exv10w52





Exhibit 10.52




RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)





 


 









 







RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)




I N D E X




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ADMINISTRATION
	 	 	5	 
	2.1 Plan Administrator
	 	 	5	 
	2.2 Records of Committee
	 	 	5	 
	2.3 Committee Action
	 	 	5	 
	2.4 Compensation, Expenses and Advisors of the Committee
	 	 	5	 
	2.5 Liability of the Committee
	 	 	5	 
	2.6 Powers and Duties of the Committee
	 	 	6	 
	2.7 General Powers of Committee
	 	 	6	 
	2.8 Participation by Committee
	 	 	6	 
	2.9 Information From Employers
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III ACCOUNTS AND INVESTMENTS
	 	 	7	 
	3.1 Accounts
	 	 	7	 
	3.2 Deemed Investment of Funds
	 	 	7	 
	3.3 Distribution of Benefits
	 	 	8	 
	3.4 Nature of Company’s Obligation
	 	 	8	 
	3.5 Administrative Costs
	 	 	8	 
	3.6 Forfeitures
	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV RIGHTS OF PARTICIPANTS
	 	 	9	 
	4.1 No Employment Agreement
	 	 	9	 
	4.2 Restrictions on Assignment
	 	 	9	 
	4.3 Prerequisites to Benefits
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V PAYMENTS TO BENEFICIARIES
	 	 	10	 
	5.1 Beneficiary Designations
	 	 	10	 
	5.2 Payments to Beneficiaries
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VI CLAIMS FOR BENEFITS
	 	 	11	 
	6.1 Presenting Claims for Benefits
	 	 	11	 
	6.2 Claims Review Procedure
	 	 	12	 
	6.3 Disputed Benefits
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII AMENDMENT, TERMINATION AND ADOPTION OF PLAN
	 	 	13	 
	7.1 Amendment or Termination of the Plan
	 	 	13	 
	7.2 Designation of Employers
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	14	 
	8.1 Reliance Upon Information
	 	 	14	 
	8.2 Governing Law
	 	 	14	 
	8.3 Severability
	 	 	14	 
	8.4 Notice
	 	 	14	 
	8.5 Withholding of Taxes
	 	 	14	 
	8.6 Code Section 409A
	 	 	14	 






 


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	 	 	Page	 
	 
	 	 	 	 
	PROGRAM A DEFERRED COMPENSATION
	 	 	A-1	 
	 
	 	 	 	 
	ARTICLE I RELATIONSHIP TO THE PLAN
	 	 	A-1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	A-1	 
	2.1 Eligibility
	 	 	A-1	 
	2.2 Designation of Employee Participants
	 	 	A-1	 
	2.3 Election to Participate
	 	 	A-2	 
	 
	 	 	 	 
	ARTICLE III DEFERRALS
	 	 	A-2	 
	3.1 Employee Deferrals
	 	 	A-2	 
	3.2 Director Deferrals
	 	 	A-2	 
	3.3 Revocation
	 	 	A-3	 
	 
	 	 	 	 
	ARTICLE IV INVESTMENTS OF ACCOUNTS
	 	 	A-3	 
	4.1 Crediting of Accounts
	 	 	A-3	 
	4.2 Deemed Investment
	 	 	A-3	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	A-3	 
	5.1 Distribution Elections
	 	 	A-3	 
	5.2 Optional Forms of Distribution
	 	 	A-4	 
	 
	 	 	 	 
	PROGRAM B SAVINGS RESTORATION BENEFITS
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE I RELATIONSHIP TO THE PLAN
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	B-1	 
	2.1 Eligibility for Plan Years Prior to 2009
	 	 	B-1	 
	2.2 Eligibility for Plan Years 2009 and After
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE III RESTORATION BENEFITS
	 	 	B-1	 
	3.1 Restoration Benefit for Plan Years Prior to 2009
	 	 	B-1	 
	3.2 Restoration Benefit for Plan Years 2009 and After
	 	 	B-2	 
	 
	 	 	 	 
	ARTICLE IV INVESTMENT OF ACCOUNTS
	 	 	B-2	 
	4.1 Crediting of Accounts
	 	 	B-2	 
	4.2 Deemed Investment
	 	 	B-2	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	B-2	 
	5.1 Lump-Sum Distributions
	 	 	B-2	 
	5.2 Distribution Upon Disability
	 	 	B-3	 
	5.3 Vesting
	 	 	B-3	 






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RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)




RECITALS




Reliant Energy, Inc., a Delaware corporation, with its principal place of business in Houston,
Texas (the “Company”), hereby establishes the Reliant Energy, Inc. Deferral and Restoration Plan,
effective as of January 1, 2005 (the “Plan”), for the benefit of its eligible employees and
non-employee directors (“Participants”). The Plan provides two separate Benefit Programs: Program
A and Program B. The Plan is intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable.



