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                                                                     EXHIBIT 4.7


                            LONG-TERM INCENTIVE PLAN
                                       OF
                          RELIANT ENERGY, INCORPORATED


                                 First Amendment

                  Reliant Energy, Incorporated, a Texas corporation (the
"Company"), having established the Reliant Energy, Incorporated Long-Term
Incentive Plan, effective January 1, 2001 (the "Plan"), and having reserved the
right under Section 12 thereof to amend the Plan, does hereby amend the Plan,
effective as of January 1, 2001, as follows:

                  1. Section 3 of the Plan is hereby amended by adding the
following definition of "Change of Control" thereto, as follows:

                  "A "CHANGE OF CONTROL" shall be deemed to have occurred upon
         the occurrence of any of the following events:

                           (a) 30% OWNERSHIP CHANGE: Any Person makes an
                  acquisition of Outstanding Voting Stock and is, immediately
                  thereafter, the beneficial owner of 30% or more of the then
                  Outstanding Voting Stock, unless such acquisition is made
                  directly from the Company in a transaction approved by a
                  majority of the Incumbent Directors; or any group is formed
                  that is the beneficial owner of 30% or more of the Outstanding
                  Voting Stock; or

                           (b) BOARD MAJORITY CHANGE: Individuals who are
                  Incumbent Directors cease for any reason to constitute a
                  majority of the members of the Board; or

                           (c) MAJOR MERGERS AND ACQUISITIONS: Consummation of a
                  Business Combination unless, immediately following such
                  Business Combination, (i) all or substantially all of the
                  individuals and entities that were the beneficial owners of
                  the Outstanding Voting Stock immediately prior to such
                  Business Combination beneficially own, directly or indirectly,
                  more than 70% of the then outstanding shares of voting stock
                  of the parent corporation resulting from such Business
                  Combination in substantially the same relative proportions as
                  their ownership, immediately prior to such Business
                  Combination, of the Outstanding Voting Stock, (ii) if the
                  Business Combination involves the issuance or payment by the
                  Company of consideration to another entity or its


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                  shareholders, the total fair market value of such
                  consideration plus the principal amount of the consolidated
                  long-term debt of the entity or business being acquired (in
                  each case, determined as of the date of consummation of such
                  Business Combination by a majority of the Incumbent Directors)
                  does not exceed 50% of the sum of the fair market value of the
                  Outstanding Voting Stock plus the principal amount of the
                  Company's consolidated long-term debt (in each case,
                  determined immediately prior to such consummation by a
                  majority of the Incumbent Directors), (iii) no Person (other
                  than any corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 30% or more of the
                  then outstanding shares of voting stock of the parent
                  corporation resulting from such Business Combination and (iv)
                  a majority of the members of the board of directors of the
                  parent corporation resulting from such Business Combination
                  were Incumbent Directors of the Company immediately prior to
                  consummation of such Business Combination; or

                           (d) MAJOR ASSET DISPOSITIONS: Consummation of a Major
                  Asset Disposition unless, immediately following such Major
                  Asset Disposition, (i) individuals and entities that were
                  beneficial owners of the Outstanding Voting Stock immediately
                  prior to such Major Asset Disposition beneficially own,
                  directly or indirectly, more than 70% of the then outstanding
                  shares of voting stock of the Company (if it continues to
                  exist) and of the entity that acquires the largest portion of
                  such assets (or the entity, if any, that owns a majority of
                  the outstanding voting stock of such acquiring entity) and
                  (ii) a majority of the members of the board of directors of
                  the Company (if it continues to exist) and of the entity that
                  acquires the largest portion of such assets (or the entity, if
                  any, that owns a majority of the outstanding voting stock of
                  such acquiring entity) were Incumbent Directors of the Company
                  immediately prior to consummation of such Major Asset
                  Disposition.

For purposes of the foregoing,

                           (1) the term "Person" means an individual, entity or
                  group;

                           (2) the term "group" is used as it is defined for
                  purposes of Section 13(d)(3) of the Securities Exchange Act of
                  1934 (the "Exchange Act");

                           (3) the term "beneficial owner" is used as it is
                  defined for purposes of Rule 13d-3 under the Exchange Act;


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                           (4) the term "Outstanding Voting Stock" means
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors; and any specified
                  percentage or portion of the Outstanding Voting Stock (or of
                  other voting stock) shall be determined based on the combined
                  voting power of such securities;

                           (5) the term "Incumbent Director" means a director of
                  the Company (x) who was a director of the Company on January
                  1, 2001 or (y) who becomes a director subsequent to such date
                  and whose election, or nomination for election by the
                  Company's shareholders, was approved by a vote of a majority
                  of the Incumbent Directors at the time of such election or
                  nomination, except that any such director shall not be deemed
                  an Incumbent Director if his or her initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest or other actual or threatened solicitation of proxies
                  by or on behalf of a Person other than the Board;

                           (6) the term "election contest" is used as it is
                  defined for purposes of Rule 14a-11 under the Exchange Act;

                           (7) the term "Business Combination" means (x) a
                  merger or consolidation involving the Company or its stock or
                  (y) an acquisition by the Company, directly or through one or
                  more subsidiaries, of another entity or its stock or assets;

                           (8) the term "parent corporation resulting from a
                  Business Combination" means the Company if its stock is not
                  acquired or converted in the Business Combination and
                  otherwise means the entity which as a result of such Business
                  Combination owns the Company or all or substantially all the
                  Company's assets either directly or through one or more
                  subsidiaries; and

                           (9) the term "Major Asset Disposition" means the sale
                  or other disposition in one transaction or a series of related
                  transactions of 70% or more of the assets of the Company and
                  its subsidiaries on a consolidated basis; and any specified
                  percentage or portion of the assets of the Company shall be
                  based on fair market value, as determined by a majority of the
                  Incumbent Directors.

                  Notwithstanding anything herein to the contrary, the proposed
         spin-off of Reliant Resources, Inc. from the Company will not
         constitute a Change in Control as contemplated herein."


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                           2. The definition of "Company" in Section 3 is hereby
amended in its entirety to read as follows:

                           "'COMPANY' means Reliant Energy, Incorporated, a
                  Texas corporation, and any successor thereto."

                           3. The second sentence of Section 5 of the Plan is
hereby amended to read as follows:

                           "No more than 7,500,000 shares of Common Stock shall
                  be available for Stock Awards, and no more than 2,000,000
                  shares of Common Stock shall be available for Incentive Stock
                  Options."

                           IN WITNESS WHEREOF, the Company has executed this
instrument this _____day of May, 2001, but effective as of January 1, 2001.

                                          RELIANT ENERGY, INCORPORATED



                                          By
                                            ------------------------------------
                                            R. S. Letbetter
                                            Chairman and Chief Executive Officer

ATTEST:



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