of such contributions allocable to each
Participating Plan.  The Company shall keep and shall cause the
Affiliated Corporations to keep accurate books and records with
respect to their respective employees, including, without limitation,
records as to the periods of employment, compensation and ages of such
employees.
                                  -8-

     3.3  GENERAL DUTIES OF TRUSTEE:  The Trustee shall hold all
property received by it hereunder, which, together with the income and
gains therefrom and additions thereto, and less payments and other
distributions therefrom, shall constitute the Master Trust Fund. 
Except as otherwise hereinafter provided, the Trustee shall manage,
invest and reinvest the Master Trust Fund, collect the income thereof,
and make payments therefrom, all in accordance with the terms of this
Agreement.  The Trustee shall be responsible only for the property
actually received by it hereunder.  It shall have no duty or authority
to compute any amount to be paid to it by the Company, by any
Affiliated Corporation or by any participant in any Participating
Plan, or to bring any action or proceeding to enforce the collection
from any such person of any contribution to the Master Trust in
respect of any Participating Plan.  The assets of the ESOP Trust shall
not constitute a portion of the Master Trust Fund, and the Trustee, in
its capacity as trustee of the Master Trust Fund shall have no
responsibility with respect to the ESOP Trust, except as otherwise
specifically agreed by the Trustee.  
                                  -9-

                              ARTICLE IV

                   ACCOUNTS OF PARTICIPATING PLANS;
                  AUTHORITY OF COMPANY AND COMMITTEE

     4.1  ACCOUNTS OF PARTICIPATING PLANS; VALUATION:  The Trustee
shall maintain separate accounts reflecting the equitable share in the
Master Trust Fund of each Participating Plan and, where appropriate,
of each corporation which has adopted a Participating Plan.  The
Trustee shall determine the value of the assets of the Master Trust
Fund as of each Valuation Date.  Each such valuation shall be made as
promptly as practicable after the Valuation Date as of which it is
made.  Each contribution to and payment and distribution from the
Master Trust Fund shall be made as of the Valuation Date next
preceding the date on which, as applicable, the Trustee receives such
contribution or receives notice from the Company, the Committee or the
appropriate Plan Administrator that such payment or distribution is to
be made, on the basis of the valuation of the Master Trust Fund and of
the equitable share of each Participating Plan in the Master Trust
Fund as of such Valuation Date (taking into account the liabilities of
the Master Trust Fund as of such Date).  The assets in the Master
Trust Fund shall be allocated on a pro rata basis among the equitable
shares in the Master Trust Fund of each Participating Plan unless the
Committee shall direct in writing that a separate account or accounts
are to be created within the Master Trust Fund to hold assets
allocable solely to a particular Participating Plan or Plans.  If such
an account is created, income, distributions and gains and losses with
respect to the assets or group of assets held therein shall be
attributable solely to the equitable share of such Participating Plan
or Plans.

          Assets shall be valued by the Trustee at their fair market
values at the close of business on the Valuation Date, or, in the
absence of readily ascertainable fair market values, at such fair
values as the Trustee shall in good faith determine, in accordance
with methods consistently followed and uniformly applied. 
Notwithstanding any other provision of this Section, the Committee or
its agent, in determining the equitable share in the Master Trust Fund
of any Participating Plan, may rely upon the determination of the
issuer of any insurance contract held as part of the Master Trust Fund
with respect to the value of such contract and may rely upon the
determination of any Investment Manager with respect to the value of
any interest of the Master Trust in any common, collective, commingled
or group trust fund maintained by such Investment Manager in which
assets of the Master Trust are permitted to be invested by
Section 5.2(f) of this Agreement.

          Any Investment Manager who may be acting pursuant to
Section 5.3 (and the Trustee, if it is managing the investment of any
assets of the Master Trust pursuant to such Section) may in its
discretion transfer or direct the transfer to a liquidating account of
any investment of the portion of the Master Trust under its management
which it determines should be liquidated for the benefit of those
Participating Plans whose assets are commingled in the Master Trust on
the date of determination and whose equitable share in the Master
Trust Fund on such date includes such investment.  Any investment that
has been transferred to a liquidating account shall be segregated and
administered or realized upon solely for the benefit ratably of such
Participating Plans and shall be excluded in determining the equitable
share in the Master Trust Fund of any Participating Plan thereafter.
                                 -10-

          The Committee or its agent shall maintain for each of the
Participants under the Participating Plans an accurate account
reflecting the interest in the Master Trust Fund and in its component
Investment Funds of each such Participant.  The Committee shall
furnish to the appropriate Plan Administrator for distribution to each
individual Participant a report of his account, at such times as the
appropriate Plan Administrator shall direct; provided, however, that
such reports to Participants must be furnished at least annually.

     4.2  EXCLUSIVE BENEFIT OF EMPLOYEES UNDER PARTICIPATING
PLANS:  At no time prior to the satisfaction of all liabilities with
respect to employees and their beneficiaries under any Participating
Plan shall any part of the equitable share of such Participating Plan
in the Master Trust Fund be used for, or diverted to, any purposes
other than for the exclusive benefit of such employees and their
beneficiaries or the payment of Participating Plan or Master Trust
administrative expenses.

     4.3  AUTHORITY OF COMPANY AND COMMITTEE:  When the Master Trust
is the trust under the plan of any Affiliated Corporation, such
Affiliated Corporation shall be bound by the decisions, instructions,
actions and directions of the Company and the Committee under this
Agreement and the Trustee shall be indemnified by the Company and such
Affiliated Corporation in relying upon such decisions, instructions,
actions and directions.  The Trustee shall not be required to give
notice to or obtain the consent of any such Affiliated Corporation
with respect to any action which is taken by the Trustee pursuant to
this Agreement.
                                 -11-

                               ARTICLE V

                    INVESTMENT, ADMINISTRATION AND
                   DISBURSEMENT OF MASTER TRUST FUND

     5.1  DIVISION OF THE MASTER TRUST FUND:  Except as otherwise
provided in Sections 4.1 and 5.4 hereof, the Master Trust Fund shall
be divided into four Investment Funds to be designated as follows:

          (a)  Fund A

          (b)  Fund B

          (c)  Fund C

          (d)  Fund D

The Trustee, upon receipt of direction from the Committee, shall
transfer to Fund A, Fund B, Fund C and Fund D, respectively, all such
cash and other property as the Trustee held in the respective
Investment Funds under the Prior Trust Agreement at the close of
business on December 31, 1993.  Each such Fund shall be invested in
accordance with the provisions of Section 5.2 in the kinds of property
specified for such Fund therein.  Upon each contribution to the Master
Trust Fund, the Committee shall advise the Trustee in writing as to
the amount of such contribution which shall be allocated to each of
said Funds, and the Trustee shall hold the amount so specified as a
part of the Investment Fund to which it shall have been allocated.

     5.2  INVESTMENT OF THE MASTER TRUST FUND:  The cash and other
properties held by the Trustee under the Prior Trust Agreement at the
close of business on December 31, 1993 which have been allocated to
each of the Investment Funds named in Section 5.1 as of January 1,
1994, and the contributions hereafter allocated to each of said Funds,
and all proceeds, interest, income or other payments in respect of
each such Fund shall be invested and reinvested in the manner
described below:

          (a)  FUND A:  Except as hereinafter provided, all
      amounts allocated to Fund A shall be invested and
      reinvested in the shares of Company Stock (which the
      Trustee shall purchase as soon as practicable when and as
      it holds funds available for that purpose, either (i) in
      the open market, (ii) from the ESOP Trust for adequate
      consideration and in the sole discretion of the Trustee
      and State Street Bank and Trust Company as ESOP Trustee
      (or any successor trustee thereto), or (iii) privately
      from the Company at a price per share equal to the
      closing price of said share on the New York Stock
      Exchange on the day of the purchase, it being understood
      that shares purchased from the Company may either be
      treasury shares or authorized but unissued shares, if the
      Company shall make such shares available for the purpose,
      and that the Trustee in its discretion may refrain from
      making purchases of shares of Company Stock whenever it
      deems such refraining to be in the best interest of the
      participants in the Participating Plans).  At any
                                 -12-

      time that the Trustee makes open market purchases of Company
      Stock, the Trustee will either (i) be an "agent independent of
      the issuer" as that term is defined in Rule 10(b)(18)
      promulgated pursuant to Exchange Act or (ii) make such open
      market purchases in accordance with the provisions, and subject
      to the restrictions, of Rule 10(b)(18) of the Exchange Act. 
      Except in the case of fractional shares received in any stock
      dividend, stock split or other recapitalization, or as
      necessary to make any distribution or payment from the Trust
      Fund, the Trustee shall have no power or duty to sell or
      otherwise dispose of any stock acquired for Fund A.

