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                                                                    EXHIBIT 10.2


                           LONG-TERM INCENTIVE PLAN OF
                            CENTERPOINT ENERGY, INC.

                        PERFORMANCE SHARE AWARD AGREEMENT
                         20XX -- 20XX PERFORMANCE CYCLE

     Pursuant to this Award Agreement, CENTERPOINT ENERGY, INC. (the "Company")
hereby grants to -FIRST_NAME- -LAST_NAME- (the "Participant"), an employee of
the Company, -PBRS- performance shares of Common Stock (the "Target Performance
Shares"), such number of shares being subject to adjustment as provided in
Section 14 of the Long-Term Incentive Plan of CenterPoint Energy, Inc. (the
"Plan"), conditioned upon the Company's achievement of the Performance Goals
over the course of the 20XX -- 20XX Performance Cycle pursuant to the Plan, and
subject to the following terms and conditions:

     1. RELATIONSHIP TO THE PLAN; DEFINITIONS. This grant of Performance Shares
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:

          "20XX -- 20XX PERFORMANCE CYCLE" means the period from January 1, 20XX
     to December 31, 20XX.

          "ACHIEVEMENT PERCENTAGE" means the percentage of achievement
     determined by the Committee at the end of the Performance Cycle in
     accordance with Section 3 that reflects the extent to which the Company
     achieved the Performance Goals during the Performance Cycle applicable to
     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 Performance Shares shall be
     earned, which are attached hereto and made a part hereof for all purposes.

          "PERFORMANCE SHARES" means the shares of Common Stock potentially
     deliverable to Participant pursuant to this Award Agreement.

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


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          "TARGET PERFORMANCE SHARES" means the actual number of Performance
     Shares initially granted to the Participant pursuant to this Award
     Agreement, with such number of Performance Shares to be awarded to the
     Participant at the close of the 20XX -- 20XX Performance Cycle if the
     Company attains an Achievement Percentage of 100%.

          "VESTED PERFORMANCE SHARES" means the shares of Common Stock awarded
     to Participant following Participant's satisfaction of the vesting
     provisions of Section 4 and, if applicable, the determination by the
     Committee of the extent to which the Company has achieved the Performance
     Goals for the 20XX -- 20XX Performance Cycle pursuant to Section 3.

     2. ESTABLISHMENT OF PERFORMANCE SHARE ACCOUNT. The grant of Target
Performance Shares pursuant to this Award Agreement 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
shares of Common Stock of the Company, 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.

     3. AWARD OPPORTUNITY. The Performance Goals established for the 20XX --
20XX Performance Cycle are attached hereto and made a part hereof for all
purposes. Except as otherwise provided in Sections 4 and 5, the number of
Performance Shares awarded to Participant shall be the product of the number of
Target Performance Shares and the Achievement Percentage that is based upon the
Committee's determination of whether and to what extent the Company achieves the
Performance Goals during the 20XX -- 20XX Performance Cycle.

     As soon as practicable after the close of the 20XX -- 20XX Performance
Cycle, the Committee shall determine the extent to which the Company has
achieved each Performance Goal. If the Company has performed at or above the
threshold level of achievement for a Performance Goal, the Achievement
Percentage shall be between 50% and 150%, with a target level of achievement
resulting in an Achievement Percentage of 100%. In no event shall the
Achievement Percentage exceed 150%. The combined level of achievement is the sum
of the weighted achievements of the Performance Goals as approved by the
Committee. Upon completing its determination of the level at which the
Performance Goals have been achieved, the Committee shall notify the Participant
of the number of Vested Performance Shares that will be issued to the
Participant pursuant to Section 6.

     4. VESTING OF PERFORMANCE SHARES.

          (a) Unless earlier forfeited or vested in accordance with paragraph
     (b) or Section 5, Participant's right to receive Performance Shares shall
     vest upon Participant's receipt of written notice from the Committee, as
     required by Section 3, of the level at which the Performance Goals
     established for the 20XX -- 20XX Performance Cycle have been achieved. Such
     notice shall be given by the Committee as soon as practical after the close
     of the 20XX -- 20XX Performance Cycle in accordance with the terms of the
     Plan and this Award Agreement.

          (b) If Participant's Employment is terminated prior to the close of
     the 20XX -- 20XX Performance Cycle:

               (i) by the Company or any of its Subsidiaries for any reason or
          due to voluntary resignation by the Participant, Participant's right
          to receive Performance


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          Shares shall be forfeited in its entirety as of such termination.

               (ii) due to death, Disability, or Retirement, Participant's right
          to receive the Target Performance Shares shall vest at the time of
          such termination in the proportion of the number of days elapsed in
          the 20XX -- 20XX Performance Cycle as of the date of such termination
          of Employment by the total number of days in the 20XX -- 20XX
          Performance Cycle and shall be delivered to Participant as soon as
          possible following such termination. Participant's right to receive
          additional Performance Shares shall be forfeited at such time.

     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 Performance Shares shall be settled by the
distribution to the Participant of (a) shares of Common Stock equal to 150% of
the Target Performance Shares, 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 such shares determined
under clause (a) above during the period commencing at the beginning of the
Performance Cycle 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 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 (x) the product of (i) the Fair Market Value per
share of Common Stock on the date immediately preceding the date on which the
Change of Control occurs and (ii) 150% of the Target Performance Shares, plus
(y) 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 at the beginning of the Performance Cycle 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.

          (a) If Participant's right to receive Performance Shares has vested
     pursuant to Section 4, a number of shares of Common Stock equal to the
     number of Vested Performance Shares shall be registered in the name of the
     Participant and certificates representing such Common Stock shall be
     delivered to the Participant as soon as practical after the date upon which
     the Participant's right to such shares vested according to the provisions
     of Section 4. The Company shall have the right to withhold applicable taxes
     from any such payment of Vested Performance Shares or from other
     compensation payable to the Participant at the time of such vesting and
     delivery pursuant to Section 11 of the Plan.

          (b) Upon delivery of the Vested Performance Shares pursuant to
     paragraph (a), above, Participant shall also be entitled to receive a cash
     payment equal to the sum of all dividends, if any, declared on the Vested
     Performance Shares after the commencement of the 20XX -- 20XX Performance
     Cycle but prior to the date the Vested Performance Shares are delivered to
     the Participant.


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     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 the Company at 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 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 Performance Shares, unless and until the
Participant is registered as the holder of 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 Performance Shares are transferable by the Participant to
Immediate Family Members, Immediate Family Members 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 thereof or 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 Award 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 tax. In
certain circumstances the Company may delay the payment of the Performance
Shares 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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