Exhibit
10.1


RELIANT
ENERGY, INC. NON-EMPLOYEE


DIRECTORS’
COMPENSATION PROGRAM


Effective May 16,
2007


1.                                      Purpose. 
The Reliant Energy, Inc. Non-Employee Directors’ Compensation  Program (the “Program”) has been established by Reliant
Energy, Inc. (the “Company”) to attract and retain as members of its Board of
Directors (the “Board”) persons who are not full-time employees of the Company
or any of its subsidiaries but whose business experience and judgment are a
valuable asset to the Company and its subsidiaries.  Non-employee members of the Board of
Directors are referred to in this document as “Directors.”


2.                                      Retainer Fees.  The Director who is Chairman of the Board will receive
an annual retainer fee of One Hundred Twenty-five Thousand Dollars ($125,000).  Each Director other
than the Chairman will receive an annual retainer fee of Forty-Five Thousand
Dollars ($45,000). A Director who serves as a member of the Audit Committee of
the Board will receive an additional annual retainer fee of Ten Thousand Dollars
($10,000). A Director who serves as a member of any committee of the Board
other than the Audit Committee will receive an additional annual retainer fee
of Five Thousand Dollars ($5,000).


3.                                      Meeting Fees.  Each  Director will
receive Two Thousand Dollars ($2,000) for each meeting of the Board he attends
and a Director who serves on any committee of the Board will receive Two
Thousand Dollars ($2,000) for each committee meeting he attends.


4.                                      Payment of Meeting Fees and
Retainer Fees.


4.1                                Directors must elect in writing to
have the fees described in Sections 2 and 3 paid in cash or in shares of
Company common stock (“Common Stock”). 
The election must be made annually before the end of the calendar year
prior to the calendar year in which such fees are earned (or, for an initial
election or initial eligibility to participate in this Program, within 30 days
of becoming a Director).


4.2                                Retainer fees described in Section 2
will be paid in four equal installments with each installment paid following
the end of each calendar quarter. 
Meeting fees for meetings held in each calendar quarter will be paid
after the end of the applicable calendar quarter.  If a Director elects to have all or a portion
of his meeting and retainer fees paid in Common Stock, the value of the Common
Stock will be established as of the first business day following the end of the
calendar quarter for which the fees are being paid.


4.3                                If a Director elects to have all or
a portion of the fees described in Sections 2 and 3 paid in Common Stock, then
in addition to payment of the fees, the Director will receive Common Stock
subject to the restrictions described below (“Restricted Stock”) in an amount
equal to 25 percent of the fees payable to the Director, valued as of the first
business day following the end of the calendar quarter.  Such Restricted Stock is subject to the risk
of forfeiture and is nontransferable through the end of the Director’s
then-current term on the Board; provided, however, that 











beneficial ownership of all
Restricted Stock vests immediately upon the first to occur of the following
events: (i) the Director’s death or (ii) disability.


5.                                      Equity Compensation.


5.1                                Upon a Director’s initial election
to the Board, the Director will receive a grant of five thousand (5,000) shares
of Restricted Stock.  Such Restricted
Stock is subject to the risk of forfeiture and is nontransferable through the
end of the Director’s initial term on the Board.


5.2                                Each Director will receive an annual
grant of six thousand (6,000) shares of Restricted Stock for each year that the
Director holds such office with the Company. 
This Restricted Stock is subject to the risk of forfeiture and is
nontransferable through the end of the Director’s then-current term on the
Board in which such Restricted Stock is granted.


6.                                      Form of Grants. 
Restricted Stock and Common Stock grants will be made pursuant to the
terms and conditions of the Reliant Energy, Inc. 2002 Long Term Incentive Plan.



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