EXHIBIT 10.5

                  NORAM ENERGY CORP. 1994 INCENTIVE EQUITY PLAN

                                 First Amendment

                  NorAm Energy Corp., a Delaware corporation ("NorAm"),
established the NorAm Energy Corp. 1994 Incentive Equity Plan, effective January
1, 1994, and as thereafter amended (the "Plan"). As the successor to NorAm,
Reliant Energy, Incorporated, a Texas corporation (the "Company"), having
reserved the right under Section 15(a) thereof to amend the Plan, does hereby
amend the Plan, effective January 1, 2001, as follows:

         1. The first sentence of the Plan shall be amended by removing the
clause "(the 'Company')" therefrom.

         2. The following new definition of "Company" is hereby added as Section
2(h) of the Plan, and all subsequent definitions shall be redesignated and all
affected references are hereby amended accordingly:

                  "(h) 'Company' means Reliant Energy, Incorporated, a Texas
         corporation, and any successor thereto."

         3. The following new definition of "Employer" is hereby added as
Section 2(i) of the Plan (prior to the redesignation in paragraph 2 herein), and
all subsequent definitions shall be redesignated and all affected references are
hereby amended accordingly:

                  "(i) 'Employer' means the Company, Resources, a Subsidiary, or
         a Resources Subsidiary that employs the Key Employee."

         4. The following new definition of "Resources" is hereby added as
Section 2(r) of the Plan (prior to the redesignations in paragraphs 2 and 3
herein), and all subsequent definitions shall be redesignated and all affected
references are hereby amended accordingly:

                  "(r) 'Resources' means Reliant Resources, Inc., a Delaware
         corporation, or a successor to Reliant Resources, Inc. in the ownership
         of substantially all of its assets."





         5. The following new definition of "Resources Subsidiary" is hereby
added as Section 2(s) of the Plan (prior to the redesignations in paragraphs 2
and 3 herein and after the redesignation in paragraph 4 herein), and all
subsequent definitions shall be redesignated and all affected references are
hereby amended accordingly:

                  "(s) 'Resources Subsidiary' means a subsidiary corporation of
         Resources as defined in Section 424(f) of the Code."

         6. Section 13 of the Plan is hereby amended in its entirety to read as
follows:

                  "Withholding Taxes. The Company or its designated third party
         administrator shall have the right to deduct taxes at the applicable
         supplemental rate from any payment or delivery hereunder and withhold,
         at the time of delivery or vesting of cash or shares of Common Stock
         under this Plan, an appropriate amount of cash or number of shares of
         Common Stock or a combination thereof for payment of taxes or other
         amounts required by law or to take such other action as may be
         necessary in the opinion of the Company to satisfy all obligations for
         withholding of such taxes, provided that withholding obligations with
         respect to Option Rights may only be satisfied in cash as long as
         withholding of stock following the exercise of an Option Right would
         result in a charge to earnings. The Committee may also permit
         withholding to be satisfied by the transfer to the Company of shares of
         Common Stock theretofore owned by the holder of the award with respect
         to which withholding is required, except with respect to Option Rights.
         If shares of Common Stock are used to satisfy tax withholding, such
         shares shall be valued based on the fair market value when the tax
         withholding is required to be made."

         7. Section 15(c) of the Plan is hereby amended in its entirety to read
as follows:

                  "(c) This Plan will not confer upon any Participant any right
         with respect to continuance of employment or other service with any
         Employer, nor will it interfere in any way with any right any Employer
         would otherwise have to terminate such Participant's employment or
         other service at any time."

         8. A new Section 16 is hereby added to the Plan to read as follows:

                  "16. Service with Resources Not a Termination. From and after
         January 1, 2001, service with Resources or a Resources Subsidiary shall
         not constitute a termination of employment hereunder or under any grant
         authorized hereunder, and the transfer of a Participant from employment
         by one Employer to employment by another Employer shall not be deemed
         to be a termination of employment; provided, however, that following
         the Distribution (as defined below), the transfer of employment from
         the Company (or a Subsidiary) to Resources (or a Resources Subsidiary)
         or vice versa shall constitute a termination of employment for purposes
         of the Plan. "Distribution" means the distribution by the Company to
         the holders of its Common Stock of all of the shares of the common
         stock of Resources it then owns."





                  IN WITNESS WHEREOF, the Company 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 7th day of August, 2002, but
effective as of January 1, 2001.

                                       RELIANT ENERGY, INCORPORATED



                                       By /s/ David M. McClanahan
                                         ---------------------------------------
                                         David M. McClanahan
                                         President and Chief Operating Officer,
                                         Reliant Energy Delivery Group
ATTEST:

/s/ Richard B. Dauphin
-----------------------------
Assistant Corporate Secretary