Texas Genco's Publicly Held Shares Converted Into $47 Per Share; TGN Stock Will Cease Trading at Market Close Today

Texas Genco's Publicly Held Shares Converted Into $47 Per Share;
TGN Stock Will Cease Trading at Market Close Today 


HOUSTON, Dec. 14  /PRNewswire-FirstCall/ -- CenterPoint Energy, Inc. (NYSE:CNP)
and Texas Genco Holdings, Inc. (NYSE:TGN) today announced the closing of Texas
Genco Holdings' merger with a wholly owned subsidiary of CenterPoint Energy. 
As a result of the merger, Texas Genco Holdings' publicly held shares have been
converted into the right to receive $47 per share in cash without interest and
less any applicable withholding taxes.  Following the close of trading today,
Texas Genco Holdings' shares will no longer be publicly traded.

   (Logo:  http://www.newscom.com/cgi-bin/prnh/20020930/CNPLOGO
           http://www.newscom.com/cgi-bin/prnh/20030127/DAM020LOGO )



The merger is part of the first step of the transaction announced in July in
which Texas Genco LLC, formerly known as GC Power Acquisition LLC, will acquire
CenterPoint Energy's wholesale electric power generation company for about
$3.65 billion in cash.  Texas Genco LLC is owned in equal parts by affiliates
of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co.
L.P. and Texas Pacific Group.  The final portion of this step is to be
completed December 15, 2004, when Texas Genco Holdings will sell its subsidiary
that owns its coal, lignite and gas-fired generation plants to Texas Genco LLC
for $2.813 billion in cash.  Cash proceeds to CenterPoint Energy from this
step, after payment of the $47 per share to the public shareholders, will be
$2.231 billion.

The second step of the transaction is expected to take place in the first half
of 2005 following receipt of approval by the Nuclear Regulatory Commission. 
Texas Genco LLC will acquire Texas Genco Holdings, Inc., whose principal
remaining asset will be its ownership interest in the South Texas Project
nuclear generating facility, for $700 million.  Total cash proceeds to
CenterPoint Energy from both steps of the transaction are expected to be
approximately $2.931 billion, representing a price to CenterPoint Energy of
$45.25 per share for its ownership interest in Texas Genco Holdings.

For more information regarding these transactions, please refer to Texas Genco
Holdings' information statement on Schedule 14C dated November 12, 2004, which
can be found on both the Securities and Exchange Commission's Internet site
located at http://www.sec.gov/ and on Texas Genco Holdings' Internet site
located at http://www.txgenco.com/ .  Any questions about the payment of the
merger consideration should be directed to 800.231.6406.

This news release includes forward-looking statements.  Actual events and
results may differ materially from those projected.  The statements in this
news release regarding future events and other statements that are not
historical facts are forward-looking statements.  Factors that could affect
actual results include the satisfaction of certain closing conditions relating
to the future transactions described in this release, the timing and impact of
future regulatory decisions, and other factors discussed in CenterPoint
Energy's and Texas Genco Holdings' Form 10-Ks for the period ended December 31,
2003, Form 10-Qs for the periods ended March 31, 2004, June 30, 2004, and
September 30, 2004 and other filings with the Securities and Exchange
Commission. 

http://www.newscom.com/cgi-bin/prnh/20020930/CNPLOGO

http://www.newscom.com/cgi-bin/prnh/20030127/DAM020LOGO

http://photoarchive.ap.org/

DATASOURCE: CenterPoint Energy, Inc.; Texas Genco Holdings, Inc.



CONTACT:  media, Leticia Lowe, [phone], or investors, Marianne

Paulsen, [phone], both of CenterPoint Energy, Inc.; or for Texas Genco

LLC information, Joe Householder, [phone]



Web site:  http://www.sec.gov/ 

Web site:  http://www.centerpointenergy.com/

http://www.txgenco.com/ 

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