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                                                                EXHIBIT 10(p)(7)

                          RELIANT ENERGY, INCORPORATED
                   1994 LONG-TERM INCENTIVE COMPENSATION PLAN

              (As Amended and Restated Effective January 1, 2001)
                                First Amendment

                  Reliant Energy, Incorporated, a Texas corporation (the
"Company"), having established the Reliant Energy, Incorporated 1994 Long-Term
Incentive Compensation Plan, as amended and restated effective January 1, 2001
(the "Plan"), and having reserved the right under Section 11.1 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 2.1(e) of the Plan is hereby amended to read as follows:

                  "(e) `Company' means CenterPoint Energy, Inc., a Texas
         corporation, and any successor thereto."

         2.       Effective as of October 2, 2002, the Plan is hereby renamed
the CenterPoint Energy, Inc. 1994 Long-Term Incentive Compensation Plan, with
all related references in the Plan amended accordingly, and the definition of
"Plan" in Section 2.1(r) of the Plan is hereby amended to read as follows:

                  "(r) `Plan' means the CenterPoint Energy, Inc. 1994 Long-Term
         Incentive Compensation Plan, as set forth herein and as from time to
         time amended."

         3.       Effective as of December 1, 2003, Section 8.1(d) of the Plan
is hereby amended by changing the heading to "Transferability of Options:" and
by adding the following new sentence to the end thereof:

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         "The foregoing notwithstanding, an Option granted under this Plan shall
         become transferable by the Key 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 Key
         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 or position and the basis for the requested
         determination, the Committee determines, in its sole discretion, that
         by reason of the former Key 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 of
         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

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