          (b)  FUND B:  Except as hereinafter provided, all
      amounts allocated to Fund B shall be invested and
      reinvested (in the discretion of the person who is
      directing the investment of a portion or all of Fund B
      under the provisions of Section 5.3) in, directly or
      indirectly through collective investment media including
      but not limited to mutual funds and any common,
      collective, group or commingled trust fund that invests
      primarily in (i) common stock and preferred stock issued
      by corporations and limited partnership interests issued
      by limited partnerships, (ii) leaseholds, fees and other
      interests in realty, (iii) income producing debt
      securities, or (iv) contracts, conditional sale
      agreements, choses in action, trust and participation
      certificates, or other evidences of ownership, part
      ownership or interest or part interest in any property
      real, personal or mixed, all exclusive of direct
      investment in securities of the Company.  It is intended
      that the assets of Fund B be predominantly invested in
      equity securities and/or real estate.  Investment
      practices and techniques that may be utilized in Fund B
      include but are not limited to (i) securities lending,
      (ii) investments in futures contracts, forwards contracts
      and options, (iii) swap agreements and (iv) indexed
      securities in which value is linked to currencies,
      interest rates, commodities indices or other financial
      indicators.          
      
          (c)  FUND C:  Except as hereinafter provided, all
      amounts allocated to Fund C shall be invested and
      reinvested (in the discretion of the person who is
      directing the investment of a portion or all of Fund C
      under the provisions of Section 5.3) in, directly or
      indirectly through collective investment media including
      but not limited to mutual funds and any common,
      collective, group or commingled trust fund that invests
      primarily in, income-producing debt securities, including
      but not limited to (i) obligations issued or fully
      guaranteed by the United States of America or any agency
      thereof, (ii) debt securities issued by corporations,
      partnerships, transnational organizations or other
      entities, (iii) interests in notes secured by mortgages
      on real estate and equity interests in real estate,
      (iv) asset-backed securities, (v) debt securities issued
      by foreign governments or any agency thereof, or
      (vi) demand or time deposits, repurchase agreements or
      commercial paper.  Investment practices and techniques
      that may be utilized in Fund C include but are not
      limited to (i) securities lending, (ii) investments in
      futures contracts, forwards contracts and options, (iii)
      swap
                                 -13-

      agreements and (iv) indexed securities in which value is linked
      to currencies, interest rates, commodities indices or other
      financial indicators.

          (d)  FUND D:  Except as hereinafter provided and
      except as provided in Section 5.3 or 5.4, all amounts
      allocated to Fund D shall be invested and reinvested (in
      the discretion of the person who is directing the
      investment of a portion or all of Fund D under the
      provisions of Section 5.3) in, directly or indirectly
      through collective investment media including but not
      limited to mutual funds and any common, collective, group
      or commingled trust fund that invests primarily in,
      (i) money market or short-term investments (including but
      not limited to repurchase agreements, bankers
      acceptances, certificates of deposit, commercial paper,
      demand or time deposits, obligations issued or fully
      guaranteed by the United States of America or any agency
      thereof, securities with an interest rate or dividend
      rate that resets to a market-based rate within one (1)
      year from the date of issuance or the most recent date on
      which interest rates or dividend rates were set, medium
      to long-term securities which at time of purchase have
      less than one (1) year to maturity and other securities
      which at time of purchase have less than one (1) year to
      maturity) or (ii) annuity or investment contracts with
      life insurance companies or other financial institutions
      under which certain guaranteed interest is provided and a
      repayment of the principal amount is guaranteed, such
      contract to be owned and held by the Trustee for the
      benefit of Participants holding accounts in Fund D.  As
      owner of any such investment contract, the Trustee shall
      have authority to exercise any and all rights, options or
      privileges which belong to the owner of the contract but
      shall have no duty to exercise any such powers unless and
      until it shall have received instructions concerning such
      exercise from the Committee.

          (e)  Pending the acquisition of an investment in an
      orderly manner for the purposes of Fund A, Fund B, Fund C
      or Fund D, as the case may be, the Trustee may      
      temporarily hold funds thereof uninvested or in
      repurchase agreements, bankers acceptances, certificates
      of deposit, commercial paper, demand or time deposits,
      obligations issued or fully guaranteed by the United
      States of America or any agency thereof, master notes or
      like holdings either separately or through the medium of
      a common, collective, group or commingled trust fund that
      invests primarily in such like investments.

          (f)  In the discretion of the person who is directing
      the investment of a portion or all of any of Fund B, Fund
      C or Fund D under the provisions of Section 5.3, all or
      any part of amounts allocated to Fund B, Fund C or Fund D
      may be invested in such assets as are appropriate to the
      Fund in question collectively with funds of other pension
      and profit-sharing trusts exempt from tax under Code
      Section 501(a) by reason of qualifying under Code
      Section 401(a) through the medium of any common,
      collective or group trust fund which has been or
      hereafter may be established by the Trustee or by any
      other bank or trust company in the United States, the
      instrument or instruments establishing such trust fund or
      funds, as amended
                                 -14-

      from time to time, being made a part of this Agreement so long
      as any portion of the Master Trust Fund shall be invested
      through the medium thereof.

          The investments of Fund B, Fund C and Fund D, respectively,
shall be so diversified as to minimize the risk of large losses unless
under the circumstances it is clearly prudent not to do so, in the
sole judgment of the person who is directing the investment of such
Funds under the provisions of Section 5.3.  Any property at any time
received by the Trustee may be retained in the Master Trust Fund.  To
the extent that the Trustee is managing the Master Trust Fund under
the provisions of Section 5.3, the Trustee may temporarily invest and
reinvest all or any portion of the amounts allocated to any Investment
Fund either in short term investments selected by it or collectively
with funds of other pension and profit-sharing trusts exempt from tax
under Code Section 501(a) by reason of qualifying under Code
Section 401(a) through the medium of any common, collective,
commingled or group trust fund which has been or hereafter may be
established by the Trustee or by any other bank or trust company in
the United States, the instrument or instruments establishing such
trust fund or funds, as amended from time to time, being made a part
of this Agreement so long as any portion of the Master Trust Fund
shall be invested through the medium thereof.  With respect to any
portion of the Master Trust Fund which is under the management of an
Investment Manager as provided in Section 5.3, such Investment Manager
may by written authorization delegate to the Trustee authority to
invest temporarily any specified portion thereof, in the Trustee's
sole discretion, in short term obligations, either separately or by
investment collectively with funds of other pension and profit-sharing
trusts exempt from tax under Code Section 501(a) by reason of
qualifying under Code Section 401(a) through the medium of any common,
collective, commingled or group trust fund which has been or hereafter
may be established by the Trustee or by any other bank or trust
company in the United States, the instrument or instruments
establishing such trust fund or funds, as amended from time to time,
being made a part of this Agreement so long as any portion of the
Master Trust Fund shall be invested through the medium thereof.  Any
such collective investment shall be managed by the Trustee in its sole
discretion, provided that Trustee shall have no responsibility to make
any such separate or collective investment in the absence of a written
notice from the appropriate Investment Manager specifying that a
portion of that part of the Master Trust Fund which is under the
management of such Manager is to be invested by the Trustee pursuant
to the provisions of the preceding sentence.

          At any time and from time to time, the Committee may direct
the Trustee to transfer a specified portion or all of Fund B of the
Master Trust Fund as it shall deem advisable to the trustees of the
Dietche & Field Investment Trust A, the Sarofim Trust Co. Employee
Benefit Investment Trust, the Oechsle International Group Trust Fund
for Employee Benefit Trusts, The Beutel Trust and The Accel Fund or a
specified portion or all of Fund B, Fund C or Fund D of the Master
Trust Fund as it shall deem advisable to the trustees of any other
common, collective, group or commingled trust (hereinafter
collectively the "Group Trusts"), if and only if a Group Trust is
qualified under Code Section 401(a) and exempt from tax under Code
Section 501(a) and is maintained as a medium for the commingled,
collective and common investment of assets of eligible participating
trusts; and the Committee may direct the Trustee to withdraw all or
any part of the Master Trust Fund so transferred.  The terms and
provisions of the agreements of trust establishing the Dietche & Field
Investment Trust A, the
                                 -15-

Sarofim Trust Co. Employee Benefit Investment Trust, the Oechsle
International Group Trust Fund for Employee Benefit Trusts, The Beutel
Trust and The Accel Fund or any other Group Trust and the provisions
of any amendments thereto are hereby incorporated herein by reference
and shall be deemed a part of this Trust Agreement so long as any
portion of the Master Trust Fund shall be invested through the medium
thereof.  The Trustee shall make any such transfer or withdrawal of
all or any part of the Master Trust Fund only upon the expressed
direction of the Committee.  The Trustee shall be under no duty or
obligation to review any investment acquired, held or disposed of by
the trustees of the Group Trusts pursuant to the provisions thereof,
and the trustees of the Group Trusts shall have all fiduciary powers,
responsibilities and liabilities arising under this Trust Agreement
with respect to the portion of the Master Trust Fund transferred to
them pursuant to directions of the Committee to be held under the
terms and provisions of the Group Trusts.  The Company shall indemnify
and hold harmless the Trustee from any and all claims, losses,
damages, expenses (including counsel fees approved by the Trustee),
and liabilities (including any amount paid in settlement with the
Trustee's approval but excluding any excise tax assessed against the
Trustee pursuant to the provisions of Code Section 4975) arising from
any act or omission of the trustees of the Group Trusts in connection
with their duties and responsibilities under this Trust Agreement with
respect to the portion of the Master Trust Fund transferred to them,
except to any extent prohibited under ERISA.

