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                                                                   EXHIBIT 10.2

                    AMENDMENT TO SEVERANCE AGREEMENT
                    --------------------------------

     This AMENDMENT TO SEVERANCE AGREEMENT is made and effective as of the 13th
day of April 2003, by and between RELIANT RESOURCES, INC., a Delaware
corporation having its principal place of business in Houston, Harris County,
Texas (the "Company"), and R. Steve Letbetter, an individual currently residing
in Houston, Harris County, Texas ("Executive").

     WHEREAS, Executive was employed by the Company as the Chief Executive
Officer and served as Chairman of the Board of Directors of the Company (the
"Board"); and

     WHEREAS, Executive has resigned his employment as the Company's Chief
Executive Officer and as a member of the Board and all of his other positions
with the Company and its affiliates, effective as of April 13, 2003; and

     WHEREAS, the Company and the Executive have previously entered into that
certain Severance Agreement, effective as of January 14, 2003 (the
"Agreement"); and

     WHEREAS, the Company considers it in the best interest of the stockholders
to amend certain provisions of the Agreement.

     NOW, THEREFORE, the Company and Executive have entered into this amendment
to the Agreement, effective as of April 13, 2003, as follows:

     1.   The definition of "Covered Termination" in Section 1 of the Agreement
is hereby amended to add the following sentence to the end thereof:

  "Furthermore, notwithstanding the foregoing, a Covered Termination shall also
  include Executive's voluntary resignation of employment on April 13, 2003,
  pursuant to his letter of resignation dated that same date."

     2.   Section 2(b) of the Agreement is hereby amended in its entirety to
read as follows:

     "(b) PRO RATED BONUS: Executive will receive an amount equal to the product
  of (1) the Salary and (2) 200%, with the product of (1) and (2) prorated based
  on the number of days Executive was employed during the bonus year in which
  his employment terminated, with such amount being equal to $747,946. Such
  bonus shall be paid within 15 days after the expiration of the Waiver and
  Release revocation period."

     3.   Section 2(c) of the Agreement is hereby amended to add the following
sentence to the end thereof:

  "The foregoing notwithstanding, with respect to medical, dental and vision
  coverage for Executive and his eligible dependents, Executive may elect to



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     participate in the Company's retiree medical, dental and vision plan in
     which event (i) Executive shall pay premiums at the active employee rate,
     as in effect from time to time, until age 65, (ii) the Company will cause
     such coverage for Executive and his eligible dependents to be maintained at
     a cost to Executive equal to the active employee rate until Executive
     attains age 65, and (iii) upon attaining age 65, Executive and his eligible
     dependents will continue to be eligible to participate in the retiree
     medical, dental and vision plan, if any, at retiree rates as then in effect
     for other retirees."

          4.    Section 2(e) of the Agreement is hereby amended in its entirety
to read as follows:

          "(e)  FINANCIAL PLANNING: Continued access, for the remainder of the
     calendar year 2003, to financial planning services up to a maximum direct
     cost to the Company of $25,000."

          5.    Section 8 of the Agreement is hereby amended in its entirety to
read as follows:

          "8.   NON-SOLICITATION AND NON-COMPETITION:

          (a)   In consideration for the full vesting on April 13, 2004 of
     Executive's unvested Performance Shares for the 2001-2003 period and
     2002-2004 period, at target, and the unvested time-based restricted shares
     under the Company's long-term incentive plans that are outstanding as of
     Executive's termination date and that would otherwise terminate and expire
     as of such date, and for such other consideration provided under this
     Agreement, including but not limited to the Company's agreement to provide
     Executive with Confidential Information regarding the Company and the
     Company's business, Executive agrees that for the one-year period
     commencing on April 13, 2003, he shall not, without the prior written
     consent of the Company, directly or indirectly, (i) hire or induce, entice
     or solicit (or attempt to induce, entice or solicit) any employee of the
     Company or any of its affiliates or ventures to leave the employment of the
     Company or any of its affiliates or ventures or (ii) solicit or attempt to
     solicit the business of any customer or acquisition prospect of the Company
     or any of its affiliates or ventures with whom Executive had any actual
     contact while employed at the Company.