The purpose of Program A is to permit the deferral of compensation on favorable terms and
thereby provide greater incentives to Participants to remain in service with the Company and
maintain the highest standards of performance. The purpose of Program B is to restore to
Participants a portion of the employer contributions that they are unable to receive under the
Reliant Energy, Inc. Savings Plan as a result of qualified plan limits under the Code.



Programs A and B are intended to qualify for the exemptions provided under Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for plans that are not
tax-qualified and that are maintained primarily to provide deferred compensation for a select group
of management or highly compensated employees.



The Company also maintains the Reliant Resources, Inc. Deferral Plan, as established effective
January 1, 2002 (the “Deferral Plan”), for the benefit of its eligible employees, and which
includes a Program A and Program B for the purposes described above. In response to the enactment
of Section 409A of the Code, effective as of January 1, 2005, the Company in operation separated
all Deferral Plan benefits earned and vested as of December 31, 2004 (“Grandfathered Benefits”)
from all Plan benefits earned or vested on and after January 1, 2005 and as described herein. The
Grandfathered Benefits under Programs A and B of the Deferral Plan, along with all earnings, gains
and losses attributable thereto, shall be maintained under and distributed from the Deferral Plan,
which was frozen as of December 31, 2004, with such Grandfathered Benefits subject to the terms and
conditions of the Deferral Plan as in effect on October 3, 2004. The Deferral Plan has been and is
intended to continue to be maintained and administered as a “grandfathered” plan for purposes of
Code Section 409A.



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RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)




ARTICLE I

DEFINITIONS




Each term below shall have the meaning ascribed thereto for all purposes of this Plan unless
the context requires a different construction. Capitalized terms used herein that are not defined
below but that are defined in the Savings Plan (as defined below) shall have the meanings ascribed
thereto in the Savings Plan.



“Account” means a notional account established on behalf of a Participant pursuant to a
Benefit Program to which benefits, earnings and/or losses, and expenses are credited and/or debited
on the Participant’s behalf.



“Affiliate” means any corporation which is a member of a controlled group of corporations
under Code Section 424(f) or is a member of an affiliated service group, under Code Section 414(m),
of which the Company or any other Employer is a member, and any other business which together with
the Company is under common control pursuant to Code Section 414(c).



“Annual Installment Payments” means annual payments made to a Participant pursuant to the
terms of a Benefit Program, each of which shall be calculated based on the total value of the
Participant’s relevant Account balance(s) on the date immediately preceding the date of payment,
multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be
the number of annual payments, including the payment to be made, remaining in the payment period.
For purposes of making any annual installment distributions, the Investment Funds in which the
Account(s) that are subject to distribution are invested shall be liquidated on a pro rata basis.



“Attendance Fee Deferral” means the amounts withheld from the meeting attendance fees
otherwise payable in cash to a Director Participant in the applicable Participation Year, as
described in Section 3.2(a) of Program A.



“Beneficiary” means the person or entity to whom benefits are payable in respect of a
Participant hereunder after the Participant’s death, as provided in the applicable Benefit Program.




“Beneficiary Designation” has the meaning ascribed thereto in Section 5.1 of the Plan.



“Benefit Program” or “Program” means each of Program A and Program B attached hereto, as
amended from time to time, which are hereby incorporated by reference as part of the Plan, under
which specific benefits are provided to Participants.



“Board” means the Board of Directors of the Company.


 


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“Bonus” means a performance-based bonus payable in cash to the Employee by an Employer under
the Reliant Energy, Inc. Annual Incentive Compensation Plan, the Reliant Energy, Inc. 2002 Annual
Incentive Compensation Plan for Executive Officers, or such other plan as approved by management
for inclusion hereunder for a performance period of not less than 12 months.