     5.3  DIRECTION OF INVESTMENT:  The investment of Fund A shall be
managed solely by the Trustee in the manner provided in Section 5.2. 
The Committee shall from time to time specify by written notice to the
Trustee whether the investment of Fund B, Fund C and Fund D (other
than the portion or portions thereof consisting of Insurance
Contracts), in the manner provided in Section 5.2, shall be managed
solely by the Trustee, or shall be directed by one or more Investment
Managers, or whether both the Trustee and one or more Investment
Managers are to participate in investment management and if so how the
investment responsibility is to be divided with respect to assets. 
The assets, classes of assets, separate investment funds or sub-funds
so specified and defined shall be allocated by the Trustee on a pro
rata basis among the equitable shares in Fund A, Fund B, Fund C and
Fund D, respectively, of each Participating Plan, unless the Committee
shall specify in such notice that a different allocation be made with
respect to any such assets, classes of assets, separate investment
funds or sub-funds.  In the event that the Committee shall fail to
specify pursuant to this Section the person or persons who are to
manage the investment of Fund B, Fund C and/or Fund D or any portion
or portions thereof (other than the portion or portions consisting of
Insurance Contracts), the Trustee shall promptly give notice of this
fact to the Committee and shall manage the investment of Fund B,
Fund C and/or Fund D or such portion or portions in the manner
described in Section 5.2, until the Committee shall specify such
person or persons as provided herein.

          Any Investment Manager appointed to manage the investment of
a part (or all) of Fund B, Fund C and/or Fund D hereunder (other than
the portion or portions thereof consisting of Insurance Contracts)
shall either (i) be registered as an investment adviser under the
Investment Advisers Act of 1940, (ii) be a bank, as defined in that
Act, or (iii) be an insurance company qualified to perform investment
management services under the laws of more than one State.  If
investment of Fund B, Fund C and/or Fund D (other than the portion or
portions thereof consisting of Insurance Contracts) is to be directed
in whole or in part by
                                 -16-

an Investment Manager, the Trustee shall be given copies of the
instruments appointing the Investment Manager and evidencing his
acceptance of such appointment and acknowledgment that he is a
fiduciary of each Participating Plan, and a certificate evidencing the
Investment Manager's registration under said Act or status as a bank
or insurance company described in the next preceding sentence.  The
Trustee may continue to rely upon such instruments and certificate
until otherwise notified in writing by the Committee.

          The Trustee shall follow the directions of the Investment
Manager regarding the investment and reinvestment of the portion or
portions of Fund B, Fund C and/or Fund D as shall be under management
by the Investment Manager, 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 Investment Manager, unless the Trustee knows that
by such action or failure to act it will be participating in a breach
of fiduciary duty by the Investment Manager.

          The Investment Manager at any time and from time to time may
issue orders for the purchase or sale of securities directly to a
broker, and in order to facilitate such transaction the Trustee upon
request shall execute and deliver appropriate trading authorizations. 
Written notification of the issuance of each such order shall be given
promptly to the Trustee by the Investment Manager, and the execution
of each such order shall be confirmed to the Trustee by the broker. 
Such notification shall be authority for the Trustee to pay for
securities purchased against receipt thereof and to deliver securities
sold against payment therefor, as the case may be.  All notifications
concerning investments made by the Investment Manager shall be signed
by such person or persons, acting on behalf of the Investment Manager
as may be duly authorized in writing; provided, however, that the
transmission to the Trustee of such notifications by photostatic
teletransmission with duplicate or facsimile signature or signatures
shall be considered a delivery in writing of the aforesaid
notifications until the Trustee is notified in writing by the
Investment Manager that the use of such devices with duplicate or
facsimile signatures is no longer authorized.  The Trustee shall be
entitled to rely upon such directions which it receives by such means
if so authorized by the Investment Manager and shall in no way be
responsible for the consequences of any unauthorized use of such
device which was not, in fact, known by the Trustee at the time to be
unauthorized.  The Trustee shall, as promptly as possible, comply with
any written directions given by the Investment Manager hereunder, and,
where such directions are given by photostatic teletransmission with
facsimile signature or signatures, the Trustee shall be entitled to
presume any directions so given are fully authorized.

          In the event that an Investment Manager should resign or be
removed by the Committee, the Trustee shall, upon receiving written
notice of such resignation or removal, manage, pursuant to
Section 5.2, the investment of the portion or portions of Fund B,
Fund C and/or Fund D under management by such Investment Manager at
the time of its resignation or removal, unless and until it shall be
notified of the appointment of another Investment Manager as provided
in this Section 5.3, for such portion or portions of such Fund B,
Fund C and/or Fund D.
                                 -17-

     5.4  INSURANCE OR ANNUITY CONTRACTS:  With respect to the
investment of the Master Trust Fund in Insurance Contracts as
hereinafter provided in this Section 5.4, the Committee shall direct
the Trustee in the exercise of the powers set forth in Section 5.2 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 Master Trust Fund in Insurance Contracts 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
Contracts held in the Master Trust Fund 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 Contracts because of the failure of the
Committee to give such direction, unless the Trustee knows that by
such action or failure to act it will be participating in a breach of
fiduciary duty by the Committee.

          (a)  The Trustee, upon written direction of the
      Committee, shall pay from the Master Trust Fund such sums
      to such insurance company or companies or other financial
      institutions (hereinafter collectively referred to as an
      "insurance company") as the Committee or the appropriate
      Plan Administrator may direct for the purpose of
      procuring individual or group annuity contracts and/or
      policies or contracts of life insurance (hereinafter in
      this Section 5.4 referred to as "Contracts").  The
      Committee shall prepare, or cause to be prepared in such
      form as it shall prescribe, the application for any
      Contract to be applied for under any or all of the
      Participating Plans and this Master Trust and the Trustee
      shall execute such application.  The Trustee shall
      receive and hold in the Master Trust Fund, subject to the
      provisions hereinafter set forth in this Section, all
      Contracts obtained pursuant to the Participating Plans.

          (b)  The Trustee shall be the complete and absolute
      owner of Contracts held in the Master Trust Fund 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 Contract held in the
      Master Trust Fund or to leave the same with the issuing
      insurance company; to convert from one form to another
      any Contract held in the Master Trust Fund; to change the
      person or persons designated in any Contract to receive      
      the proceeds; to designate any mode of settlement of the
      proceeds of any Contract held in the Master Trust Fund;
      to sell or assign any Contract held in the Master Trust
      Fund; to surrender for cash any Contract held in the
      Master Trust Fund; to borrow sums of money from the
      issuing insurance company upon any Contract or Contracts
      issued by it and held in the Master Trust Fund, provided
      that the Trustee shall borrow such sums only in respect
      of all Contracts for the time being held in the Master
      Trust Fund and upon a uniform basis; to agree with the
      insurance company issuing any Contract to any release,
      reduction, modification or amendment thereof; and,
      without limitation of any of the foregoing, to
                                 -18-

      exercise any and all of the rights, options or privileges that
      belong to the absolute owner of any Contract held in the Master
      Trust Fund or that are granted by the terms of any such
      Contract or by the terms of this Agreement.  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
      Contract held in the Master Trust Fund, 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 Contract
      held in the Master Trust Fund to such person or persons as may
      be specified in the direction.

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

          (d)  If the Trustee shall have borrowed any sums of
      money upon any Contract held in the Master Trust Fund, 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 received written direction from the
      Committee to make the repayment.

          (e)  Upon the written direction of the Committee, the
      Trustee shall pay from the Master Trust Fund premiums,
      assessments, dues, charges and interest, if any, upon any
      Contract held in the Master Trust Fund.  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 Contract 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 Contract, and for such
      purposes the Trustee may use any money held by it as part
      of the Master Trust Fund 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 Master Trust Fund at any time and
      available for the payment of premiums are not sufficient
      to pay all sums then due on all Contracts held in the
      Master Trust Fund, the Trustee immediately shall notify      
      the Committee of the amount of the deficiency, and the
      Committee shall call upon the Company to 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 Contract or 
                                 -19-

      Contracts or (ii) the Company shall pay the amount of the
      deficiency to the Trustee at least five (5) 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.

          (f)  Upon the direction of the Committee, the Trustee
      shall have power to execute all necessary receipts and
      releases to any insurance company issuing any Contract or
      Contracts held in the Master Trust Fund, and, upon
      written advice from the Committee that the proceeds of
      any Contract held in the Master Trust Fund have become
      payable, shall make reasonable efforts 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 Contract 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
      proceeds of any Contract held in the Master Trust Fund to
      defray the expenses incurred in connection with enforcing
      payment of that Contract.  The Trustee shall have power,
      with the written approval of the Committee, to compromise
      and adjust claims arising out of any Contract held in the
      Master Trust Fund 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
      Master Trust Fund.

          (g)  Any insurance company may deal with the Trustee
      as sole owner of any Contract issued by it and held in
      the Master Trust Fund, 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 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
      Agreement.

          (h)  The Trustee shall follow directions of the
      Committee concerning the exercise or non-exercise of any
      powers or options concerning any Contract held in the
      Master Trust Fund.  Notwithstanding any other provision
      of this 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
      Contract or the acquisition of any Contract or exercise      
      of any right of option thereunder.

