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                                                              EXHIBIT 10 (aa)(3)

                            LONG-TERM INCENTIVE PLAN
                                       OF
                          RELIANT ENERGY, INCORPORATED

                   (As Established Effective January 1, 2001)

                                Second Amendment

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

                  1.       Effective as of August 31, 2002, the Plan is hereby
amended to provide that all references to "Reliant Energy, Incorporated" are
deleted and replaced in lieu thereof with "CenterPoint Energy, Inc." and the
definition of "Company" in Section 3 of the Plan is hereby amended to read as
follows:

                  "`COMPANY' means CenterPoint Energy, Inc., a Texas
corporation."

                  2.       Effective as of October 2, 2002, the Plan is hereby
renamed the Long-Term Incentive Plan of CenterPoint Energy, Inc., with all
related references in the Plan amended accordingly.

                  3.       Effective as of December 1, 2003, Section 13 of the
Plan is hereby amended by adding the following new paragraph to the end thereof:

                           "The foregoing notwithstanding, an Option granted
                  under this Plan shall become transferable by the Employee upon
                  or after his termination of employment with the Company, to
                  the extent the Option is vested and exercisable at the time of
                  such transfer, if (i) the former Employee assumes an office or
                  position with a federal, state or local government or agency
                  or instrumentality thereof (whether by employment, appointment
                  or election, and whether legislative, executive, judicial or
                  administrative) and (ii) following written request to the
                  Committee identifying the office

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                  or position and the basis for the requested determination, the
                  Committee determines, in its sole discretion, that by reason
                  of the former Employee's holding of such office or position,
                  the holding of such Option, the exercise thereof or the
                  acquisition, holding or voting of the Common Stock issuable
                  upon exercise thereof is, or is likely to, (x) be prohibited
                  or restricted by law, regulation or order, or (y) give rise to
                  or result in an actual or potential conflict of interest,
                  disqualification or similar impediment in or to the exercise
                  of the duties and responsibilities or such office or
                  position."

                  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 1st day of December
2003, 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/ Richard B. Dauphin
-----------------------------
Assistant Secretary