Outside Director Benefits Plan, As Amended

Exhibit 10.6


CENTERPOINT ENERGY, INC.
OUTSIDE DIRECTOR BENEFITS PLAN
(AS AMENDED AND RESTATED EFFECTIVE JUNE 18, 2003)


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RECITALS


WHEREAS, Reliant Energy, Incorporated (formerly, Houston Industries Incorporated), a Texas corporation ("REI"), established the Houston Industries Incorporated Director Benefits Plan, effective as of January 1, 1992; and


WHEREAS, effective as of August 31, 2002, CenterPoint Energy, Inc., a Texas corporation (the "Company"), became the successor of REI; and further


WHEREAS, pursuant to Section 7.1 of the Plan, the Company desires to amend the Plan (1) to change the name of the Plan and Company and (2) to incorporate prior amendments;


NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Plan is hereby amended and restated, effective as of June 18, 2003, as follows:


ARTICLE I


PURPOSE


The purpose of the Plan is to enhance the Company's ability to maintain a competitive position in attracting and retaining qualified Outside Directors who contribute, and are expected to contribute, materially to the success of the Company and its subsidiaries by providing retainer continuation benefits for the Outside Directors.


ARTICLE II


DEFINITIONS


For purposes of the Plan, the terms set forth below shall have the following meanings:


"ANNUAL RETAINER FEE" means annual fee paid to the Outside Director for his or her service on the Board exclusive of Board and committee meeting fees and any other supplemental or special retainer fees.


"BOARD" means the Board of Directors of the Company.


"COMPANY" means CenterPoint Energy, Inc., a Texas corporation, or any successor thereto.


A "FULL YEAR OF SERVICE" means the completion of service in the capacity of an Outside Director from one annual meeting of shareholders of the Company to the next following the annual meeting of shareholders of the Company, with such calculation including (1) any such service as an Outside Director prior to January 1, 1992, the original effective date of the Plan, and (2) service as a member of the board of director of NorAm Energy Corp., any predecessor thereto, or any division or subsidiary of NorAm Energy Corp., or service as a director of any "advisory board" of NorAm Energy Corp. or its subsidiaries or divisions.


"OUTSIDE DIRECTOR" means a person who is a member of the Board and who is not a current employee of the Company or a subsidiary.


"PLAN" means the CenterPoint Energy, Inc. Outside Director Benefits Plan set forth herein, as amended and restated effective June 18, 2003, and as the same may hereafter be amended from time to time.


ARTICLE III


ADMINISTRATION


3.1 Plan Administrator: This Plan shall be administered by the Board.


3.2 Powers and Duties: Subject to the provisions hereof, the Board shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Board shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it ...