     5.5  VOTING OF SECURITIES OTHER THAN COMPANY STOCK:  The Trustee
shall have power in its discretion to exercise all voting rights with
respect to any investment held in Fund B,
                                 -20-

Fund C and Fund D and to grant proxies, discretionary or otherwise,
with respect thereto, except that (a) at any time when an Investment
Manager shall be acting with respect to Fund B, Fund C and Fund D as
provided in Section 5.3, the Trustee shall not exercise its discretion
with respect to voting any securities under management of such
Investment Manager but shall itself vote such securities only upon and
in the manner directed by the Investment Manager or shall send such
Investment Manager all proxies and proxy materials relating to such
securities, signed by the Trustee without indication of voting
preference, and the Investment Manager shall exercise all voting
rights with respect thereto or (b) at any time when securities are
loaned as provided in Section 5.2, the Trustee shall not have such
power.  All shares of Company Stock held in Fund A shall be voted as
provided below in Section 5.6.

     5.6  VOTING AND TENDERING OF COMPANY STOCK:

     A.   The Trustee shall not vote the shares of Company Stock held
in Fund A at any meeting of stockholders except as it shall receive
voting instructions from employees participating in Fund A as provided
below.  Each employee, former employee or beneficiary of a deceased
employee participating in Fund A (hereinafter in this Section referred
to as "Fund A Participant") is, for purposes of this Section 5.6(A),
hereby designated as a "named fiduciary" (within the meaning of
Section 403(a)(1) of ERISA) with respect to the shares of Company
Stock attributable to his account and shall have the right to direct
the Trustee with respect to the vote of the shares of Company Stock
attributable to his account, on each matter brought before any meeting
of the stockholders of the Company.  Before each such meeting of
stockholders, the Company shall cause to be furnished to each Fund A
Participant a copy of the proxy solicitation material, together with a
form requesting confidential directions to the Trustee on how such
shares of Company Stock attributable to such Fund A Participant's
account shall be voted on each such matter.  Upon timely receipt of
such directions, the Trustee shall on each such matter vote as
directed the number of shares (including fractional shares) of Company
Stock attributable to such Fund A Participant's account, giving effect
to all affirmative directions by Fund A Participants, including
directions to vote for or against, to abstain or to withhold the vote,
and the Trustee shall have no discretion in such matter.  The Trustee
shall vote shares of Company Stock for which it has not received
direction in the same proportion as directed shares attributable to
Fund A Participants' accounts in the Plan are voted, and the Trustee
shall have no discretion in such matter.  The instructions received by
the Trustee from Fund A Participants shall be held by the Trustee in
confidence and shall not be divulged or released to any person,
including the Committee, officers or employees of the Company or
Affiliated Corporations.  The Trustee shall be authorized to
coordinate the voting of Company Stock pursuant to this Section 5.6(A)
with the voting provisions of the ESOP Trust Agreement so as to fully
effectuate and carry out the purposes and intent thereof.

     B.   The provisions of this Section 5.6(B) shall apply in the
event a tender or exchange offer including but not limited to a tender
offer or exchange offer within the meaning of the Exchange Act
(a "tender offer"), for Company Stock is commenced by a person or
persons.

          In the event a tender offer for Company Stock is commenced,
the Committee, promptly after receiving notice of the commencement of
any such tender offer, shall transfer certain of the Committee's
record keeping functions to an independent record keeper (which,
                                 -21-

if the Trustee consents in writing, may be the Trustee).  The
functions so transferred shall be those necessary to preserve the
confidentiality of any directions given by the Fund A Participants in
connection with the tender offer.  The Trustee shall have no
discretion or authority to sell, exchange or transfer any of such
shares pursuant to such tender offer except to the extent, and only to
the extent, as provided in this Trust Agreement.

          Each Fund A Participant is, for purposes of this
Section 5.6(B), hereby designated as a "named fiduciary" (within the
meaning of Section 403(a)(1) of ERISA) with respect to the shares of
Company Stock attributable to his account and shall have the right, to
the extent of the number of whole shares of Company Stock attributable
to his account, to direct the Trustee in writing as to the manner in
which to respond to a tender offer with respect to shares of Company
Stock.  The Company shall use its best efforts to timely distribute or
cause to be distributed to each Fund A Participant such information as
will be distributed to stockholders of the Company in connection with
any such tender offer.  Upon timely receipt of such instructions, the
Trustee shall respond as instructed with respect to such shares of
Company Stock.  The instructions received by the Trustee from Fund A
Participants shall be held by the Trustee in confidence and shall not
be divulged or released to any person, including the Committee or
officers or employees of the Company or Affiliated Corporations.  If
the Trustee shall not receive timely instruction from a Fund A
Participant as to the manner in which to respond to such a tender
offer, the Trustee shall not tender or exchange any shares of Company
Stock with respect to which such Fund A Participant has the right to
direction, and the Trustee shall have no discretion in such matter. 
Fractional shares of Company Stock attributable to Fund A
Participants' accounts shall be tendered or exchanged by the Trustee
in the same proportion as shares of Company Stock attributable to
Fund A Participants' accounts in the Plan are tendered or exchanged,
and the Trustee shall have no discretion in such matter.  In
determining such proportion, the Trustee shall under all circumstances
include in its calculation the direction of Fund A Participants on all
shares of Company Stock attributable to Fund A Participants' Plan
accounts.  The Trustee shall be authorized to coordinate the tendering
of Company Stock pursuant to this Section 5.6(B) with the tendering
provisions of the ESOP Trust Agreement so as to fully effectuate and
carry out the purposes and intent thereof.

          The independent record keeper shall solicit confidentially
from each Fund A Participant the directions described in this
Section 5.6(B) as to whether shares are to be tendered.  The
independent record keeper, if different from the Trustee, shall
instruct the Trustee as to the amount of shares to be tendered, in
accordance with the above provisions.

     5.7  POWERS OF TRUSTEE:  When so directed in accordance with the
provisions of Section 5.3, or in the discretion of the Trustee if it
is managing the Master Trust Fund under such provisions, the Trustee
shall have, subject to the provisions of Sections 5.1 and 5.2, the
power:

          (a)  To manage, sell, contract to sell, grant options
      to purchase, convey, exchange, transfer, abandon,
      improve, repair, insure, lease for any term (even though
      commencing in the future or extending beyond the term of
      the Trust), and otherwise deal with all property, real or
      personal, in such                                 
                                   -22-

      manner, for such considerations and on such terms and
      conditions as the Trustee decides;

          (b)  To participate in any plan of reorganization,
      consolidation, merger, combination, liquidation or other
      similar plan relating to any property held in the Master
      Trust Fund, and to consent to or oppose any such plan or
      any action thereunder, or any contract, lease, mortgage,
      purchase, sale or other action by any person or
      corporation;

          (c)  To deposit any property with any protective,
      reorganization or similar committee; and to pay and agree
      to pay part of the expenses and compensation of any such
      committee and any assessments levied with respect to any
      property so deposited;

          (d)  To exercise conversion and subscription rights
      pertaining to any property held in the Master Trust Fund;

          (e)  To extend the time of payment of any obligation
      held in the Master Trust Fund;

          (f)  To enter into stand-by agreements for future
      investment, either with or without a stand-by fee;

          (g)  To hold in cash or cash balances, without
      liability for interest thereon, any moneys received by
      the Trustee which are awaiting investment and such
      additional funds as the Trustee may deem reasonable or
      necessary to meet anticipated distributions or other
      payments or disbursements with respect to any
      Participating Plan;

          (h)  To invest in any type of deposit of the Trustee
      (or of a bank related to the Trustee within the meaning
      of Code Section 414(b)) at a reasonable rate of interest
      or in a common trust fund, as described in Code Section
      584, or in a collective investment fund, the provisions
      of which govern the investment of such assets and which
      the Plan incorporates by this reference, which the
      Trustee (or its affiliate as defined in Code Section
      1504) maintains exclusively for the collective investment
      of money contributed by the bank (or the affiliate) in
      its capacity as trustee and which conforms to the rules
      of the Comptroller of the Currency;

          (i)  For the purposes of the Trust and with the prior
      approval of the Committee, to borrow money from others,
      to issue its promissory note or notes therefor, and to
      secure the repayment thereof by pledging any property in
      its possession; provided, however, that the amount or
      amounts of such loans shall not exceed in the aggregate
      10% of the market value of the Master Trust Fund as of
      the date of the borrowing, and further provided that no
      such loan or advance shall be made by the Trustee
      hereunder other than
                                 -23-

      temporary advances to the Master Trust Fund, on a cash or
      overdraft basis, on which no interest is payable;

          (j)  If an Investment Manager directing investment
      under Section 5.3 is a bank, as defined in the Investment      
      Advisers Act of 1940, to transfer to such Investment
      Manager all or any specified assets in that part of the
      Master Trust Fund which is subject to such Investment
      Manager's direction, for investment by such Investment
      Manager through the medium of any common, collective,
      commingled or group trust fund maintained by it which
      consists solely of assets of trusts qualified under Code
      Section 401(a) and which is exempt from tax under Code
      Section 501(a), whereupon the instrument establishing
      such common, collective, commingled or group trust fund,
      as amended from time to time, shall constitute a part of
      each Participating Plan the assets of which are included
      in such part of the trust fund as long as any portion of
      such assets shall be invested through the medium of such
      common, collective, commingled or group trust fund; and

          (k)  Notwithstanding any provision of this Article V
      to the contrary, the Committee may authorize the Trustee
      to exercise in its sole discretion the powers relating to
      the lending of securities (and such other powers as may
      be incidental thereto) with respect to securities or
      other property held in the Master Trust Fund and
      designated to be subject to the discretion of the Trustee
      or an Investment Manager as otherwise provided hereunder
      ("Subject Account").  If the Subject Account is otherwise
      subject to the discretion of an Investment Manager, such
      Investment Manager shall retain investment authority over
      such account other than the exercise or direction of the
      powers relating to the lending of securities vested in
      the Trustee, and, subject to the requirements of ERISA,
      shall not be responsible for any act or omission of the
      Trustee.