“Bonus Deferral” means the amount withheld from an Employee Participant’s Bonus for the
applicable Participation Year, as described in Section 3.1(b) of Program A.




“Code” means the Internal Revenue Code of 1986, as amended.



“Committee” means the Benefits Committee of the Company or such other committee as shall be
appointed by the Board to administer the Plan pursuant to Article II hereof.




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



“Compensation” means the base salary and/or Bonus payable to an Employee by an Employer, and
the meeting attendance fees and/or retainer fees payable to a Director by the Company.



“Deferral Account” means an Account established pursuant to Program A to which Participant
deferrals under Program A are recorded, and to which deemed Investment Fund performance and costs
are credited and/or debited.



“Deferral Plan” means the Reliant Resources, Inc. Deferral Plan, as established effective
January 1, 2002, as amended from time to time, and frozen as of December 31, 2004.




“Director” means a member of the Board who is not an Employee.




“Effective Date” means January 1, 2005.



“Employee” means any person, including an officer of any Employer (whether or not he is also a
member of the Board), who is employed by an Employer and whose employment is not covered by the
terms of a collective bargaining agreement between an Employer and a union.



“Employer” means the Company and each Affiliate or other employing organization in which the
Company has a direct or indirect ownership interest and that has been designated by the Committee
as a participating Employer pursuant to Section 7.2, and the successors, if any, to such
organizations.


 


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“Employment” means employment as an Employee or the current holding of a position as a
Director. The direct transfer of an Employee Participant’s employment (i) from the Company to an
Affiliate, (ii) from an Affiliate to another Affiliate, or (iii) from an Affiliate to the Company
shall not be a Separation from Service of such Participant. Moreover, an Employee’s absence from
active employment on account of temporary illness or during authorized vacation or during temporary
leaves of absence granted by the Employer for reasons
of professional advancement, education, health or government service, or during military leave
for any period if the Participant returns to active employment within 90 days after the termination
of such military leave, or during any period required to be treated as a leave of absence by virtue
of any valid law or agreement shall not be treated as a Separation from Service unless otherwise
required under Code Section 409A.




“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



“Investment Fund” means one or more of the investment funds designated by the Committee at the
time of reference. The Committee from time to time may revise the number and type of Investment
Funds.




“LTD Plan” means the Company’s long-term disability plan, as amended from time to time.



“Participant” means an Employee or a Director who is eligible to participate in one or more
Benefit Programs according to the terms thereof and, if applicable, has elected to so participate.



“Participation Year” means (i) with respect to Compensation in the form of base salary or
Bonus, the Plan Year during which a Participant performs services for the Employer for such base
salary or Bonus, and (ii) with respect to Compensation in the form of a Director’s meeting
attendance fees and a Director’s retainer fees, the Plan Year during which a Participant performs
services as a Director for such fees.



“Plan” means the Reliant Energy, Inc. Deferral and Restoration Plan, as established effective
January 1, 2005, as set forth herein, and as may hereafter be amended from time to time.




“Plan Year” means the 12-month period commencing on January 1 and ending on December 31.



“Retainer Fee Deferral” means the amount withheld from the retainer fee otherwise payable in
cash to a Director Participant in the applicable Participation Year, as described in Section 3.2(b)
of Program A.



“Salary Deferral” means the amounts withheld from an Employee Participant’s base salary for
the applicable Participation Year, as described in Section 3.1(a) of Program A.




“Savings Plan” means the Reliant Energy, Inc. Savings Plan, as amended from time to time.



“Savings Plan Compensation” means “Compensation” as defined in the Savings Plan with respect
to a Participant but without application of the limitation under Code Section 401(a)(17).



“Savings Plan Year” means the “Plan Year” as defined in the Savings Plan.


 


3









 





“Savings Restoration Account” means an Account established pursuant to Program B to which
benefits earned under Program B are recorded, and to which deemed Investment Fund performance and
costs are credited and/or debited.



“Savings Restoration Benefit” means the Employer contributions made to a Savings Restoration
Account on behalf of a Participant in the applicable Plan Year pursuant to the provisions of
Program B.



“Separation from Service” means an Employee Participant’s termination of employment or a
Director Participant’s termination of service as a member of the Board that constitutes a
“separation from service” within the meaning Code Section 409A.




