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                                                               EXHIBIT 10(u)(16)

                    CENTERPOINT ENERGY, INC. RETIREMENT PLAN

            (As Amended and Restated Effective as of January 1, 1999)

                                 Sixth Amendment

                  CenterPoint Energy, Inc., a Texas corporation, having reserved
the right under Section 15.1 of the CenterPoint Energy, Inc. Retirement Plan, as
amended and restated effective as of January 1, 1999, and as thereafter amended
(the "Plan"), to amend the Plan, does hereby amend the Plan to make certain law
changes intended to comply with the Economic Growth and Tax Relief
Reconciliation Act of 2001 and certain design changes, effective as of the dates
set forth below, as follows:

                  1.       Effective as of January 1, 2002, clauses (i) and (ii)
of subsection (b) of the definition of "Actuarial Equivalent" in Section 1.3 of
the Plan are hereby amended to read as follows:

                           "(i)     The average 'applicable interest rate' as
                  defined in Section 417(e)(3)(A)(ii)(II) of the Code for the
                  month of November preceding the first day of the Plan Year
                  that contains the Annuity Starting Date for the distribution;
                  and

                           (ii)     The 'applicable mortality table' as defined
                  in Section 417(e)(3)(A)(ii)(I) of the Code; provided, however,
                  that effective for Annuity Starting Dates on or after January
                  1, 2003, the applicable mortality table used for purposes of
                  adjusting any benefit or limitation under Section
                  415(b)(2)(B), (C), and (D) of the Code and the applicable
                  mortality table used for the purpose of satisfying the
                  requirements of Section 417(e) of the Code is the table
                  prescribed in Revenue Ruling 2001-62."

                  2.       Effective as of January 1, 2002, clause (ii) of
subsection (c) of the definition of "Actuarial Equivalent" in Section 1.3 of the
Plan is hereby amended to read as follows:

                           (ii)     The 'applicable mortality table' as defined
                  in Section 417(e)(3)(A)(ii)(I) of the Code; provided, however,
                  that effective for Annuity Starting Dates on or after January
                  1, 2003, the applicable mortality table used for purposes of
                  adjusting any benefit or limitation

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                  under Section 415(b)(2)(B), (C), and (D) of the Code and the
                  applicable mortality table used for the purpose of satisfying
                  the requirements of Section 417(e) of the Code is the table
                  prescribed in Revenue Ruling 2001-62."

                  3.       Effective as of January 1, 2002, the last sentence of
the definition of "Compensation" in Section 1.16 of the Plan is hereby amended
to read as follows:

         "Notwithstanding anything herein to the contrary, in no event shall the
         annual Compensation taken into account under the Plan for any Employee
         exceed $200,000, with such amount adjusted automatically to reflect any
         amendments to Section 401(a)(17) of the Code and any cost-of-living
         increases pursuant to Section 401(a)(17)(B) of the Code."

                  4.       Effective as of January 1, 2002, subject to approval
by the Company's Board of Directors, Article VIII of the Plan is hereby amended
to add the following new Section 8.7 to the end thereof:

                  "8.7     Involuntary Separation Benefit For Members Severed On
         or After January 1, 2002: A Member (i) whose Service is terminated
         involuntarily on or after January 1, 2002, (ii) who has attained age
         50, but not age 55, and completed at least twenty (20) years of Service
         on the date of such involuntary termination, and (iii) who qualifies
         for a benefit under a Company-sponsored involuntary severance benefit
         plan which provides for this benefit, and who satisfies all
         requirements for such benefit under such severance plan, may be
         entitled to receive an early retirement benefit payable in a form other
         than a lump sum, as described in Section 8.2, (x) in the case of a
         NorAm Member or Minnegasco Member, based on his Service accrued for
         benefit accrual purposes as of his actual termination of Service but
         not payable until the NorAm Member or Minnegasco Member has attained at
         least age 55 or (y) in the case of a Prior Plan Member, based on his
         Service accrued for benefit accrual purposes as of his actual
         termination of Service plus such Service which would have accrued for
         purposes of eligibility for the Early Retirement benefit but not for
         purposes of benefit accrual had the Member remained actively employed
         with an Employer until attaining age 55 but not payable until the Prior
         Plan Member has attained at least age 55."

                  5.       Effective as of January 1, 2002, Section 11.9(b) of
the Plan is hereby amended in its entirety to read as follows:

                  "(b)     'Eligible Retirement Plan' shall mean (i) an
         individual retirement account described in Code Section 408(a); (ii) an
         individual retirement annuity described in Code Section 408(b); (iii)
         an annuity plan described in Code Section 403(a); (iv) an annuity
         contract described in Code Section 403(b); (v) a

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         qualified trust described in Code Section 401(a) that is exempt from
         taxation under Code Section 501(a); or (vi) an eligible plan under Code
         Section 457(b) that is maintained by a state, political subdivision of
         a state, or any agency or instrumentality of a state or political
         subdivision of a state and that agrees to separately account for
         amounts transferred into such plan from the Plan; that accepts the
         Distributee's Eligible Rollover Distribution. The definition of
         Eligible Retirement Plan shall also apply in the case of a distribution
         to a surviving spouse, or to a spouse or former spouse who is the
         alternate payee under a qualified domestic relation order, as defined
         in Code Section 414(p)."