          (l)  The Trustee shall have the power in its
      discretion:

               (i)     To cause any investment to be
          registered and held in its own name, in the name
          of a nominee, in the name of a nominee of any
          system for the centralized handling of securities,
          or in book-entry or bearer form (provided,
          however, that the Trustee's books and records
          shall at all times show that all such investments
          are a part of the Master Trust Fund);

               (ii)    To collect and receive any and all
          money and other property due to the Master Trust
          Fund and to give full discharge therefor;

               (iii)   To settle, compromise or submit to
          arbitration any claims, debts or damages due or
          owing to or from the Master Trust; to commence or
          defend suits or legal proceedings to protect any
          interest of the Master Trust; and to represent the
                                 -24-

          Master Trust in all suits or legal proceedings in any court
          or before any other body or tribunal;

               (iv)    To organize under the laws of any
          state a corporation for the purpose of acquiring
          and holding title to any property which it is
          authorized to acquire under this Agreement and to
          exercise with respect thereto any or all of the
          powers set forth in this Agreement;               
               (v)     To manage, operate, repair, improve,
          develop, preserve, mortgage or lease for any
          period any real property or any oil, mineral or
          gas properties, royalties, interests or rights
          held by it directly or through any corporation,
          either alone or by joining with others, using
          other Trust assets for any of such purposes; to
          modify, extend, renew, waive or otherwise adjust
          any or all of the provisions of any such mortgage
          or lease; and to make provision for amortization
          of the investment in or depreciation of the value
          of such property;

               (vi)    Generally to do all acts, whether or
          not expressly authorized, which the Trustee may
          deem necessary or desirable for the protection of
          the Master Trust Fund; and  

               (vii)   To exercise all the rights, powers,
          options and privileges now or hereafter granted
          to, provided for, or vested in, trustees under the
          Texas Trust Code, except such as conflict with the
          terms of this Agreement or applicable law.  As far
          as possible, no subsequent legislation or
          regulation shall be in limitation of the rights,
          powers or privileges granted the Trustee hereunder
          or in the Texas Trust Code as it exists at the
          time of the execution hereof.

     5.8  PAYMENTS AND DISTRIBUTIONS FROM MASTER TRUST FUND:  The
Trustee shall make such payments and distributions from the Master
Trust Fund at such time or times and to such person or persons,
including a paying agent or agents designated by the Committee or by a
Plan Administrator as paying agent, as the Committee shall direct in
writing (or as a Plan Administrator of a Participating Plan shall
direct, with respect to the equitable share of such Plan in the Master
Trust Fund), provided, however, (i) that disbursements for ordinary
expenses incurred in the administration of the Master Trust Fund and
disbursements to Participants need not be authorized by the Committee
and (ii) that no payment or distribution in respect of a Participating
Plan shall exceed the equitable share in the Master Trust Fund of such
Participating Plan on the date such payment or distribution is made. 
Any cash or property so paid or delivered to any such paying agent
shall be held in trust by such payee until disbursed in accordance
with the Participating Plan with respect to which the payment or
distribution is made.  Upon written direction by the Committee, the
Trustee shall transfer and deliver such part of the equitable share of
a Participating Plan or Plans in the Master Trust Fund as may be
specified in such direction to any other trust established for the
purpose of funding benefits
                                 -25-

under such Participating Plan or Plans or under any other plan,
qualifying under Code Section 401 established for the benefit of
participants in such Participating Plan or Plans or their
beneficiaries by the Company, any Affiliated Corporation or any
successor or transferee of the Company or such Affiliated Corporation;
provided such transfer shall be in conformity with the requirements of
Federal law.  Any written direction of the Committee or of a Plan
Administrator shall constitute a certification that the distribution
or payment so directed is one which the Committee or Plan
Administrator, as the case may be, is authorized to direct and the
Trustee shall not be responsible for the adequacy of the equitable
share of any Participating Plan to meet and discharge such
distribution or payment.          

     The Trustee may make any distribution or payment required to
be made by it hereunder by mailing its check for the specified amount,
or delivering the specified property, to the person to whom such
distribution or payment is to be made, at such address as may have
been last furnished to the Trustee, or, if no such address shall have
been so furnished, to such person in care of the Company or the
Committee or the appropriate Plan Administrator, or (if so directed by
the Committee or the appropriate Plan Administrator) by crediting the
account of such person or by transferring funds to such person's
account by bank wire or transfer.  If a payment or distribution from
the Trust is not claimed, the Trustee shall promptly notify the
Committee thereof and thereafter handle such payment in accordance
with the subsequent direction of the Committee.

     5.9  TRUSTEE'S DEALINGS WITH THIRD PARTIES:  Any corporation,
transfer agent or other third party dealing with the Trustee shall not
make, nor be required by any person to make, any inquiry whether the
Trustee has authority to take or omit any action under this Trust
Agreement or whether the Committee or a Plan Administrator has
instructed the Trustee to take or omit any such action, but shall be
fully protected in relying upon the certificate of the Trustee that it
has authority to take or omit such proposed action.  The seal of the
Trustee affixed to any instrument executed by it shall constitute the
Trustee's certificate that it is authorized as Trustee hereunder to
execute such instrument and proceed as may be provided for therein. 
No third party shall be required to follow the application by the
Trustee of any money or property which may be paid or transferred to
it.

     5.10      ANCILLARY TRUSTEE:  If at any time the Master Trust
Fund shall consist in whole or in part of assets located in a
jurisdiction in which the Trustee is not authorized to act, the
Trustee may appoint an individual or corporation in such jurisdiction
as ancillary trustee and may confer upon such ancillary trustee, power
to act solely with reference to such assets, and such ancillary
trustee shall remit all net income or proceeds from the sale of such
assets to the Trustee.  The Trustee may pay such ancillary trustee
reasonable compensation and may absolve it from any requirement that
it furnish bond or other security unless otherwise required by law.
                                 -26-

                              ARTICLE VI

                   FOR THE PROTECTION OF THE TRUSTEE

     6.1  COMPOSITION OF COMMITTEE AND PLAN ADMINISTRATORS:  The Plan
and each Participating Plan, if any, shall be administered by the
applicable Plan Administrator, and the Trustee shall not be
responsible in any respect for such administration.  The members of
the Committee and each Plan Administrator shall serve pursuant to the
provisions of the Plan, and the Company shall certify to the Trustee
the names of the members of the Committee and each Plan Administrator
acting from time to time and furnish to the Trustee specimens of the
signatures of such persons.  The Company shall indemnify and hold
harmless each member of the Committee, or, in the case of a
Participating Plan, any Plan Administrator, from any and all claims,
losses, damages, expenses (including counsel fees approved by the
Committee), and liabilities (including any amounts paid in settlement
with the Committee's approval but excluding any excise tax assessed
against any member or members of the Committee pursuant to the
provisions of Code Section 4975) arising from any act or omission of
such member in connection with his duties and responsibilities under
this Trust Agreement, except when the same is judicially determined to
be due to the gross negligence and willful misconduct of such member. 
The foregoing right of indemnification shall be in addition to any
rights to which any member of the Committee, or, in the case of a
Participating Plan, any Plan Administrator, may otherwise be entitled
as a matter of law.  When any member of the Committee, or, in the case
of a Participating Plan, any Plan Administrator, shall cease to act,
the Company shall promptly give written notice to that effect to the
Trustee, but until such notice is received by the Trustee it shall be
fully protected in continuing to rely upon the authority of such
persons.  If the full number of members of the Committee, as provided
under the Plan, or the full number of members of a Plan Administrator
provided for in a Participating Plan shall not at any time have been
designated, the remaining member or members acting at such time shall
be deemed to have all of the powers and duties of the Committee or
such Plan Administrator; or, if at any time there is no member of the
Committee or of a Plan Administrator, the Board of Directors of the
Company or of such Affiliated Corporation shall be deemed to be the
Committee or such Plan Administrator, as applicable.

     6.2  EVIDENCE OF ACTION BY COMPANY OR COMMITTEE:  The Committee
and each Plan Administrator, respectively, shall certify to the
Trustee the name or names of any person or persons authorized to act
for the Committee or for such Plan Administrator.  Until the Committee
or the appropriate Plan Administrator notifies the Trustee that any
such person is no longer authorized to act for the Committee or for
such Plan Administrator, the Trustee may continue to rely on the
authority of such person.  The Trustee may rely upon any certificate,
notice or direction purporting to have been signed on behalf of the
Committee or on behalf of a Plan Administrator which the Trustee
believes to have been signed by the Committee or by a Plan
Administrator or the person or persons authorized to act for the
Committee or for a Plan Administrator.

