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                                                                    EXHIBIT 10.3


                           LONG-TERM INCENTIVE PLAN OF
                            CENTERPOINT ENERGY, INC.

                              STOCK AWARD AGREEMENT
                             (WITH PERFORMANCE GOAL)

         Pursuant to this Award Agreement, CENTERPOINT ENERGY, INC. (the
"Company") hereby grants to -FIRST_NAME- -LAST_NAME- (the "Participant"), an
employee of the Company, on [GRANT DATE] (the "Grant Date"), -RS- shares of
Common Stock of the Company (the "Stock Award"), pursuant to the LONG-TERM
INCENTIVE PLAN OF CENTERPOINT ENERGY, INC. (the "Plan"), conditioned upon the
Company's achievement of the Performance Goals established by the Committee over
the course of the Vesting Period, with such number of shares being subject to
adjustment as provided in Section 14 of the Plan, and further subject to the
terms, conditions and restrictions described in the Plan and as follows:

         1. RELATIONSHIP TO THE PLAN; DEFINITIONS. The Stock Award is subject to
all of the terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the Committee and
are in effect on the date hereof. Except as defined herein, capitalized terms
shall have the same meanings ascribed to them under the Plan. To the extent that
any provision of this Award Agreement conflicts with the express terms of the
Plan, it is hereby acknowledged and agreed that the terms of the Plan shall
control and, if necessary, the applicable provisions of this Award Agreement
shall be hereby deemed amended so as to carry out the purpose and intent of the
Plan. References to the Participant herein also include the heirs or other legal
representatives of the Participant. For purposes of this Award Agreement:

         "DISABILITY" means that the Participant is both eligible for and in
receipt of benefits under the Company's long-term disability plan.

         "EMPLOYMENT" means employment with the Company or any of its
Subsidiaries.

         "PERFORMANCE GOALS" means the standards established by the Committee to
determine in whole or in part whether the shares of Common Stock under the Stock
Award shall be earned, which are attached hereto and made a part hereof for all
purposes.

         "RETIREMENT" means termination of Employment on or after attainment of
age 55 and with at least five years of service with the Company.

         "VESTING DATE" means [DATE]

         "VESTING PERIOD" means the period commencing on the Grant Date and
ending on the Vesting Date.



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         2. ESTABLISHMENT OF STOCK AWARD ACCOUNT. The grant of shares of Common
Stock of the Company pursuant to this Stock Award shall be implemented by a
credit to a bookkeeping account maintained by the Company evidencing the accrual
in favor of the Participant of the unfunded and unsecured right to receive such
shares of Common Stock, which right shall be subject to the terms, conditions
and restrictions set forth in the Plan and to the further terms, conditions and
restrictions set forth in this Award Agreement. Except as otherwise provided in
Section 10 of this Award Agreement, the shares of Common Stock credited to the
Participant's bookkeeping account may not be sold, assigned, transferred,
pledged or otherwise encumbered until the Participant has been registered as the
holder of such shares of Common Stock on the records of the Company, as provided
in Section 5 or 6 of this Award Agreement.

         3. VESTING OF STOCK AWARD. Unless earlier forfeited or vested in
accordance with Section 4 below or receipt of a distribution pursuant to Section
5 below, the Participant's right to receive 100% of the shares of Common Stock
under this Stock Award shall vest on the Vesting Date if the Performance Goals
established in connection with the grant of, and as a requirement to receive
the, Common Stock are determined by the Committee to have been achieved during
the Vesting Period. If the Committee determines that the Performance Goals have
been achieved, the Participant's right to receive the Common Stock under this
Award Agreement shall vest upon the Participant's receipt of written notice from
the Committee of such determination. The Participant must be in continuous
Employment during the Vesting Period in order for the Common Stock to vest;
otherwise, all such shares shall be forfeited as of the Participant's
termination date.

         4. ACCELERATED VESTING AND FORFEITURE. If, prior to the end of the
Vesting Date pursuant to Section 3 above and prior to the Participant's receipt
of any distribution pursuant to Section 5 below, the Participant's Employment is
terminated due to (a) death, (b) Disability, or (c) Retirement, then, without
regard to the Performance Goals, the Participant shall vest in the right to
receive a number of the shares of Common Stock determined by multiplying (i) the
total number of shares of Common Stock granted under this Award Agreement by
(ii) a fraction, the numerator of which is the number of days that have elapsed
from the Grant Date, and the denominator of which is the total number of days in
the Vesting Period. Such vested shares of Common Stock shall be delivered to the
Participant as soon as practicable following the Participant's termination date.
All remaining unvested shares of Common Stock as of the Participant's
termination date shall be forfeited as of such date.

