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                                                                    EXHIBIT 10.5


                                 FIRST AMENDMENT
                           TO RELIANT RESOURCES, INC.
                                  DEFERRAL PLAN
                    (As Established Effective January 1, 2002)


         WHEREAS, Reliant Resources, Inc. (the "Company") has heretofore adopted
the Reliant Resources, Inc. Deferral Plan (As Established Effective January 1,
2002) (the "Plan"); and

         WHEREAS, the Board of Directors of the Company has determined and
authorized that the Plan be amended;

         NOW, THEREFORE, effective January 14, 2003, the Plan is amended as
follows:

1. Article I of the Plan shall be amended to add the following definition of
Change of Control:

         "'CHANGE OF CONTROL' or 'CIC' shall be deemed to have occurred upon the
         occurrence of any of the following events:

                  (a) 30% OWNERSHIP CHANGE: Any Person, other than an ERISA-
         regulated pension plan established by the Company or an affiliate of
         the Company, makes an acquisition of Outstanding Voting Stock and is,
         immediately thereafter, the beneficial owner of 30% or more of the then
         Outstanding Voting Stock, unless such acquisition is made directly from
         the Company in a transaction approved by a majority of the Incumbent
         Directors; or any group is formed that is the beneficial owner of 30%
         or more of the Outstanding Voting Stock; or

                  (b) BOARD MAJORITY CHANGE: Individuals who are Incumbent
         Directors cease for any reason to constitute a majority of the members
         of the Board; or

                  (c) MAJOR MERGERS AND ACQUISITIONS: Consummation of a Business
         Combination unless, immediately following such Business Combination,
         (i) all or substantially all of the individuals and entities that were
         the beneficial owners of the Outstanding Voting Stock immediately prior
         to such Business Combination beneficially own, directly or indirectly,
         more than 70% of the then outstanding shares of voting stock of the
         parent corporation resulting from such Business Combination in
         substantially the same relative proportions as their ownership,
         immediately prior to such Business Combination, of the Outstanding
         Voting Stock, (ii) if the Business Combination involves the issuance or
         payment by the Company of consideration to another entity or its
         shareholders, the total fair market value of such consideration plus
         the principal amount of the consolidated long-term debt of the entity
         or business being acquired (in each case, determined as of the date of
         consummation of such Business Combination by a majority of the
         Incumbent Directors) does not exceed 50% of the sum of the fair market
         value of the Outstanding Voting Stock plus the principal amount of the
         Company's consolidated long-term debt (in each case, determined
         immediately prior to such



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consummation by a majority of the Incumbent Directors), (iii) no Person (other
than any corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 30% or more of the then outstanding shares of
voting stock of the parent corporation resulting from such Business Combination
and (iv) a majority of the members of the board of directors of the parent
corporation resulting from such Business Combination were Incumbent Directors of
the Company immediately prior to consummation of such Business Combination; or

         (d) MAJOR ASSET DISPOSITIONS: Consummation of a Major Asset Disposition
unless, immediately following such Major Asset Disposition, (i) individuals and
entities that were beneficial owners of the Outstanding Voting Stock immediately
prior to such Major Asset Disposition beneficially own, directly or indirectly,
more than 70% of the then outstanding shares of voting stock of the Company (if
it continues to exist) and of the entity that acquires the largest portion of
such assets (or the entity, if any, that owns a majority of the outstanding
voting stock of such acquiring entity) and (ii) a majority of the members of the
board of directors of the Company (if it continues to exist) and of the entity
that acquires the largest portion of such assets (or the entity, if any, that
owns a majority of the outstanding voting stock of such acquiring entity) were
Incumbent Directors of the Company immediately prior to consummation of such
Major Asset Disposition,

For purposes of the foregoing,

         (1) the term "Person" means an individual, entity or group;

         (2) the term "group" is used as it is defined for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act");

