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                                                               EXHIBIT 10(u)(12)

                          RELIANT ENERGY, INCORPORATED
                                 RETIREMENT PLAN

               (As Amended and Restated Effective January 1, 1999)

                                Second Amendment

                  The Benefits Committee of Reliant Energy, Incorporated, having
reserved the right under Section 15.1 of the Reliant Energy, Incorporated
Retirement Plan, as amended and restated effective January 1, 1999 (the "Plan"),
to amend the Plan, does hereby amend the Plan, as follows:

                  1.       Effective as of January 1, 1999, the first sentence
of Section 1.21 is hereby amended to read as follows:

                  "Any person employed by an Employer, and including (i) any
         individual on Disability Leave of Absence and (ii) any Leased Employee
         performing services for an Employer."

                  2.       Effective as of January 1, 1999, the following new
definition of "Hour of Service" is hereby added as Section 1.25 of the Plan, and
all subsequent definitions shall be redesignated and all affected references are
hereby amended accordingly:

                  "1.25    Hour of Service: For purposes of Section 11.7:

                           (a)      An Hour of Service shall be credited to an
                  Employee for each hour for which an Employee is directly paid,
                  or entitled to payment, by the Employer or an Affiliate for
                  the performance of duties during the applicable computation
                  period. Such hours shall be credited to the Employee for the
                  computation period or periods in which the duties were
                  performed.

                           (b)      An Hour of Service shall be credited to an
                  Employee for each hour for which back pay, irrespective of
                  mitigation of damages, has been either awarded or agreed to by
                  the Employer or an Affiliate. These hours shall be credited to
                  the Employee for the computation period or periods to which
                  the award or agreement pertains rather than the computation
                  period in which the award, agreement, or payment is made.
                  Hours of Service shall not be credited to an Employee under
                  both paragraphs (a) and (b) of this Section.

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                           (c)      In addition to Hours of Service credited in
                  paragraphs (a) and (b) of this Section, an Hour of Service
                  shall be credited to an Employee for each hour for which such
                  Employee is directly or indirectly paid, or entitled to such
                  payment by the Employer or an Affiliate for reasons (such as
                  vacation or sickness) other than for the performance of duties
                  during the applicable computation period. For purposes of this
                  paragraph (c), irrespective of whether such hours have accrued
                  in other computation periods, such hours shall be counted in
                  the computation period in which either payment is actually
                  made or amounts payable to the Employee come due. For purposes
                  of this paragraph (c), Hours of Service shall be determined by
                  dividing the payments received or due for reasons other than
                  the performance of duties by the lesser of (i) the Employee's
                  most recent hourly rate of compensation for the performance of
                  duties or (ii) the Employee's average hourly rate of
                  compensation for the performance of duties for the most recent
                  computation period in which the Employee completed more than
                  500 Hours of Service.

                           (d)      The number of Hours of Service to be
                  credited to an Employee shall be determined in accordance with
                  Department of Labor Regulation Sections 2530.200b-2(b) and (c)
                  (Title 29 Code of Federal Regulations Part 2530). Hours of
                  Service shall also include any hours required to be credited
                  by federal law other than the ERISA or the Code, but only
                  under the conditions and to the extent so required by such
                  federal law.

                           (e)      Hours of Service will be credited for
                  employment with other members of an affiliated service group
                  (under Section 414(m)), a controlled group of corporations
                  (under Section 414(b)), or a group of trades or businesses
                  under common control (under Section 414(c)), of which the
                  adopting Employer is a member."

                  3.       Effective as of January 1, 1999, the following new
definition of "Leased Employee" is hereby added as Section 1.28 (prior to the
redesignation in Paragraph 2 herein) of the Plan, and all subsequent definitions
shall be redesignated and all affected references are hereby amended
accordingly:

                  "1.28    Leased Employee: Each person who is not an employee
         of the Employer or an Affiliate but who performs services for the
         Employer or an Affiliate pursuant to a leasing agreement (oral or
         written) between the Employer or an Affiliate and any leasing
         organization, provided that such person has performed such services for
         the Employer or an Affiliate or for related persons (within the meaning
         of Section 144(a)(3) of the Code) on a substantially full-time basis
         for a period of at least one year and such services are performed under
         primary direction or control by the Employer or an Affiliate. The term
         'Leased

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         Employee' shall also include any individual who is deemed to be an
         employee of the Employer under Section 414(o) of the Code.
         Notwithstanding the preceding sentences, if individuals described in
         the preceding sentences constitute less than 20% of the Employer's
         nonhighly compensated work force within the meaning of Section
         414(n)(5)(C)(ii) of the Code, the Plan shall not treat an individual as
         a Leased Employee if the leasing organization covers the individual in
         a money purchase pension plan providing immediate participation, full
         and immediate vesting and a nonintegrated contribution formula equal to
         at least 10% of the individual's annual compensation as defined in
         Section 415(c)(3) of the Code, but including amounts contributed by the
         Employer pursuant to a salary reduction agreement which are excludable
         from the individual's gross income under Section 125, 402(a)(8), 402(h)
         or 403(b) of the Code. If any Leased Employee shall be treated as an
         Employee of the Employer, however, contributions or benefits provided
         by the leasing organization which are attributable to services of the
         Leased Employee performed for the Employer shall be treated as provided
         by the Employer."

                  4.       Effective as of January 1, 1999, the first sentence
of Section 5.1 of the Plan is hereby amended to read as follows:

                  "A Member shall be fully vested in his Pension upon completion
         of five years of Vesting Service, or, if earlier, upon the later of (a)
         the attainment of age 65 or (b) the fifth anniversary of the date he
         commenced participation in the Plan."