         5. DISTRIBUTION UPON A CHANGE OF CONTROL. Notwithstanding anything
herein to the contrary, upon or immediately prior to the occurrence of any
Change of Control of the Company, and without regard to the Performance Goals,
the Participant's right to receive the unvested shares of Common Stock under
this Award Agreement shall be settled by a distribution to the Participant of
(a) all shares of Common Stock not previously vested or forfeited pursuant to
Section 3 or Section 4 above, plus (b) shares of Common Stock (rounded up to the
nearest whole share) having a Fair Market Value equal to the amount of dividends
that would have been declared on the number of shares of Common Stock determined
under clause (a) above during the period commencing on the Grant Date and ending
on the date immediately preceding the date on which the Change of Control
occurs, with such shares of Common Stock registered in the name of the
Participant and certificates representing such Common Stock to be delivered to
the


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Participant as soon as practicable after the date the Change of Control occurs.
In lieu of the foregoing distribution in shares, the Committee, in its sole
discretion, may direct that such distribution be made to the Participant in cash
equal to (i) the product of (x) the Fair Market Value per share of Common Stock
on the date immediately preceding the date on which the Change of Control occurs
and (y) the number of shares of Common Stock not previously vested or forfeited
pursuant to Section 3 or Section 4 above, plus (ii) the amount of dividends that
would have been declared on the number of shares of Common Stock determined
under clause (a) above during the period commencing on the Grant Date and ending
on the date immediately preceding the date on which the Change of Control
occurs, with such cash payment to be made as soon as practicable after the date
the Change of Control occurs. Such distribution, whether in the form of shares
of Common Stock or, if directed by the Committee, in cash, shall satisfy the
rights of the Participant and the obligations of the Company under this Award
Agreement in full.

         6. PAYMENT OF AWARD. Upon the vesting of the Participant's right to
receive the shares of Common Stock pursuant to Section 3 or Section 4 of this
Award Agreement, a number of shares of Common Stock equal to the number of
vested shares of Common Stock under this Award Agreement shall be registered in
the name of the Participant and certificates representing such Common Stock
shall be delivered to the Participant as soon as practicable after the date upon
which the Participant's right to such shares vested according to the provisions
of Section 3 or Section 4 above. The Company shall have the right to withhold
applicable taxes from any such payment of the Common Stock (including, but not
limited to, from any amounts payable as provided in the following paragraph with
respect to dividends) or from other compensation payable to the Participant at
the time of such vesting and delivery pursuant to Section 11 of the Plan.

         If the Common Stock became vested pursuant to Section 3 or Section 4
above, upon delivery of shares of Common Stock pursuant to the foregoing
paragraph of this Section 6, the Participant shall also be entitled to receive a
cash payment equal to the sum of all dividends, if any, declared on such shares
of Common Stock after the Grant Date but prior to the date such shares of Common
Stock are delivered to the Participant.

         7. CONFIDENTIALITY. The Participant agrees that the terms of this Award
Agreement are confidential and that any disclosure to anyone for any purpose
whatsoever (save and except disclosure to financial institutions as part of a
financial statement, financial, tax and legal advisors, or as required by law)
by the Participant or his or her agents, representatives, heirs, children,
spouse, employees or spokespersons shall be a breach of this Award Agreement and
the Company may elect to revoke the grant made hereunder, seek damages, plus
interest and reasonable attorneys' fees, and take any other lawful actions to
enforce this Award Agreement.

         8. NOTICES. For purposes of this Award Agreement, notices to the
Company shall be deemed to have been duly given upon receipt of written notice
by the Corporate Secretary of CenterPoint Energy, Inc., 1111 Louisiana, Houston,
Texas 77002, or to such other address as the Company may furnish to the
Participant.

         Notices to the Participant shall be deemed effectively delivered or
given upon personal, electronic, or postal delivery of written notice to the
Participant, the place of


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Employment of the Participant, the address on record for the Participant at the
human resources department of the Company, or such other address as the
Participant hereafter designates by written notice to the Company.

         9. SHAREHOLDER RIGHTS. The Participant shall have no rights of a
shareholder with respect to the shares of Common Stock granted under this Stock
Award, unless and until the Participant is registered as the holder of such
shares of Common Stock.

         10. SUCCESSORS AND ASSIGNS. This Award Agreement shall bind and inure
to the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns except as expressly prohibited
herein and in the Plan. Notwithstanding anything herein or in the Plan to the
contrary, the shares of Common Stock are transferable by the Participant to
Immediate Family Members, Immediate Family Member trusts, and Immediate Family
Member partnerships pursuant to Section 13 of the Plan.

         11. NO EMPLOYMENT GUARANTEED. Nothing in this Award Agreement shall
give the Participant any rights to (or impose any obligations for) continued
Employment by the Company or any Subsidiary, or any successor thereto, nor shall
it give such entities any rights (or impose any obligations) with respect to
continued performance of duties by the Participant.

         12. COMPLIANCE WITH SECTION 409A. It is the intent of the Company and
the Participant that the provisions of the Plan and this Agreement comply with
Section 409A of the Internal Revenue Code and related regulations and Department
of the Treasury pronouncements ("Section 409A"). If any provision provided
herein would result in the imposition of an excise tax under the provisions of
Section 409A, the parties agree that any such provision will be modified as the
Company determines is appropriate to avoid imposition of such excise. In certain
circumstances the Company may delay the payment of the Stock Award until a date
which is six months after the date of the Participant's separation from service.

         13. MODIFICATION OF AWARD AGREEMENT. Any modification of this Award
Agreement shall be binding only if evidenced in writing and signed by an
authorized representative of the Company.




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