         (3) the term "beneficial owner" is used as it is defined for purposes
of Rule 13d-3 under the Exchange Act;

         (4) the term "Outstanding Voting Stock" means outstanding voting
securities of the Company entitled to vote generally in the election of
directors; and any specified percentage or portion of the Outstanding Voting
Stock (or of other voting stock) shall be determined based on the combined
voting power of such securities;

         (5) the term "Incumbent Director" means a director of the Company (x)
who was a director of the Company on January 14, 2003 or (y) who becomes a
director subsequent to such date and whose election, or nomination for election
by the Company's shareholders, was approved by a vote of a majority of the
Incumbent Directors at the time of such election or nomination, except that any
such director shall not be deemed an Incumbent Director if his or her initial
assumption of office occurs as a result of an actual or threatened election
contest



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or other actual or threatened solicitation of proxies by or on behalf of a
Person other than the Board;

         (6) the term "election contest" is used as it is defined for purposes
of Rule 14a-11 under the Exchange Act;

         (7) the term "Business Combination" means (x) a merger or consolidation
involving the Company or its stock or (y) an acquisition by the Company,
directly or through one or more subsidiaries, of another entity or its stock or
assets;

         (8) the term "parent corporation resulting from a Business Combination"
means the Company if its stock is not acquired or converted in the Business
Combination and otherwise means the entity which as a result of such Business
Combination owns the Company or all or substantially all the Company's assets
either directly or through one or more subsidiaries; and

         (9) the term "Major Asset Disposition" means the sale or other
disposition in one transaction or a series of related transactions of 70% or
more of the assets of the Company and its subsidiaries on a consolidated basis;
and any specified percentage or portion of the assets of the Company shall be
based on fair market value, as determined by a majority of the Incumbent
Directors."

2. Section 5.2 of Article V of Program A is hereby amended to delete the last
sentence thereof.

3. Section 5.3 in Article V of Program A, Deferred Compensation, is deleted and
the following is inserted in its place:

                  "5.3 Distribution Upon Early Termination. Notwithstanding
         anything in the Article V to the contrary, except as otherwise provided
         in this Section 5.3, if an Employee Participant's Employment is
         terminated for any reason prior to his attainment of age 55, any
         distribution election made by the Participant pursuant to Section 5.1
         that was not previous effectuated shall be disregarded, and the
         Participant's Deferral Account balance will be distributed to him in
         the form of a lump-sum as soon as administratively practicable
         following his termination of Employment, unless the Employee
         Participant was terminated by the Company in connection with a Change
         of Control, in which event the Employee Participant's election under
         Section 5.1 shall be given effect. Whether an Employee Participant was
         terminated by the Company in connection with a Change of Control shall
         be determined by the Committee in its sole discretion."

4. New Section 5.5 is added to Article V of Program A which shall read as
follows:

                  "5.5 Change of Distribution Elections. Notwithstanding any
         other provision of this Program A, before any distribution commences
         (excluding an Early Withdrawal under Section 5.4) pursuant to a
         distribution election made by a Participant for the




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         Participant's Deferral Account, 1985 Plan Deferral Account (if any) or
         1989 Plan Deferral Account (if any), the Participant may change, in
         accordance with procedures established by the Committee, the
         Participant's previous distribution elections and make new, irrevocable
         distribution elections that shall take the place of such previous
         distribution elections, provided, however, that any such revised
         election shall not become effective until twelve (12) months after the
         date such a revised election, executed by the Participant, has been
         physically received by the Committee. If such revised election does not
         become effective, the distribution election in effect and made prior to
         the revised election shall control."