                  6.       Effective as of January 1, 2002, Section 12.1 of the
Plan is hereby amended to delete the penultimate sentence in such section.

                  7.       Effective as of January 1, 2002, the first sentence
of Section 12.2 of the Plan is hereby amended to read as follows:

         "If an application filed by an Applicant under Section 12.1 above shall
         result in a denial of the benefit applied for, either in whole or in
         part, such Applicant shall have the right, to be exercised by written
         request filed with the Committee within 60 days after receipt of notice
         of the denial of his application, to request a review of his
         application, and of his entitlement to the benefit for which he
         applied, by the Committee."

                  8.       Effective as of January 1, 2002, Section 12.2 of the
Plan is hereby amended to delete the penultimate sentence in such section.

                  9.       Effective as of January 1, 2002, Section 20.4 of the
Plan is hereby amended to read as follows:

                  "Limitation on Compensation: A Member's annual Compensation
         taken into account under this Article XX for purposes of computing
         benefits under this Plan for any Plan Year shall not be in excess of
         $200,000 (as adjusted). Such amount shall be adjusted automatically for
         each Plan Year to the amount prescribed by the Secretary of the
         Treasury or his delegate pursuant to regulations for the calendar year
         in which such Plan Year commences."

                  10.      Effective as of January 1, 2002, Article XX of the
Plan is hereby amended to add the following new Section 20.9 to the end thereof:

                  "20.9    Modification of Top-Heavy Rules:

                  (a)      Effective Date. This Section shall apply for purposes
         of determining whether the Plan is a top-heavy plan under Section
         416(g) of the

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         Code for Plan Years beginning after December 31, 2001, and whether the
         Plan satisfies the minimum benefits requirements of Section 416(c) of
         the Code for such years. This Section amends Article XX of the Plan.

                  (b)      Determination of Top-Heavy Status.

                           (1)      'Key Employee' means any Employee or former
         Employee (including any deceased employee) who at any time during the
         Plan Year that includes the Determination Date was an officer of the
         employer having annual compensation greater than $130,000 (as adjusted
         under Section 416(i)(1) of the Code for Plan Years beginning after
         December 31, 2002), a 5-percent owner of the employer, or a 1-percent
         owner of the employer having annual compensation of more than $150,000.
         For this purpose, annual compensation means compensation within the
         meaning of Section 415(c)(3) of the Code. The determination of who is a
         Key Employee will be made in accordance with Section 416(i)(1) of the
         Code and the applicable regulations and other guidance of general
         applicability issued thereunder.

                           (2)      This subparagraph (2) shall apply for
         purposes of determining the present values of accrued benefits and the
         amounts of account balances of Employees as of the Determination Date.

                           (A)      Distributions during year ending on the
                  Determination Date. The present values of accrued benefits and
                  the amounts of account balances of an Employee as of the
                  Determination Date shall be increased by the distributions
                  made with respect to the Employee under the Plan and any plan
                  aggregated with the Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the Determination Date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Section 416(g)(2)(A)(i) of
                  the Code. In the case of a distribution made for a reason
                  other than separation from service, death, or disability, this
                  provision shall be applied by substituting '5-year period' for
                  '1-year period.'

                           (B)      Employees not performing services during the
                  year ending on the Determination Date. The accrued benefits
                  and accounts of any individual who has not performed services
                  for the employer during the 1-year period ending on the
                  Determination Date shall not be taken into account.

                  (c)      Minimum Benefits. For purposes of satisfying the
         minimum benefit requirements of Section 416(c)(1) of the Code and the
         Plan, in determining years of service with the employer, any service
         with the employer shall be disregarded to the extent that such service
         occurs during a Plan Year when the Plan benefits (within the meaning of
         Section 410(b) of the Code) no key employee or former key employee."

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                  11.      Effective as of January 1, 2002, the first sentence
of Section 21.1 of the Plan is hereby amended to read as follows:

         "The normal retirement benefit of any Employee under the Plan cannot
         exceed the lesser of $160,000 (with such amount adjusted automatically
         to reflect any amendments to Section 415(b)(1) of the Code and any
         annual cost-of-living increases pursuant to Section 415(d) of the Code)
         or 100% of such Employee's Average Compensation."

                  12.      Effective as of January 1, 2002, the first sentence
in Section 21.1(b) of the Plan is hereby amended to read as follows:

         "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 $160,000
         (with such amount adjusted automatically to reflect any amendments to
         Section 415(b)(1) of the Code and any annual cost-of-living increases
         pursuant to Section 415(d) of the Code) ('Dollar Limitation') adjusted
         as follows:"

                  IN WITNESS WHEREOF, CenterPoint Energy, 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 30th day of December,
2002, but effective as of the dates specified above.

                                    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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