          (b)   Additionally, for consideration set forth in Section 8(a)
     above, Executive agrees that for one year following April 13, 2003, he will
     not, without the prior written consent of the Company, acting alone or in
     conjunction with others, either directly or indirectly, engage in any
     business that is in competition with the Company or accept employment with
     or render services to such a business as an officer, agent, employee,
     independent contractor or consultant, or otherwise engage in activities
     that are in competition with the Company.


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     (c)    The restrictions contained in this Section 8 are limited to the
geographic area of the state of Texas.

     (d)    Executive acknowledges that these restrictive covenants under this
Agreement, for which Executive received valuable consideration from the Company
as provided in this Agreement, are ancillary to otherwise enforceable
provisions of this Agreement; that the consideration provided by the Company
gives rise to the Company's interest in restraining Executive from competing
and that the restrictive covenants are designed to enforce Executive's
consideration or return promises under this Agreement. Additionally, Executive
acknowledges that these restrictive covenants contain limitations as to time,
geographical area, and scope of activity to be restrained that are reasonable
and do not impose a greater restraint than is necessary to protect the goodwill
or other legitimate business interests of the Company, including, but not
limited to, the Company's need to protect its Confidential Information."

     6.    The Agreement is hereby amended to add Section 18 thereto, as
follows:

     "18.  CONSULTING AGREEMENT: The Company agrees to retain Executive
commencing on April 14, 2003 (the "Effective Date"), as an independent
consultant, and Executive agrees to render consulting services for the period
described in Section 18(a) hereof and upon the other terms and conditions
herein provided.

           (a)  The period of Executive's engagement as a consultant shall
     commence on the Effective Date and will continue (unless sooner terminated
     pursuant to Section 18(g) hereof) until April 13, 2004, provided that the
     Company or Executive gives 30 days' written notice to the other in advance
     of such expiration date that the Company or Executive, as applicable,
     intends not be extend the term of the engagement. If the engagement is not
     so terminated as provided in the foregoing sentence, then the term of this
     engagement shall be automatically extended for an additional month
     following the expiration of the original 12-month term and thereafter shall
     be automatically extended for additional successive one-month periods
     unless, and until, the Company or Executive gives 30 days' written notice
     in advance of a monthly anniversary date that the Company or Executive, as
     applicable, intends not to further extend the term.

           (b)  Executive hereby engages to provide during the term of this
     engagement such services of a consulting or advisory nature as the Company
     may reasonably request with respect to matters arising out of the conduct
     of the Company's business during the period that Executive was en employee
     of the Company. During the term of such engagement, Executive will provide
     consulting service with respect to matters, including, but not limited to,
     assisting the Company in responding to (i) investigations, inquiries or any
     other proceeding relating to the Company's

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     activities by governmental bodies and agencies or (ii) disputes or
     litigation involving the Company or any of its subsidiaries. Subject to
     Executive's obligations and responsibilities with respect to any other
     employment Executive obtains, Executive will devote his efforts and time
     during the term of such engagement as shall be reasonably necessary to
     perform his services as requested hereunder and to advance the interests of
     the Company. Executive will act solely in a consulting capacity hereunder
     and in consequence shall not have authority to act for the Company or to
     give instructions or orders on behalf of the Company or otherwise to make
     commitments for or on behalf of the Company. Executive will not be an
     employee of the Company during the term of this engagement, but shall act
     in the capacity of an independent contractor. The Company shall not
     exercise control over the detail, manner or methods of the performance of
     the services by Executive as a consultant under this Agreement.

          (c) The Company shall pay Executive $83,333.33 each month during the
     term of his engagement under this Section 18, with the first payment being
     made on or about May 1, 2003, or, if later, as soon as administratively
     practicable after the expiration of the Waiver and Release revocation
     period, and each monthly payment made thereafter on or about the first
     business day of the applicable month. Moreover, for each hour of consulting
     services provided that exceeds 1040 hours during the first year (or that
     exceed 85 hours during any month after the first year), Executive shall be
     paid at the rate of $500 per hour for consulting services actually
     performed under this Agreement.

          (d)  The Company shall reimburse Executive for reasonable expenses
     incurred in the performance of consulting services hereunder, including
     travel and the cost of necessary office equipment or supplies.