5. Section 5.1(b)(ii) of Article V of Program B is hereby amended to delete the
last sentence thereof.

6. New Sections 5.5 and 5.6 shall be added to Article V of Program B, Savings
Restoration Benefits, which shall read as follows:

                  "5.5 Early Withdrawal with Penalty. Notwithstanding the
         provisions of this Article V, the Plan or any applicable distribution
         election to the contrary, a Participant may elect, in accordance with
         procedures established by the Committee, to receive a lump-sum payment
         equal to the sum of the entire balance in his Savings Restoration
         Account at any time prior to the date otherwise designated for the
         distribution of such Account. Such payment shall be made as soon as
         practicable following the date as of which the Participant requests
         such payment. The Committee shall impose a penalty for such early
         payment, in an amount equal to 10% of the Account balance to be
         distributed, and such penalty shall be deducted from the distribution
         and forfeited by the Participant.

                  5.6 Change of Distribution Elections. Notwithstanding any
         other provision of this Program B but subject to Section 5.2(a), before
         any distribution commences (excluding an Early Withdrawal under Section
         5.5) pursuant to a distribution election made by a Participant for the
         Participant's Savings Restoration Account, the Participant may change,
         in accordance with procedures established by the Committee, the
         Participant's previous distribution election and make new, irrevocable
         distribution election that shall take the place of such previous
         distribution elections, provided, however, that any such revised
         election shall not become effective until twelve (12) months after the
         date such a revised election, executed by the Participant, has been
         physically received by the Committee. If such revised election does not
         become effective, the distribution election in effect and made prior to
         the revised election shall control."

7. Section 4.l(b)(ii)(B)(II) of Article IV of Program C is hereby amended to
delete the last sentence thereof.

8. New Sections 4.3 and 4.4 shall be added to Article IV of Program C, Benefit
Restoration Benefits, which shall read as follows:



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                  "4.3 Early Withdrawal With Penalty. Notwithstanding the
         provisions of this Article IV, the Plan or any applicable distribution
         election to the contrary, a Participant may elect, in accordance with
         procedures established by the Committee, to receive a lump-sum payment
         equal to the sum of the entire balance in his BRP Account at any time
         prior to the date otherwise designated for the distribution of such
         Account. Such payment shall be made as soon as practicable following
         the date as of which the Participant requests such payment. The
         Committee shall impose a penalty for such early payment, in an amount
         equal to 10% of the Account balance to be distributed, and such penalty
         shall be deducted from the distribution and forfeited by the
         Participant.

                  4.4 Change of Distribution Elections. Notwithstanding any
         other provision of this Program C, but subject to Section 4.1
         (b)(ii)(A), before any distribution commences (excluding an Early
         Withdrawal under Section 4.3) pursuant to a distribution election made
         by a Participant for the Participant's BRP Account, the Participant may
         change, in accordance with procedures established by the Committee, the
         Participant's previous distribution election and make new, irrevocable
         distribution election that shall take the place of such previous
         distribution elections, provided, however, that any such revised
         election shall not become effective until twelve (12) months after the
         date such a revised election, executed by the Participant, has been
         physically received by the Committee. If such revised election does not
         become effective, the distribution election in effect and made prior to
         the revised election shall control."

9. Section 4.1(b)(ii) of Article IV of Program D is hereby amended to delete the
last sentence thereof.

10. New Sections 4.3 and 4.4 shall be added to Article IV of Program D,
Transferred Savings Restoration Benefits, which shall read as follows:

                  "4.3 Early Withdrawal With Penalty. Notwithstanding the
         provisions of this Article IV, the Plan or any applicable distribution
         election to the contrary, a Participant may elect, in accordance with
         procedures established by the Committee, to receive a lump-sum payment
         equal to the sum of the entire balance in his Savings Restoration
         Account at any time prior to the date otherwise designated for the
         distribution of such Account. Such payment shall be made as soon as
         practicable following the date as of which the Participant requests
         such payment. The Committee shall impose a penalty for such early
         payment, in an amount equal to 10% of the Account balance to be
         distributed, and such penalty shall be deducted from the distribution
         and forfeited by the Participant.