“Trust” means the trust, if any, established under the Trust Agreement.



“Trust Agreement” means the agreement, if any, entered into between the Company and the
Trustee pursuant to Section 3.4.



“Trust Fund” means the funds and properties, if any, held pursuant to the provisions of the
Trust Agreement, together with all income, profits, and increments thereto.



“Trustee” means the trustee or trustees qualified and acting under the Trust Agreement at any
time.



Words used in this Plan in the singular shall include the plural and in the plural the
singular, and the gender of words used shall be construed to include whichever may be appropriate
under any particular circumstances of the masculine or feminine genders.


 


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ARTICLE II

ADMINISTRATION




2.1 Plan Administrator. The Plan shall be administered by the Committee, which shall be
the primary fiduciary with respect to the operation and administration of this Plan and shall serve
as administrator and named fiduciary of the Plan for purposes of ERISA Section 402(a)(i).



2.2 Records of Committee. The Committee shall keep appropriate records of its proceedings
and the administration of the Plan. The Committee shall make available to Participants and their
Beneficiaries for examination, during business hours, such records of the Benefit Program as
pertain to the examining person and such documents relating to the Benefit Program as are required
by ERISA.



2.3 Committee Action. The Committee shall act by a majority of its members at the time in
office and such action may be taken either by vote at a meeting (including telephonic meetings) or
in writing without a meeting. The Committee shall keep a record of all its meetings or other
actions and shall forward all necessary communications to the Employers and the Trustee. The
Committee may adopt such rules, regulations and bylaws as it deems desirable for the conduct of its
affairs. The Committee may authorize any one or more of its members or an agent to execute any
document or documents on behalf of the Committee and, in the event such document affects the
Trustee, the Committee shall notify the Trustee in writing of such action and the name or names of
its member or members or other agent so designated. The Trustee thereafter shall accept and rely
upon any document executed by such member or members or agent as representing the action of the
Committee, until the Committee shall file with the Trustee a written revocation of such
designation. Upon the approval of a majority of the members of the Committee, the Committee may
(i) allocate among any of its members any of the responsibilities of the Committee under the Plan
and Trust Agreement and/or (ii) designate any person, firm or corporation that is not a member of
the Committee to carry out any of the responsibilities of the Committee under the Plan and/or Trust
Agreement. Any such allocation or designation shall be made pursuant to a Committee resolution.
The Chairman of the Committee shall be agent of the Plan and the Committee for the service of legal
process at the principal office of the Company.



2.4 Compensation, Expenses and Advisors of the Committee. The members of the Committee
shall serve without bond (unless otherwise required by law) and without compensation for their
services as such. The Committee may select, and authorize the Trustee to compensate suitably, such
attorneys, agents and representatives as it may deem necessary or advisable to the performance of
its duties. All expenses of the Committee that shall arise in connection with the administration
of the Plan shall be paid by the Employers or by the Trustee from the Trust Fund.



2.5 Liability of the Committee. Except to the extent that such liability is created by ERISA, no member of the Committee shall
be liable for any act or omission of any other member of the Committee, nor for any act or omission
on his own part except for his own gross negligence or willful misconduct, nor for the exercise of
any power or discretion in the performance of any duty assumed by him hereunder. The Company shall
indemnify and hold harmless each member of the Committee from any and all claims, losses, damages,
expenses (including counsel fees approved by such Committee), and liabilities arising from any act
or omission of such member in connection with duties and responsibilities under the Plan and Trust
Agreement, except when the same is judicially determined to be due to the gross negligence or
willful misconduct of such member.


 


5









 





2.6 Powers and Duties of the Committee. The Committee, on behalf of the Participants and
their Beneficiaries, shall enforce this Plan in accordance with its terms and shall have all powers
necessary for the accomplishment of that purpose, including, but not by way of limitation, the
following powers:




(a) to determine all questions relating to the eligibility of Employees and
Directors to become Participants;




(b) to authorize all disbursements by the Trustee from the Trust Fund;




(c) to interpret and construe all terms, provisions, conditions and limitations
of this Plan and of any Benefit Program adopted hereunder and to reconcile any
inconsistency or supply any omitted detail that may appear in this Plan or in any
Benefit Program adopted hereunder in such manner and to such extent, consistent with
the general terms of the Plan and of any Benefit Program adopted hereunder, as the
Committee shall deem necessary and proper to effectuate the Plan and any Benefit
Program adopted hereunder for the greatest benefit of all parties interested in the
Plan; and




(d) to make and enforce such rules and regulations for the administration of the
Plan as are not inconsistent with the terms set forth herein.