          (e)  Executive's sole compensation for the services rendered pursuant
     to this Agreement following his termination date shall be the amount
     provided for above in Section 18(c). Executive will not be entitled to
     participate in any employee benefit or compensation plan or arrangement of
     the Company with respect to the work done under this Agreement as a
     consultant, and no service pursuant to this Agreement shall be credited as
     service for any purposes under any employee benefit or compensation plan or
     arrangement of the Company. Executive hereby waives any rights to benefits
     under any employee benefit or compensation plan or arrangement should any
     judicial or administrative determination conclude that Executive was
     otherwise eligible or such plan or arrangement.

          (f)  Executive will submit monthly invoices for charges and
     reimbursements (excluding the monthly payments provided in Section 18(c)
     above) due for services as a consultant under this Agreement to P.O. Box
     1384, Houston, Texas 77251-1384, Attention: General Counsel.

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     Each invoice must detail any reasonable and necessary reimbursable expenses
     incurred in performing Executive's obligations under this Agreement and
     include any other information the Company reasonably requests. Payment for
     said invoiced amounts shall be payable by the Company within 15 days after
     receipt of invoice by the Company. Should the Company dispute any portion
     of Executive's monthly invoice, the Company shall pay the undisputed
     portion of the invoice and advise Executive in writing of the disputed
     portion.

         (g)  Executive's engagement as a consultant will terminate
     automatically upon his death. If Executive's death occurs during the first
     12-month period of his consulting engagement, the remainder of the monthly
     payments due for such 12-month period will be paid to Executive's estate or
     his designated beneficiary (as designated by Executive in writing and
     provided to the Company in a form acceptable to the Company) no later than
     15 days after notification of his death. Upon any termination or expiration
     of Executive's engagement hereunder, he shall continue to be subject to the
     provisions of Section 8 of the Agreement (it being understood and agreed
     that such provisions shall survive any termination or expiration of
     Executive's engagement hereunder for any reason).

         (h)  Since Executive will not be an employee of the Company during the
     term of this Agreement, but shall act in the capacity of an independent
     contractor, the Company will not withhold from any amounts payable for
     Executive's services as a consultant under this Agreement federal, state,
     city or any other taxes. Executive agrees and acknowledges that it is his
     responsibility to pay all such taxes that shall be required pursuant to any
     law or governmental regulation or ruling and Executive agrees to indemnify
     and hold the Company harmless from any liability for such taxes. If the
     Internal Revenue Service makes a claim, which, if successful, would require
     the Company to make a payment or withhold any such taxes, Executive agrees
     to cooperate in good faith with the Company concerning the contest of the
     claim."


     7.  The Agreement is hereby amended to add Section 19 thereto, as follows:


     "19.  1985 DEFERRAL PLAN:  Executive's benefit under the 1985 Deferral Plan
('Deferral Plan') will be paid to Executive in 15 annual installments of $49,152
each, with the first payment due May 1, 2003 or, if later, within five days
after the expiration of the Waiver and Release revocation period. Except as
provided herein, such benefit shall be subject to all applicable terms and
conditions of the Deferral Plan."


     8.  The Agreement is hereby amended to add Section 20 thereto, as follows:








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     "20. SPLIT-DOLLAR LIFE INSURANCE: Executive will have the right to elect
to purchase the split-dollar life insurance policy currently maintained by the
Company on his life in accordance with the terms and conditions of such
split-dollar arrangement at the greater of (a) the cash surrender value of the
policy or (b) the total premiums paid by the Company with respect to the policy
as of his termination date. The foregoing right shall expire, terminate and be
of no further force and effect if Executive fails to exercise such right prior
to the date payment of the annual policy premium is due, October 1, 2003, and
the policy will be terminated by the Company as of such date. The Company agrees
not to terminate the split-dollar life insurance policy prior to October 1,
2003."

      9.  The Agreement is hereby amended to add Section 21 thereto, as follows:

     "21. EXECUTIVE OFFICE SPACE: Executive will be provided office space, as
assigned by the Company, on the 18th floor in the Company's existing building
located at 1111 Louisiana, Houston, Texas, together with parking, related
facilities and secretarial assistance on an ad hoc basis, commencing on the date
he executes the Amendment to the Agreement until the date the Company relocates
its employees officing on the 18th floor of such building ('Relocation Date') to
the Company's new building located at 1000 Main, Houston, Texas ('New
Building'). Executive will be provided office space, as assigned by the Company,
in the Company's New Building, together with parking, related facilities and
secretarial assistance on an ad hoc basis, for a period of three years
commencing on the Relocation Date."

