exv10w51





Exhibit 10.51




RELIANT RESOURCES, INC. DEFERRAL PLAN

(As Established Effective January 1, 2002)




Second Amendment




WHEREAS, Reliant Energy, Inc (formerly known as Reliant Resources, Inc. and hereinafter the
“Company”), established and maintains the Reliant Resources, Inc. Deferral Plan, effective
January 1, 2002, and as thereafter amended (the “Plan”), for the benefit of its eligible non-union
employees and non-employee directors; and



WHEREAS, the Board of Directors of the Company has reserved the authority under Section 7.1 of
the Plan to amend the Plan; and



WHEREAS, in response to the enactment of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), effective as of January 1, 2005, the Company in operation separated all Plan
benefits earned and vested as of December 31, 2004 (“Grandfathered Benefits”) from all Plan
benefits earned or vested after December 31, 2004 (“409A Benefits”); and



WHEREAS, at all times on and after January 1, 2005, the Grandfathered Benefits, along with all
earnings, gains and losses attributable thereto, have been (and continue to be) subject to the
terms and provisions of the Plan as in effect on December 31, 2004, and no material modifications,
within the meaning of Code Section 409A, have been made (in form or operation) to the Plan with
respect to the Grandfathered Benefits; and



WHEREAS, the Company desires to bifurcate the Plan such that (1) the Grandfathered Benefits,
along with all earnings, gains and losses attributable thereto, shall continue to be maintained
under and paid from the Plan, which shall be frozen and intended to be a “grandfathered” plan
exempt from Code Section 409A, and (2) the 409A Benefits, along with all earnings, gains and losses
attributable thereto, shall be maintained under and paid from a separate plan that is intended to
comply with the requirements Code Section 409A, known as the Reliant Energy, Inc. Deferral and
Restoration Plan; and



WHEREAS, in connection with the foregoing, the Company desires to rename the Plan;


 


 









 





NOW, THEREFORE, the Company hereby amends the Plan, effective as of the dates set forth
herein, as follows:



1. Effective as of April 26, 2004, all references in the Plan to “Reliant Energy, Inc.” are
hereby deleted and replaced in lieu thereof with “CenterPoint Energy, Inc.”



2. Effective as of April 26, 2004, all references in the Plan to “Reliant Resources, Inc.” are
hereby deleted and replaced in lieu thereof with “Reliant Energy, Inc.” and the definition of
“Company” in Article I of the Plan is hereby amended to read as follows:




“‘Company’ means Reliant Energy, Inc., a Delaware corporation, or
any successor thereto.”



3. Effective as of April 26, 2004, the name of the Plan is hereby amended to be the “Reliant
Energy, Inc. Grandfathered Deferral Plan,” and all references in the Plan to the “Reliant
Resources, Inc. Deferral Plan” are hereby amended accordingly, and the definition of “Plan” in
Article I of the Plan is hereby amended to read as follows:




“‘Plan’ means the Reliant Energy, Inc. Grandfathered Deferral Plan,
established effective January 1, 2002, as set forth herein, and as
may hereafter be amended from time to time.”



4. Effective as of December 31, 2004, the Plan is hereby frozen. No new participants and no
further benefits shall be accrued or earned under the Plan after December 31, 2004, other than
earnings, losses and gains attributable to Plan benefits earned and vested as of December 31, 2004.



5. Effective as of December 31, 2004, Article II of the Plan is hereby amended to add new
Section 2.10 to read as follows:




“2.10 Frozen Plan. This Plan is a frozen plan as of
December 31, 2004. This Plan is intended to be a ‘grandfathered’
plan for purposes of Code Section 409A. All benefits under this
Plan were earned and vested as of December 31, 2004, which, along
with all earnings, gains and losses attributable thereto, are
intended to be ‘grandfathered benefits’ exempt from Code Section
409A. No new participants and no further benefits shall be accrued
or earned under the Plan after December 31, 2004, other than
earnings, losses and gains attributable to benefits in the Plan that
were earned and vested as of December 31, 2004.”


 


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IN WITNESS WHEREOF, Reliant Energy, Inc. has caused this document to be executed by its duly
authorized officer, this 25 day of September, 2008, but effective as of the dates specified herein.



	 	 	 	 	 
	 	RELIANT ENERGY, INC.

 	 
	 	By:  	/s/ Karen D. Taylor
 	 
	 	 	Karen D. Taylor 	 
	 	 	Senior Vice President – Human Resources 	 




 


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