Second Amendment to Long-Term Incentive Plan of CenterPoint Energy, Inc.

Summary

This amendment updates the Long-Term Incentive Plan originally established by Reliant Energy, Incorporated, now renamed CenterPoint Energy, Inc. The changes include updating the company name throughout the plan, renaming the plan itself, and allowing certain vested stock options to be transferred by former employees who take government positions, subject to committee approval. The amendment is executed by CenterPoint Energy, Inc. and is effective as of the specified dates in 2002 and 2003.

EX-10.AA3 8 h13311exv10waa3.txt 2ND AMEND.TO EXHIBIT 10(AA)(1) 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 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