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                                                               EXHIBIT 10(l)(12)

                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)

                               Eleventh 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 the Plan, as follows:

                  1.       Effective January 1, 2001, Section 1.2(n) of the Plan
is hereby amended, by adding the following to the end thereof:

         "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."

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                  2.       Effective January 1, 2002, Section 3.4 of the Plan is
hereby amended by adding the following provisions to the end thereof:

         "A Participant may also make a Savings Plan excess deferral election
         with respect to the payment of Compensation. A Savings Plan excess
         deferral election must be specified as a percentage of Compensation,
         and will only become effective during the Participation Year at such
         time as the Participant is prevented from accruing additional benefits
         under the Savings Plan by reason of the application of Section 415(c)
         or Section 401(a)(17) of the Code (or any successor provisions) (the
         'Applicable Limits'). A Savings Plan excess deferral election under
         this Section 3.4 will not become effective solely on account of a
         Participant's pre-tax deferrals under the Savings Plan reaching an
         annual limit set forth in Section 402(g) of the Code (or any successor
         provision), and the limitation in such section is not an Applicable
         Limit. The percentage of Compensation elected to be deferred as a
         Savings Plan excess deferral election shall be withheld from the
         Participant's Compensation during each pay period beginning with the
         pay period in which the Participant reaches an Applicable Limit and
         shall continue during each pay period for the remainder of the
         Participation Year. Any interest which accrues on such Savings Plan
         excess deferrals pursuant to Article V shall accrue from January 1 of
         each Participation Year on the total amount of salary deferred during
         the Participation Year under this Section 3.4. For purposes of this
         paragraph, 'Savings Plan' means the Reliant Energy, Incorporated
         Savings Plan, as amended from time to time."

                  3.       Effective January 1, 2002, Section 5.4 of the Plan is
hereby amended in its entirety to read as follows:

         "If the employment of an Employee Participant is terminated for any
         reason other than death, retirement at or after Normal Retirement Date,
         or early retirement in accordance with the provisions of Section
         5.1(d), a Normal Retirement Distribution payable in 15 annual
         installments as described in Section 5.1(b) shall not be made, but the
         Employer shall pay the Participant the sum or sums of Compensation
         actually deferred, with interest thereon, compounded annually, at the
         applicable Moody's Rate for each Participation Year, from the
         Commencement Date through the date of payment; provided that for any
         Participation Year in which the Committee determines that such
         Participant's deferral election was undertaken solely to preserve the
         deductibility of the Participant's Compensation pursuant to Section
         162(m) of the Code, then interest on amounts deferred with respect to
         such Participation Year shall be calculated using the applicable
         Interest Crediting Rate for such Participation Year, rather than the
         applicable Moody's Rate. Notwithstanding the foregoing, the amount
         payable under this Section 5.4 shall be reduced by amounts equal to any
         Early Distribution or other benefit paid prior thereto, with
         adjustments for interest.

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         Payments under this Section 5.4 shall be made within 95 days following
         the date of Participant's termination of employment or as soon as
         practicable thereafter."

                  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 dates specified herein.

                                    CENTERPOINT ENERGY, INC.

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

ATTEST:

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

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