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                                                               EXHIBIT 10(k)(11)

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1989)

                                 Tenth Amendment

                  CenterPoint Energy, Inc., a Texas corporation (the "Company"),
having amended and restated the Houston Industries Incorporated Deferred
Compensation Plan, effective January 1, 1991, and as thereafter amended (the
"Plan"), and having reserved the right under Section 7.1 thereof to amend the
Plan, does hereby amend Section 1.2(o) of the Plan effective January 1, 2001, as
follows:

         "Notwithstanding the foregoing, Resources Participants shall be offered
         the opportunity to make a one-time, irrevocable election to treat such
         Participant's future employment, if any, with Reliant Resources, Inc.
         ('RRI') and its subsidiaries following completion of the spin-off of
         RRI from the Company ('RRI Employment') as 'Employment' with an
         Employer hereunder (to the extent such Resources Participant commenced
         RRI Employment prior to the spin-off of RRI from the Company) for all
         purposes except any such Employee shall not be eligible to make any
         additional deferrals of Compensation under the Plan during any period
         of RRI Employment in which a Resources Participant is also eligible to
         participate in a deferred compensation program or plan sponsored by
         RRI. For this purpose, 'Resources Participant' includes (i) each and
         every Participant as of December 1, 2000, in which case the election
         must be made on or before December 31, 2000 and (ii) each and every
         individual who becomes a Participant after December 1, 2000, in which
         case the election must be made on or before December 31, 2001; provided
         that the Committee may allow individuals electing not to treat RRI
         Employment as 'Employment' hereunder to make a subsequent, one-time
         election to transfer benefits under this Plan to a deferred
         compensation program or plan sponsored by RRI. Any such one-time
         irrevocable election shall be made on such form and in such manner as
         prescribed by the Committee under uniform procedures equally applicable
         to all Resources Participants."

                                       1

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                  IN WITNESS WHEREOF, The Company has caused these presents to
be executed by its duly authorized officers 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 27th day of September, 2002, but
effective as of the date specified herein.

                                    CENTERPOINT ENERGY, INC.

                                    By /s/ DAVID M. MCCLANAHAN
                                       ---------------------------------------
                                       David M. McClanahan
                                       Vice Chairman

ATTEST:

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