2.7 General Powers of Committee. In addition to all other powers herein granted, and in
general consistent with the provisions hereof, the Committee shall have all other rights and powers
reasonably necessary to supervise and control the administration of this Plan. The determination
of any fact by the Committee and the construction placed by the Committee upon the provisions of
this Plan shall be binding upon all of the Participants under this Plan, their Beneficiaries and
the Employers.



2.8 Participation by Committee. Members of the Committee may be Participants under the
Plan, but no member may vote on any matter relating to his benefits under the Plan (except to the
extent the vote applies to Plan benefits generally).



2.9 Information From Employers. The Employers shall supply full and timely information to
the Committee and its delegates as may be required in administration of the Plan.





 


6









 






 ARTICLE III



ACCOUNTS AND INVESTMENTS




3.1 Accounts. A separate Account(s) shall be established and maintained for each
Participant in accordance with the provisions of the Benefit Programs in which he participates.
Each Account shall clearly reflect the contributions made to the Plan under the relevant Benefit
Program(s) on behalf of the Participant, whether by the Participant or by an Employer. All
Accounts shall also reflect the consequences of the deemed investment provided for in the
applicable Benefit Program. All interest, dividends, charges for premiums, capital changes or
market changes applicable to each Account shall be credited or debited to the Account as they are
deemed to occur. Until otherwise provided by the Committee, Accounts shall be valued as of each
business day. A statement of each Account shall be furnished to Participants, in the form and
manner prescribed the Committee, from time to time, but no less frequently than annually, based on
the net fair market value of the deemed investments of the Account as of the statement date.



3.2 Deemed Investment of Funds.




(a) Deemed Investment of Accounts. All Accounts shall be deemed to be invested among
the Investment Funds in accordance with the directions of the Participant and following the
relevant rules and procedures prescribed by the Committee. Except as otherwise expressly
provided herein, interest, dividends and other income and all profits, gains and losses
deemed to have been produced by each Investment Fund shall be credited or debited in such
Investment Fund.




Prior to or upon the initial crediting of contributions to an Account on behalf of a
Participant, the Participant, in accordance with procedures established by the Committee,
shall file with the Committee an initial investment instruction indicating the manner in
which his Account shall be deemed allocated among the available Investment Funds. If no
such instruction shall have been received by the Committee, the Participant’s Account
initially shall be deemed allocated among the available Investment Funds in the manner
determined by the Committee. A Participant’s investment instruction, including any
permitted changes thereto as described below, shall apply to all contributions subsequently
credited to an Account on behalf of the Participant unless otherwise specified in the
applicable Benefit Program or by the Committee.




Until such time as the Committee provides otherwise, Participants shall be permitted to
change investment instructions in the manner approved by the Committee at any time with
unlimited frequency. Any such change in investment instructions shall be effective as soon
as reasonably practicable following receipt of the change of investment instructions by the
Committee (or its delegate), but in no event shall such change be effective earlier than the
close of business on the date on which such change is received by the Committee.




(b) Company Ownership. All contracts and other evidence of the investment of all assets
related to this Plan shall be registered in the name of the Company, which shall be the
owner/beneficiary thereof. While the Company may choose to invest assets equal to Account
balances in accordance with the deemed investments described herein, it reserves the right
not to make any such investment.


 


7









 





3.3 Distribution of Benefits. A Participant’s Accounts shall be distributed to him in the
manner set forth in the applicable Benefit Program.



