EXHIBIT 99.2


                    CENTERPOINT ENERGY, INC. RETIREMENT PLAN

               (As Amended and Restated Effective January 1, 1999)


                                Twelfth Amendment

                  CenterPoint Energy, Inc., a Texas corporation, having reserved
the right under Section 15.1 of the CenterPoint Energy, Inc. Retirement Plan, as
amended and restated effective as of January 1, 1999, and as thereafter amended
(the "Plan"), to amend the Plan, does hereby amend the second sentence in the
first paragraph of Article II of the Plan, effective as of June 1, 2005, to read
as follows:

         "Each other Employee who is not (i) a 'leased employee' (as defined in
         Section 414(n)(2) of the Code, subject to Code Section 414(n)(5)), (ii)
         designated, compensated, or otherwise classified or treated as an
         independent contractor or a leased employee by an Employer or an
         Affiliate, (iii) a non-resident alien who receives no United States
         source earned income from the Employer, (iv) designated or otherwise
         classified by the Company or an Affiliate as an offshore production
         operations employee, or (v) designated or otherwise classified as an
         Employee of the TCT Division of CenterPoint Energy Field Services,
         Inc., shall participate in the Plan on the later of January 1, 1999, or
         the date on which the Employee completes one hour of service in
         accordance with Section 3.2."

                  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, on this 27th day of May
2005, but effective as of June 1, 2005.


                                       CENTERPOINT ENERGY, INC.


                                       By  /s/ David M. McClanahan
                                         ---------------------------------------
                                           David M. McClanahan
                                           President and Chief Executive Officer

ATTEST:

/s/ Richard Dauphin
- -------------------
Richard Dauphin
Assistant Secretary