          Any action required by any provision of this Agreement to be
taken by the Board of Directors of the Company or of an Affiliated
Corporation shall be evidenced by a resolution of its Board of
Directors, certified to the Trustee over the signature of its
Secretary or Assistant Secretary, and the Trustee may rely upon, and
shall be fully protected in acting in accordance
                                 -27-

with, such resolution so certified to it.  Unless other evidence with
respect thereto has been expressly prescribed in this Agreement, any
other action of the Company or of an Affiliated Corporation under any
provision of this Agreement, including any approval of, or exceptions
to the Trustee's accounts, shall be evidenced by a certificate signed
by an officer of the Company or of an Affiliated Corporation, as the
case may be, and the Trustee shall be fully protected in relying upon
such certificate.

          Any action by the Trustee pursuant to any of the provisions
of this Agreement shall be sufficiently evidenced by a certification
of one of its Vice Presidents, Assistant Vice Presidents or other
appropriate Trust Officers, and the Company, each Affiliated
Corporation which has adopted this Master Trust, each Plan
Administrator, the Committee and all other persons in interest may
rely upon, and shall be fully protected in acting in accordance with,
such certification.

     6.3  COMMUNICATIONS:  Communications to the Trustee shall be
addressed to it at 600 Travis, 5th Floor, Houston, Texas 77002. 
Communications to the Committee, each Plan Administrator, the Company
or any Affiliated Corporation shall be addressed to it at 5 Post Oak
Park, 4400 Post Oak Parkway, 27th Floor, Houston, Texas 77027, with a
copy to the Compensation and Benefits Committee, attention: Secretary,
P.O. Box 61867, Houston, Texas 77208, unless the Trustee, the
Committee, the appropriate Plan Administrator, the Company or any
Affiliated Corporation, respectively, shall request that
communications be sent to another address.  No communication shall be
binding upon the Master Trust Fund or the Trustee, or upon the
Committee, any Plan Administrator, the Company or any Affiliated
Corporation until it is received by the Trustee, the Committee, the
appropriate Plan Administrator, the Company or the appropriate
Affiliated Corporation, as the case may be.

     6.4  ADVICE OF COUNSEL OR PLAN ADMINISTRATOR:  The Trustee may
consult with any legal counsel, including counsel to the Company, the
Committee or a Plan Administrator, with respect to the construction of
this Trust Agreement, its duties hereunder, or any act which it
proposes to take or omit.

     6.5  MISCELLANEOUS:  The Trustee shall discharge its duties
hereunder with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.  The Trustee shall
not be liable for any loss sustained by the Master Trust Fund by
reason of the purchase, retention, sale or exchange of any investment
in good faith and in accordance with the provisions of this Trust
Agreement and of any applicable Federal law.

          The Trustee's duties and obligations shall be limited to
those expressly imposed upon it by this Master Trust, notwithstanding
any reference to the Participating Plans.

          The Company, any Affiliated Corporation, the Committee or
any Plan Administrator, or all of them, at any time may employ as
agent (to perform any act, keep any records or accounts, or make any
computations required of the Company, an Affiliated Corporation, the
Committee or any Plan Administrator by this Trust Agreement or any 
                                 -28-

Participating Plan) the corporation serving as Trustee hereunder. 
Nothing done by said corporation as such agent shall affect its
responsibility or liability as Trustee hereunder. 

     6.6  FIDUCIARY RESPONSIBILITIES:

     A.   The Trustee, the Investment Managers, if any, the members of
the Committee and each Plan Administrator shall discharge their duties
with respect to the Master Trust solely in the interest of the
participants in the respective Participating Plans and their
beneficiaries and with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

     B.   No "fiduciary" (as such term is defined in Section 3(21) of
ERISA, or any successor statutory provision) under this Trust
Agreement shall be liable for an act or omission of another person in
carrying out any fiduciary responsibility where such fiduciary
responsibility is allocated to such other person by this Trust
Agreement or pursuant to a procedure established in this Trust
Agreement except to the extent that:  

          (i)      such fiduciary participated knowingly in, or
      knowingly undertook to conceal, an act or omission of
      such other person, knowing such act or omission to be a
      breach of fiduciary responsibility;

          (ii)     such fiduciary, by his failure to comply
      with Section 404(a)(1) of ERISA (or any successor
      statutory provision) in the administration of his
      specific responsibilities which give rise to his status
      as a fiduciary, has enabled such other person to commit a      
      breach of fiduciary responsibility;

          (iii)    such fiduciary has knowledge of a breach of
      fiduciary responsibility by such other person, unless he
      makes reasonable efforts under the circumstances to
      remedy the breach; or

          (iv)     such fiduciary is a "named fiduciary" (as
      such term is defined in Section 402(a)(2) of ERISA, or
      any successor statutory provision) and has violated his
      duties under Section 404(a)(1) of ERISA (or any successor
      statutory provision):   

                   (a)   with respect to the allocation of
          fiduciary responsibilities among named fiduciaries
          or the designation of persons other than named
          fiduciaries to carry out fiduciary
          responsibilities under this Trust Agreement;

                   (b)   with respect to the establishment
          or implementation of procedures for allocating
          fiduciary responsibilities among named fiduciaries
          or for designating persons other than named
          fiduciaries to carry out fiduciary
          responsibilities under this Trust Agreement; or 
                                 -29-

                   (c)   in continuing the allocation of
          fiduciary responsibilities among named fiduciaries
          or the designation of persons other than named
          fiduciaries to carry out fiduciary
          responsibilities under this Trust Agreement.
                                 -30-

                              ARTICLE VII

              TAXES, EXPENSES AND COMPENSATION OF TRUSTEE

     7.1  TAXES AND EXPENSES:  Brokerage fees, commissions, stock
transfer taxes and other charges and expenses incurred in connection
with the purchase and sale of securities for the Master Trust Fund or
distribution thereof shall be paid by the Trustee from the Master
Trust Fund.  All taxes imposed or levied with respect to the Master
Trust Fund or any part thereof, under existing or future laws, shall
be paid from the Master Trust Fund.  The Trustee shall pay from the
Master Trust Fund, to the extent not paid by the Company and/or the
Affiliated Corporations which have adopted this Master Trust, its
reasonable expenses of management and administration of the Master
Trust, including reasonable compensation of counsel and any agents
engaged by the Trustee to assist it in such management and
administration, and when so directed by the Committee (or, in the case
of the expenses of any Participating Plan, the appropriate Plan
Administrator) shall pay from the Master Trust Fund the fees of any
Investment Manager and any specified expenses of administration of any
Participating Plan including, but not limited to, audit fees,
investment consulting fees, and recordkeeping expenses.

          Any amount paid from the Master Trust Fund which is
specifically allocable to a particular Participating Plan or Plans
shall be charged against the equitable share of such Participating
Plan or Plans; any amount paid from the Master Trust Fund which is
allocable to all of the Participating Plans shall be allocated to such
Participating Plans in an equitable manner.

     7.2  COMPENSATION OF THE TRUSTEE:  The Trustee shall receive for
its services as Trustee hereunder such reasonable compensation which
may be agreed upon from time to time by the Company and the Trustee. 
All amounts due the Trustee as compensation for its services shall be
paid by the Company, or prorated among the Company and the Affiliated
Corporations which have adopted this Master Trust in such a manner as
they deem equitable, or disbursed by the Trustee out of the Master
Trust Fund, and, until paid, shall constitute a charge upon the Master
Trust Fund.
                                 -31-

                             ARTICLE VIII

                        SETTLEMENT OF ACCOUNTS;
             DETERMINATION OF INTERESTS UNDER MASTER TRUST

     8.1  SETTLEMENT OF ACCOUNTS OF TRUSTEE:  The Trustee shall keep
accurate and detailed accounts of all of its receipts, investments and
disbursements under this Agreement on a modified cash basis,
accounting separately for each Investment Fund and for each insurance
or annuity contract purchased pursuant to the provisions of
Section 5.4 and which is not allocable to any Investment Fund.  The
financial statements, books and records of the Trustee with respect to
the Master Trust shall be open to inspection during all business hours
of the Trustee by the Company or the Committee or their
representatives, including, without limitation, independent certified
public accountants engaged by the Company or the Committee, on behalf
of all participants in the Participating Plans, to permit compliance
with the reporting and disclosure requirements of ERISA.  However,
such financial statements, books and records may not be audited more
frequently than twice in each fiscal year.  If an examination of the
financial statements of the Participating Plans requires a review of
the underlying transactions affecting such financial statements, such
independent certified public accountants shall rely on the report of
the independent certified public accountants engaged by the Trustee to
review its procedures and controls, to the extent such reliance is
permitted by generally accepted auditing standards.