                  5.       Effective as of May 26, 2000, the following new
clause (4) is hereby added to Section 7.6(b) of the Plan:

                  "(iv)    Prior Plan Early Retirement Factors Effective on and
         after May 26, 2000 - Notwithstanding anything to the contrary in this
         Section 7.6, effective from and after May 26, 2000, with respect to the
         calculation of a Member's benefit under clause (1), (2) or (3) of this
         Section 7.6(b) that requires the application of the "Early Retirement
         Factors" set forth in Section 9.2(d) of the Prior Plan, the following
         factors shall be applied in lieu thereof:

<TABLE>
<CAPTION>
Age                       Early Retirement Factor
---                       -----------------------
<S>                       <C>
 55                                 79%
 56                                 84%
 57                                 89%
 58                                 93%
 59                                 97%
 60                                100%"
</TABLE>

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                  6.       Effective as of January 1, 1999, Section 8.2 of the
Plan is hereby amended in its entirety to read as follows:

                  "8.2     Early Retirement: A Member who retires on or before
         his Early Retirement Date and has met the age and service requirements
         to receive a Grandfathered Benefit under the Prior Plan pursuant to
         Section 7.6 or an early retirement benefit under the NorAm Plan or the
         Minnegasco Plan, shall be eligible to receive a Pension commencing on
         his Annuity Starting Date."

                  7.       Effective as of January 1, 2000, Section 9.2(c) of
the Plan is hereby amended to read as follows:

                  "(c)     Notwithstanding any provision herein to the contrary,
         if the Actuarial Equivalent value of a Death Benefit payable on behalf
         of a Member does not exceed Five Thousand Dollars ($5,000), then such
         Death Benefit shall be paid to the Spouse or other Beneficiary, as
         applicable, in a cash lump sum as soon as administratively practicable
         after the Member's death."

                  8.       Effective as of January 1, 1999, the following new
sentence is hereby added immediately following the second sentence in Section
11.1(b) of the Plan:

         "If a Member's Required Beginning Date is later than the April 1
         following the end of the calendar year in which such Member attains age
         70 1/2, then such Member's Pension shall be actuarially adjusted to
         take into account the period after age 70 1/2 in which he is not
         receiving his Pension, in accordance with Code Section
         401(a)(9)(C)(iii) and applicable Internal Revenue Service guidance
         addressing the same."

                  9.       Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of any previous distribution," in the first and
second sentences in Section 11.6 of the Plan is hereby deleted.

                  10.      Effective as of January 1, 1999, each use of the term
"hours of Service" in Section 11.7(a) is hereby deleted and the term "Hours of
Service" is hereby substituted therefor.

                  11.      Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of a previous distribution," in Section 11.10 of the
Plan is hereby deleted.

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                  12.      Effective as of January 1, 2000, the phrase ", and
did not exceed at the time of a previous distribution," in the second paragraph
of Section 17.7 of the Plan is hereby deleted.

                  13.      Effective as of January 1, 1995, Section 21.1(b) is
hereby amended in its entirety to read as follows:

                  "(b)     Adjustment If Benefit Commences Before Social
         Security Retirement Age

                           If benefit distributions commence before a Member's
         Social Security Retirement Age, the actual retirement benefit shall not
         exceed the lesser of 100% of the Employee's Average Compensation or the
         $90,000 dollar limitation (as adjusted in accordance with Code Section
         415(d) to reflect cost-of-adjustments) ("Dollar Limitation") adjusted
         as follows:

                  (i)      For benefits commencing on or after age 62, but
                           before Social Security Retirement Age, the Dollar
                           Limitation is reduced by 5/9ths of 1% for each of the
                           first 36 months and by 5/12ths of 1% for each of the
                           additional months (up to 24 months) by which the
                           benefit distributions commence before the month in
                           which the Member attains Social Security Retirement
                           Age; and

                  (ii)     For benefits commencing before age 62, the Dollar
                           Limitation is the Actuarial Equivalent of the Dollar
                           Limitation beginning at age 62, as determined in
                           clause (i) above, reduced for each month by which the
                           benefit distributions commence before the month in
                           which the Member attains age 62."

                  14.      Effective as of January 1, 1995, Section 21.1(c) is
hereby amended in its entirety to read as follows:

                  "(c)     Adjustment If Benefit Commences After Social Security
         Retirement Age

                           If Plan benefits commence after a Member's Social
         Security Retirement Age, the Dollar Limitation (as defined in
         subsection (b) above) shall be adjusted to the Actuarial Equivalent of
         the Dollar Limitation beginning at the Member's Social Security
         Retirement Age."

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                  15.      Effective as of January 1, 1999, the Plan is hereby
amended by adding new Appendix C, with such Appendix C attached hereto as
Exhibit 1 to this Second Amendment.

                  IN WITNESS WHEREOF, the Benefits Committee of Reliant Energy,
Incorporated has caused these presents to be executed by its duly authorized
Chairman 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 August, 2002, but effective as of the dates specified herein.

                                             BENEFITS COMMITTEE OF
                                             RELIANT ENERGY, INCORPORATED

                                             By /s/ DAVID MCCLANAHAN
                                                --------------------------------
                                                David McClanahan, Chairman
ATTEST:

/s/ LYNNE HARKEL-RUMFORD
---------------------------------
Lynne Harkel-Rumford, Secretary

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