     10.  The Agreement is hereby amended to add Section 22 thereto, as follows:

     "22. CLUB MEMBERSHIP: The Company agrees to transfer the Company's
Lochinvar membership to Executive and the Company agrees to pay to Lochinvar any
related transfer fees not to exceed $7500."


     11.  The Agreement is hereby amended to add Section 23 thereto, as follows:

     "23. SECURITY: The Company agrees to continue to provide Executive security
monitoring of Executive's primary residence located in Harris County, Texas,
under the Company's existing security monitoring program and policies as in
force from time to time, until Executive attains age 65, and thereafter at the
incremental cost to the Company of installing, maintaining, monitoring and
otherwise providing security service. Such service shall be of the same kind and
quality as afforded to Company senior executives. Should such service be
discontinued to all Company executives, the Company shall have no further
obligation to Executive under this Section 23."

     12.  The Agreement is hereby amended to add Section 24 thereto, as follows:

     "24. D&O INSURANCE AND INDEMNIFICATION RIGHTS: The Company will continue to
maintain in effect as to Executive (a) any rights to





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     indemnification and contribution afforded under the Company's charter and
     bylaws provisions and provisions of any other indemnification agreement
     currently in effect that apply to Executive's services to the Company, and
     (b) for a period of six years after Executive's termination date, coverage
     under directors' and officers' liability insurance policies that, by their
     terms, apply to Executive's acts and omissions while serving the Company in
     the same amount(s) and to the same extent as such coverage is maintained
     for the directors and officers of the Company. Executive agrees to sign an
     agreement, in the form attached hereto, to repay all sums advanced by the
     Company in connection with its indemnification obligations in the event it
     is ultimately determined that Executive is not entitled to be indemnified
     by the Company in accordance with the Company's Bylaws and Delaware
     Corporation Law."

          13.  The Company will pay all reasonable legal, accounting and
financial expenses incurred by Executive in the negotiation of this amendment
to the Agreement.

          14.  Except as otherwise expressly provided in this amendment to the
Agreement to the contrary, and without duplication of benefits, Executive shall
be entitled to the benefits as provided under the terms of the Agreement, and
all terms, conditions, and restrictions set forth in the Agreement, including,
but not limited to, the Waiver and Release requirement, shall continue in full
force and effect and shall apply with respect to this amendment.

          15.  This amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.




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          IN WITNESS WHEREOF, the parties hereto have caused this amendment to
the Agreement to be executed as of the date set forth below, but effective as
of April 13, 2003.


                                        RELIANT RESOURCES, INC.


                                        By:    /s/ Joel V. Staff
                                               ------------------------
                                        Name:  JOEL V. STAFF
                                               ------------------------
                                        Title: CHAIRMAN & CEO
                                               ------------------------

                                        Signature Date:  5/1/03
                                                        ---------------


                                        EXECUTIVE


                                        /s/ R. Steve Letbetter
                                        -------------------------------
                                        R. Steve Letbetter

                                        Signature Date:  4-30-03
                                                        ---------------





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                                                      ATTACHMENT TO AMENDMENT TO
                                                             SEVERANCE AGREEMENT

                                 April __, 2003


Mr. R. Steve Letbetter
3251 Del Monte
Houston, Texas 77019

     Re:  Indemnification Agreement

Dear Steve:

     In accordance with the Bylaws of Reliant Resources, Inc. (the "Company")
and Delaware Corporation Law, the Company has agreed to advance reasonable
attorneys' fees and expenses that may be incurred by you in connection with the
current inquiries into the Company's business, accounting practices and other
related matters. In order for the Company to advance these fees and expenses,
we are required pursuant to Delaware law to obtain your agreement to the
following.

     You understand that the Company shall halt any further advancement of fees
if it is ultimately determined in accordance with the Company's Bylaws and
Delaware Corporation Law that you are not entitled to indemnification by the
Company.

You understand and agree to repay all amounts advanced in accordance with this
agreement, if it is ultimately determined that you are not entitled to
indemnification by the Company in accordance with the Company's Bylaws and
Delaware Corporation Law.


                                             Sincerely yours,



                                             --------------------------------
                                             Name:
                                                   --------------------------
                                             Title:
                                                   --------------------------


The foregoing is acceptable and agreed to:



------------------------------------------
R. Steve Letbetter