          Within 90 days after the close of each calendar year, or any
termination of the duties of the Trustee, the Trustee shall prepare,
sign and mail in duplicate to the Company and the Committee an account
of its acts and transactions as Trustee hereunder.  Such account shall
include a statement of the equitable share in the Master Trust Fund
and in its component Investment Funds of each Participating Plan (and
where appropriate of each Affiliated Corporation which has adopted a
Participating Plan) as of the last day of such year or other period
and a statement of the portion of the Master Trust Fund under
management by any Investment Manager as of the same date.  If the
Company finds the account to be correct, the Company shall sign the
instrument of settlement annexed to one counterpart of the account and
return such counterpart to the Trustee, whereupon the account shall
become an account stated.  If within 90 days after receipt of the
account or any amended account the Company has not signed and returned
a counterpart to the Trustee, nor filed with the Trustee notice of any
objection to any act or transaction of the Trustee, the account or
amended account shall become an account stated.  If any objection has
been filed, and if the Company is satisfied that it should be
withdrawn or if the account is adjusted to its satisfaction, the
Company shall in writing filed with the Trustee signify its approval
of the account and it shall become an account stated.  In each case in
which an account becomes an account stated, the account shall be an
account stated between the Trustee and the Company and any Affiliated
Corporation which had adopted a Participating Plan.

          When an account becomes an account stated, such account
shall be finally settled, and the Trustee shall be completely
discharged and released, as if such account had been settled and
allowed by a judgment or decree of a court of competent jurisdiction
in an action or proceeding in which the Trustee, the Company and any
Affiliated Corporation which has adopted a Participating Plan were
parties.
                                 -32-

          The account of the Trustee's acts and transactions delivered
to the Committee shall be settled, and shall become an account stated,
in the same manner as the account delivered to the Company hereunder. 
When an account becomes an account stated as between the Trustee and
the Committee, the account shall be finally settled and the Trustee
shall be completely discharged and released, as if such account had
been settled and allowed by a judgment or decree of a court of
competent jurisdiction in an action or proceeding in which the Trustee
and the Committee were parties.

          The Trustee, the Committee or the Company shall have the
right to apply at any time to a court of competent jurisdiction for
judicial settlement of any account of the Trustee not previously
settled as hereinabove provided.  In any such action or proceeding it
shall be necessary to join as parties only the Trustee, the Committee
and the Company (although the Trustee may also join such other parties
as it may deem appropriate), and any judgment or decree entered
therein shall be conclusive.

     8.2  DETERMINATION OF RIGHTS AND BENEFITS OF PERSONS CLAIMING AN
INTEREST IN THE MASTER TRUST FUND; ENFORCEMENT OF MASTER TRUST
FUND:  The Committee shall have authority to determine the existence,
non-existence, nature and amount of the rights and interests of all
persons under the Participating Plan and in or to the Master Trust
Fund, 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 Master Trust Fund or under this Trust Agreement or the
Participating Plans.  The assets of the ESOP Trust shall not
constitute a portion of the Master Trust Fund, and the Trustee, in its
capacity as trustee of the Master Trust Fund, shall have no
responsibility with respect to the ESOP Trust, except as otherwise
specifically agreed by the Trustee.
                                 -33-

                              ARTICLE IX

         RESIGNATION, REMOVAL AND SUBSTITUTION OF THE TRUSTEE

     9.1  RESIGNATION OF TRUSTEE:  The Trustee may resign its duties
hereunder by filing with the Committee its written resignation.  No
such resignation shall take effect until 60 days from the date thereof
unless shorter notice is acceptable to the Committee.

     9.2  REMOVAL OF TRUSTEE:  The Trustee may be removed by the Board
of Directors of the Company at any time upon not less than 60 days'
notice to the Trustee, but such notice may be waived by the Trustee. 
Such removal shall be effected by delivering to the Trustee a written
notice of its removal executed by the Company, and by giving notice to
the Trustee of the appointment of a successor Trustee in the manner
hereinafter set forth.

     9.3  APPOINTMENT OF SUCCESSOR TRUSTEE:  The appointment of a
successor Trustee hereunder shall be accomplished by and shall take
effect upon the delivery to the resigning or removed Trustee, as the
case may be, of (a) an instrument in writing appointing such successor
Trustee, executed by the Company, together with a certified copy of
the resolution of the Board of Directors of the Company to such effect
and (b) an acceptance in writing of the office of successor Trustee
hereunder executed by the successor so appointed, both of which
documents shall be acknowledged in like manner as this Trust
Agreement.  The Company shall send notice of such appointment to each
Affiliated Corporation which has a Participating Plan, and to each
member of the Committee then in office and to each Plan Administrator. 
Any successor Trustee hereunder may be either a corporation authorized
and empowered to exercise trust powers or one or more individuals. 
All of the provisions set forth herein with respect to the Trustee
shall relate to each successor Trustee so appointed with the same
force and effect as if such successor Trustee had been originally
named herein as the Trustee hereunder.  If within 60 days after notice
of resignation shall have been given under the provisions of this
Article IX a successor Trustee shall not have been appointed, the
resigning Trustee or any member of the Committee may apply to any
court of competent jurisdiction for the appointment of a successor
Trustee.

     9.4  TRANSFER OF MASTER TRUST FUND TO SUCCESSOR:  Upon the
appointment of a successor Trustee, the resigning or removed Trustee
shall transfer and deliver the Master Trust Fund and the records
relating thereto to such successor Trustee, after reserving such
reasonable amount as it shall deem necessary to provide for its
expenses in the settlement of its accounts, the amount of any
compensation due it and any sums chargeable against the Master Trust
Fund for which it may be liable, but if the sums so reserved are not
sufficient for such purposes, the resigning or removed Trustee shall
be entitled to reimbursement for any deficiency from the successor
Trustee and from the Company and each Affiliated Corporation which has
a Participating Plan, who shall be jointly and severally liable
therefor.
                                 -34-

                               ARTICLE X

          DURATION AND TERMINATION OF MASTER TRUST; AMENDMENT

    10.1  DURATION AND TERMINATION:  This Trust Agreement shall
continue for such time as may be necessary to accomplish the purpose
for which it was created but may be terminated at any time by the
Company by action of its Board of Directors.  Notice of such
termination shall be given to the Trustee by an instrument in writing
executed by the Company and acknowledged in the same form as this
Agreement, together with a certified copy of the resolution of the
Board of Directors of the Company authorizing such termination.  The
Company shall notify the Committee and each Plan Administrator of such
termination.

    10.2  DISTRIBUTION UPON TERMINATION:  If this Trust Agreement is
terminated, the Trustee upon the written direction of the Committee
shall liquidate the Master Trust Fund to the extent required for
distribution and, after its final account has been settled as provided
in Article VIII, shall distribute the net balance thereof to such
person or persons, at such time or times and in such proportions and
manner as may be directed by the Committee or, with respect to the
equitable share of any Participating Plan, by the appropriate Plan
Administrator, or in the absence of such direction, as may be directed
by a judgment or decree of a court of competent jurisdiction.  Upon
making such distributions, the Trustee shall be relieved from all
further responsibility.  The powers of the Trustee hereunder shall
continue so long as any assets of the Master Trust Fund remain in its
hands.  Notwithstanding the foregoing provisions of this Section 10.2,
the Company may promptly advise the appropriate District Director of
Internal Revenue of the termination of the Master Trust and the
Trustee may delay the final distribution to Participants in the
terminated Participating Plans until said District Director shall
advise in writing that such termination does not adversely affect the
previously qualified status of the terminated Participating Plan or
Plans or the exemption from tax of the Master Trust under Code
Section 401(a) or 501(a).

    10.3  LOSS OF QUALIFICATION OF A PARTICIPATING PLAN; CERTAIN
WITHDRAWALS:  The equitable share of any Participating Plan shall be
immediately segregated and withdrawn from the Master Trust Fund if the
Plan ceases to be qualified under Code Section 401(a) and the Company
shall promptly notify the Trustee of any determination by the Internal
Revenue Service that any Participating Plan has ceased to be so
qualified.  Each Affiliated Corporation which has adopted the Master
Trust shall have the right to withdraw from this Master Trust upon six
months' written notice to the Trustee and the Committee, which written
notice may be waived by the Trustee and the Committee.  In the event
that any Affiliated Corporation which has adopted the Master Trust
shall cease to be an Affiliated Corporation of the Company, such
corporation shall withdraw from this Master Trust as soon as
arrangements may be reasonably made therefor, but in any event such
withdrawal shall be made not more than six months after the date such
corporation ceases to be an Affiliated Corporation.  Upon such
withdrawal, the Committee shall certify to the Trustee the interest in
the Master Trust Fund of the participants of such withdrawing
corporation and the Trustee shall thereupon separate such interest
from the Master Trust Fund as provided below in this Section.  The
Committee may at any time direct the Trustee to segregate and withdraw
the equitable share of any Participating Plan or that portion of such
equitable share as may be certified to the Trustee by the Committee as
allocable to any specified group or groups of employees or
beneficiaries.  Whenever
                                 -35-

segregation is required, the Trustee shall withdraw from the Master
Trust Fund such assets as it shall in its absolute discretion deem to
be equal in value to the equitable share to be segregated.  Such
withdrawal from the Master Trust Fund shall be in cash or in any
property held in such Fund, or in a combination of both, in the
absolute discretion of the Trustee.  The Trustee shall thereafter hold
the assets so withdrawn as a separate trust fund in accordance with
the provisions either of this Agreement (which shall be construed in
respect of such assets as if the employer maintaining such
Participating Plan (determined without regard to whether any
subsidiaries or affiliates of such employer have joined in such
Participating Plan) had been named as the Company hereunder and as if
the Plan Administrator for such Plan had been named as the Plan
Administrator hereunder) or of a separate trust agreement.  Such
segregation shall not preclude later readmission to the Master Trust.

