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                                                               EXHIBIT 10(j)(12)

                            CENTERPOINT ENERGY, INC.
                           DEFERRED COMPENSATION PLAN

                  (As Established Effective September 1, 1985)

                               Eleventh Amendment

                  CenterPoint Energy, Inc., a Texas corporation (the "Company"),
having established the Houston Industries Incorporated Deferred Compensation
Plan, effective September 1, 1985, and as thereafter amended (the "Plan"), and
having reserved the right under Section 7.1 thereof to amend the Plan, does
hereby amend the Plan, as follows:

                  1.       Effective as of August 31, 2002, the Plan is hereby
amended to provide that all references to "Houston Industries Incorporated" are
deleted and replaced in lieu thereof with "CenterPoint Energy, Inc." and the
definition of "Company" in Article I of the Plan is hereby amended to read as
follows:

                  "1.2(f) 'Company' means CenterPoint Energy, Inc., a Texas
         corporation, or a successor to CenterPoint Energy, Inc., in the
         ownership of substantially all of its assets."

                  2.       Effective as of October 2, 2002, the Plan is hereby
renamed the CenterPoint Energy, Inc. Deferred Compensation Plan, with all
references in the Plan amended accordingly, and the definition of "Plan" in
Article I of the Plan is hereby amended to read as follows:

                  "1.2(s) 'Plan' means the CenterPoint Energy, Inc. Deferred
         Compensation Plan, as established effective September 1, 1985, and as
         set forth herein, as the same may hereafter be amended from time to
         time."

                  3.       Effective as of December 4, 2002, Article V of the
Plan is hereby amended to add the following Section 5.9 to the end thereof:

         "5.9     Terminations under the 2002 Voluntary Early Retirement
Program.

                  (a)      Prior to Early Retirement Date. Notwithstanding any
         other provisions of the Plan to the contrary, if a Participant who
         fulfills the requirements of an 'Eligible

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         VERP Employee' pursuant to Section 8.6 of the CenterPoint Energy, Inc.
         Retirement Plan is terminated prior to the first day of the month
         coincident with or next following the date of the Participant's 60th
         birthday and the Participant consents to the election of this amendment
         to the Plan, distribution shall not be made as described in Section 5.1
         (a)-(c), but the Employer (x) shall pay the Participant the sum or sums
         of Compensation actually deferred, with interest thereon, compounded
         annually, at the applicable interest rate specified in the
         Participant's Agreement for each Participation Year, from the
         Commencement Date through the date of payment, minus any Early
         Distributions paid to date and (y) shall pay such amount in 15 annual
         installment payments commencing the first day of the month coincident
         with or next following the month in which the Participant terminates
         employment and payable thereafter in that same month in each remaining
         year.

                  (b)      After Early Retirement Date. If the employment of a
         Participant is terminated voluntarily as described in subsection (a)
         above but after the Participant's Early Retirement Date, distributions
         shall be made as otherwise provided in this Article V.

                  (c)      Commutation. Any installment payment hereunder may be
         commuted as provided in Section 5.1 (e)."

                  IN WITNESS WHEREOF, the Company 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 20th day of December, 2002, but
effective as of the dates specified herein.

                                    CENTERPOINT ENERGY, INC.

                                    By: /s/ DAVID M. MCCLANAHAN
                                        ---------------------------------------
                                        David M. McClanahan
                                        President and Chief Executive Officer

ATTEST:

/s/ RUFUS S. SCOTT
--------------------------------------
Assistant Secretary

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