                  4.4 Change of Distribution Elections. Notwithstanding any
         other provision of this Program D, but subject to Section 4.1 (a),
         before any distribution commences (excluding an Early Withdrawal under
         Section 4.3) pursuant to a distribution election made by a Participant
         for the Participant's Savings Restoration Account, the Participant may
         change, in accordance with procedures established by the Committee, the
         Participant's previous distribution election and make new, irrevocable
         distribution election that shall take the place of such previous
         distribution elections, provided, however, that any such revised
         election shall not become effective until twelve (12)



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         months after the date such a revised election, executed by the
         Participant, has been physically received by the Committee. If such
         revised election does not become effective, the distribution election
         in effect and made prior to the revised election shall control."

11. Section 4.1(a) of Article IV of Program E is hereby amended to delete the
last sentence thereof.

12. Sections 4.1(b), 4.2(a) and 4.2(d) of Article IV of Program E are amended
and restated to read as follows:

                  4.1 "(b) Early Termination. If a Participant's Employment is
         terminated for any reason other than death or retirement at or after
         his Early Retirement Date, he shall receive the remaining balance in
         his 1985 Plan Deferral Account as a lump-sum distribution on the first
         day of the month coincident with or next following the expiration of 90
         days following the date of the Participant's termination of Employment,
         unless the Participant was terminated by the Company in connection with
         a Change of Control, in which event the Participant's election under
         Section 4.1(a) shall be given effect. Whether a Participant was
         terminated by the Company in connection with a Change of Control shall
         be determined by the Committee in its sole discretion.

                  4.2 (a) Early Distribution. If the Participant elected to
         receive an early distribution of either 50% or 100% of the benefits
         attributable to compensation deferred in a prior year, then the portion
         of his 1989 Plan Deferral Account to which such election applies shall
         be distributed within 90 days of the beginning of the year selected by
         the Participant, which year may not commence earlier than three years
         from the end of the Plan Year in which the Participant deferred such
         compensation. A Participant may make only one Early Distribution
         election under this Plan.

                  4.2 (d) Early Termination. If the Participant's Employment is
         terminated for any reason other than death or retirement at or after
         his Early Retirement Date, he shall receive the remaining balance in
         his 1989 Plan Deferral Account as a lump-sum distribution within 90
         days following the date of his termination of Employment or as soon as
         practicable thereafter, unless the Participant was terminated by the
         Company in connection with a Change of Control, in which event the
         Participant's election under Section 4.2(a) shall be given effect.
         Whether a Participant was terminated by the Company in connection with
         a Change of Control shall be determined by the Committee in its sole
         discretion."

13. Section 4.2(c) of Article IV of Program E is hereby amended to delete the
last sentence thereof.

14. The following new Section 4.4 is added to Article IV of Program E,
Transferred Deferred Compensation Benefits, which shall read as follows:



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                  "4.4 Change of Distribution Elections. Notwithstanding any
         other provision of this Program E, before any distribution commences
         (excluding an Early Withdrawal under Section 4.3) pursuant to a
         distribution election made by a Participant for the Participant's 1985
         Deferral Plan Account or 1989 Deferral Plan Account, the Participant
         may change, in accordance with procedures established by the Committee,
         the Participant's previous distribution elections and make new,
         irrevocable distribution elections that shall take the place of such
         previous distribution elections, provided, however, that any such
         revised election shall not become effective until twelve (12) months
         after the date such a revised election, executed by the Participant,
         has been physically received by the Committee. If such revised election
         does not become effective, the distribution election in effect and made
         prior to the revised election shall control."

15. AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.

         IN WITNESS WHEREOF, Reliant Resources, Inc. has caused these presents
to be executed by its duly authorized officer 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 21st day of May 2003, but effective
as of the dates specified herein.

                                             RELIANT RESOURCES, INC.



                                             By: /s/ PHILIP J. BAZELIDES
                                                --------------------------------
                                                Philip J. Bazelides
                                                Senior Vice President
                                                Human Resources





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