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                                                                EXHIBIT 10(a)(2)


                         HOUSTON INDUSTRIES INCORPORATED
                             EXECUTIVE BENEFITS PLAN

                      (Established Effective June 1, 1982)


                                 Third Amendment


                  Houston Industries Incorporated, a Texas corporation (now
known as Reliant Energy, Incorporated and hereinafter referred to as the
"Company"), having established the Houston Industries Incorporated Executive
Benefits Plan, effective June 1, 1982 and as thereafter amended (the "Plan"),
and having reserved the right under Section 7.01 thereof to amend the Plan, does
hereby amend the Plan effective as of the dates specified herein, as follows:

         1. Effective as of May 5, 1999, Sections 1.02(a) and 1.02(b) of the
Plan are hereby amended to read as follows:

                  "(a) 'Plan' means the Reliant Energy, Incorporated Executive
         Benefits Plan set forth herein, effective June 1, 1982, as the same may
         be amended from time to time.

                  (b) 'Company' means Reliant Energy, Incorporated, a Texas
         corporation, or any successor."

         2. Effective as of January 1, 1999, Section 3.01 of the Plan is hereby
amended by adding the following sentence at the end thereof:

         "No Employee shall be eligible to commence participation in the Plan
         from and after January 1, 1999."


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                  IN WITNESS WHEREOF, Reliant Energy, Incorporated 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 17th day of
September, 1999, but effective as of the dates stated herein.

                                      RELIANT ENERGY, INCORPORATED



                                      By /s/ Lee W. Hogan
                                        --------------------------

ATTEST:

/s/ Rufus Scott
--------------------------


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