    10.4  AMENDMENT:  By an instrument in writing delivered to the
Trustee executed pursuant to the order of the Company's Board of
Directors and acknowledged in the same form as this Agreement, the
Company shall have the right at any time and from time to time to
amend this Agreement in whole or in part except that the duties and
responsibilities of the Trustee shall not be increased without the
Trustee's written consent; provided, however, that no such amendment
shall authorize or permit, at any time prior to the satisfaction of
all liabilities with respect to employees and their beneficiaries
under any Participating Plan, any part of the equitable share of such
Participating Plan in the Master Trust Fund to be used for, or
diverted to, any purposes other than for the exclusive benefit of such
employees and their beneficiaries.  Notwithstanding the foregoing, the
Committee may authorize any amendment or modification to Article V of
this Agreement regarding the selection of investments or Investment
Funds in which the Master Trust Fund may be invested including,
without limitation, the Group Trusts.          

       Any such amendment shall become effective upon (a) delivery
to the Trustee of the written instrument of amendment executed by the
appropriate officers of the Company, together with a certified copy of
the resolution of the Board of Directors of the Company authorizing
such amendment and (b) endorsement by the Trustee on such instrument
of its receipt thereof, together with its consent thereto if such
consent is required.

    10.5  ACCEPTANCE OR REJECTION OF AMENDMENT BY AFFILIATED
CORPORATIONS:  Each Affiliated Corporation which has a Participating
Plan shall be presumed to have consented to any amendment hereof made
by the Company unless it shall object thereto in writing within 30
days after receiving written notice of such amendment.  Any Affiliated
Corporation not consenting to any amendment may obtain a separation of
its interest in the Master Trust Fund in accordance with the
provisions of Section 10.3 hereof, any time after 30 days after
receipt of written notice of such amendment, to which such Affiliated
Corporation shall not so consent.
                                 -36-

                              ARTICLE XI

                             MISCELLANEOUS

    11.1  GOVERNING LAW; NO BOND REQUIRED OF TRUSTEE:  Subject to the
provisions of ERISA, as they may be amended from time to time, which
may be applicable and provide to the contrary, this Trust Agreement
and the Trust hereby created shall be governed, construed,
administered and regulated in all respects under the laws of the State
of Texas.  No bond or other security for the faithful performance of
its duties hereunder shall be required of the Trustee unless otherwise
required by law.

    11.2  INTEREST IN MASTER TRUST FUND; ASSIGNMENT:  No document
shall be issued evidencing any interest in the Master Trust or in the
Master Trust Fund, and no Participating Plan shall have the power to
assign all or any part of its equitable share of the Master Trust Fund
or of its interest therein.

    11.3  INVALID PROVISIONS:  If any provision or provisions of this
Trust Agreement shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions of
this Trust Agreement, but shall be fully severable and the Trust
Agreement shall be construed and enforced as if said illegal or
invalid provisions had never been inserted herein.

    11.4  PROHIBITION OF DIVERSION:  Except as provided in Article VII
hereof, it shall be impossible under this Trust Agreement for any part
of the corpus or income of the Master Trust Fund to be used for, or
diverted to, purposes other than for the exclusive benefit of
employees of the Company and Affiliated Corporations which have a 
Participating Plan and the beneficiaries of such employees.  It shall
also be impossible under this Trust Agreement for any part of the
Master Trust Fund to revert directly or indirectly to the Company or
any Affiliated Corporation which has a Participating Plan, except to
the extent such reversions are specifically authorized under
Section 403(c)(2) of ERISA.

    11.5  HEADINGS FOR CONVENIENCE ONLY:  The headings and subheadings
in this Trust Agreement are inserted for convenience of reference only
and are not to be used in construing this instrument or any provision
thereof.

    11.6  SUCCESSORS AND ASSIGNS:  This Trust Agreement shall bind and
inure to the benefit of the successors and assigns of the Company and
the Trustee, respectively.                                 
                                   -37-

          IN WITNESS WHEREOF, the Company and Trustee have caused
these presents to be executed by their duly authorized officers, in a
number of copies all of which shall constitute one and the same
instrument which may be sufficiently evidenced by any executed copy
hereof, this 7th day of April, 1994, but effective as of January 1,
1994.

                       HOUSTON INDUSTRIES INCORPORATED

                         By Don D. Sykora
                              President and Chief Operating Officer

ATTEST:

Rufus S. Scott
Assistant Corporate Secretary

                              TEXAS COMMERCE BANK NATIONAL
                                 ASSOCIATION, Trustee

                              By Jane E. Whitte
                                   Vice President & Trust Officer

ATTEST:
Tom Abercrombie
                                 -38-

                               EXHIBIT A

                      Participating Plans in the
                    Houston Industries Incorporated
             Master Savings Trust, under a Trust Agreement
            with Texas Commerce Bank National Association,
                      Dated as of January 1, 1994

               NAME OF PLAN                PLAN NUMBER  
 
 1.    Houston Industries Incorporated         015
       Savings Plan

                                  A-1

                               EXHIBIT B

To TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee:

          The undersigned have duly adopted and hereby signify their
intention to join in and become a party to the Houston Industries
Incorporated Master Savings Trust, dated as of January 1, 1994,
between you and Houston Industries Incorporated so that the defined
contribution plans maintained for employees of the undersigned may
participate in the Master Trust established under such Trust
Agreement.

          IN WITNESS WHEREOF, the undersigned have caused these
presents to be executed by their duly authorized officers and their
seals to be hereto affixed this _____ day of
_________________________, 199___, but effective as of
__________________, 199___.

                              [AFFILIATED CORPORATION]

                              By                                 

ATTEST:

                       
                                  B-1

      CONSENT BY COMPENSATION AND BENEFITS COMMITTEE AND TRUSTEE

          The undersigned, being respectively the Compensation and
Benefits Committee and the Trustee described in the above-mentioned
Trust Agreement, hereby consent to the above-mentioned Affiliated
Corporations joining in and becoming a party to such Trust Agreement. 
The Compensation and Benefits Committee hereby certifies to the
Trustee that a copy of this instrument has been received by each
member of the Compensation and Benefits Committee referred to in such
Trust Agreement.

                                   COMPENSATION AND BENEFITS COMMITTEE
                                   OF HOUSTON INDUSTRIES INCORPORATED

                                   By                            
                                       Chairman

ATTEST:

                         
Secretary

                                   TEXAS COMMERCE BANK NATIONAL
                                   ASSOCIATION, Trustee

                                   By                            

ATTEST:

                         
                                  -1- 

Basic Info X:

Name: MASTER SAVINGS TRUST
Type: trust
Date: May 13, 1994
Company: CENTERPOINT ENERGY HOUSTON ELECTRIC LLC
State: Texas

Other info:

Date:

  • 1st day of January , 1994
  • January 1 , 1976
  • October 5 , 1990
  • June 21 , 1989
  • July 1 , 1989
  • December 31 , 1993
  • 7th day of April , 1994
  • January 1 , 1994

Organization:

  • Continuation of Master Trust
  • General Duties of the Company
  • Employee Records 3.3 General Duties of Trustee
  • Exclusive Benefit of Employees Under Participating Plans 4.3 Authority of Company and Committee
  • 5.3 Direction of Investment
  • 5.5 Voting of Securities Other
  • Tendering of Company Stock
  • 5.7 Powers of Trustee
  • Composition of Committee
  • 6.2 Evidence of Action by Company or Committee
  • Accounts of Trustee
  • 9.1 Resignation of Trustee
  • 9.2 Removal of Trustee
  • 9.3 Appointment of Successor Trustee
  • 10.2 Distribution Upon Termination
  • Bond Required of Trustee
  • ESOP Trust Agreement
  • The Savings Plan of Houston Industries Incorporated ESOP
  • Company and State Street Bank
  • The Dietche & Field Investment Trust
  • The Houston Industries Incorporated Master Savings Trust
  • The Houston Industries Incorporated Savings Plan
  • Company and Trustee
  • Master Trust Fund
  • Trustee and State Street Bank
  • New York Stock Exchange
  • Sarofim Trust Co
  • Oechsle International Group Trust Fund
  • District Director of Internal Revenue
  • Internal Revenue Service
  • Affiliated Corporation of the Company
  • Company 's Board of Directors
  • the Group Trusts
  • Board of Directors of the Company
  • Compensation and Benefits Committee
  • TEXAS COMMERCE BANK NATIONAL ASSOCIATION

Location:

  • Harris County
  • United States of America
  • Post Oak Park
  • Oak Parkway
  • Article VIII
  • TEXAS
  • HOUSTON

Person:

  • Don D. Sykora
  • Rufus S. Scott
  • Jane E. Whitte
  • Tom Abercrombie

Percent:

  • 50 %
  • 10 %