3.4 Nature of Company’s Obligation. Plan benefits herein provided are a contractual
obligation of the Company and shall be paid out of the Company’s general assets. Neither a
Participant nor a Beneficiary shall acquire any interest greater than that of an unsecured
creditor. Nevertheless, subject to the terms hereof and, if applicable, a Trust Agreement, the
Company may transfer money or property to a Trustee to provide, in whole or in part, the Plan
benefits hereunder, and the Trustee shall pay such Plan benefits to Participants and their
Beneficiaries from the Trust Fund. To the extent the Company transfers assets to a Trustee
pursuant to a Trust Agreement, the Committee may, but need not, establish procedures for the
Trustee to invest the Trust Fund in accordance with each Participant’s designated deemed
investments pursuant to Section 3.2(a) respecting the portion of the Trust Fund assets equal to
such Participant’s Accounts. Notwithstanding the above, no transfer to the Trust or Trust Fund
shall be made after a change in the Company’s financial health as contemplated by Code Section
409A(b)(2).



The Committee, in its sole discretion, may establish such a Trust and direct the Company to
enter into a Trust Agreement. In such event, the Company shall remain the owner of all assets in
the Trust Fund and the assets shall be subject to the claims of the Company’s creditors if the
Company ever becomes insolvent. For purposes hereof, the Company shall be considered “insolvent”
if (a) the Company is unable to pay its debts as they become due or (b) the Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code (or any successor federal
statute).



3.5 Administrative Costs. All expenses incident to the administration, termination or
protection of the Plan and Trust Fund, including, but not limited to, legal, accounting, investment
manager and Trustee fees, shall be paid by the Company, which may require reimbursement from the
other Employers for their proportionate shares, or, if not paid by the Company, shall be paid by
the Trustee from the Trust Fund and, until paid, shall constitute a first and prior claim and lien
against the Trust Fund. The Committee may, in its discretion, charge Participants on a uniform
basis for the administrative costs associated with administering or implementing the Plan. Such
amounts shall be reflected as a reduction to Participant’s Accounts in such manner as the Committee
deems appropriate.



3.6 Forfeitures. Any amounts forfeited by a Participant under the terms of the Plan will be applied to reduce, to
the extent of such forfeitures, Plan expenses and/or the future contribution obligations of the
Company hereunder.


 


8









 





ARTICLE IV

RIGHTS OF PARTICIPANTS




4.1 No Employment Agreement. Nothing in this agreement shall give a Participant any rights
to (or impose any obligations for) continued Employment by the Company or any Affiliate or
subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any
obligations) with respect to continued performance of duties by a Participant.



4.2 Restrictions on Assignment. A Participant’s right to receive payments or benefits
under this Plan shall not be assignable or otherwise transferable except by will or the laws of
descent and distribution or pursuant to a domestic relations order as defined by Code Section
414(p)(1)(B). Any attempted assignment or transfer in violation of this Section 4.2 shall be null
and void.



4.3 Prerequisites to Benefits. No Participant, nor any Beneficiary or other person
claiming through a Participant, shall have any right or interest in the Plan, or any benefits
hereunder, unless and until all the terms, conditions, and provisions of the Plan which affect such
Participant or such other person shall have been complied with as specified herein.


 


9









 





ARTICLE V

PAYMENTS TO BENEFICIARIES




5.1 Beneficiary Designations. Each Participant shall file with the Committee, in the form
and manner prescribed by the Committee, a designation of one or more Beneficiaries to whom the
Participant’s Account balance(s) shall be distributed in the event of the Participant’s death prior
to the complete distribution of the Account balance(s) payable with respect to the Participant,
with such designation effective when received and accepted by the Committee (the “Beneficiary
Designation”). The Participant may at any time and from time to time revoke or change the
Beneficiary Designation pursuant to the form and manner prescribed by the Committee. If there is
no valid Beneficiary Designation on file with the Committee at the time of the Participant’s death,
or if all of the Beneficiaries designated by the Participant in the Beneficiary Designation shall
have predeceased the Participant or otherwise ceased to exist, then the Participant’s Beneficiary
shall be (i) the Participant’s spouse, if the Participant was legally married at the time of the
Participant’s death and if the Participant’s spouse survives the Participant, or (ii) if there is
no such spouse, the executor or legal representative of Participant’s estate.



5.2 Payments to Beneficiaries. In the event of a Participant’s death prior to receipt of
his total benefit under the Plan, unless otherwise expressly provided in the applicable Benefit
Program, the Participant’s vested Account balance shall be paid in a lump sum to the Beneficiary
or, if applicable, to the executor or legal representative of the Participant’s estate within 90
days following the Participant’s date of death. In the event annual installment payments of the
Participant’s benefit have commenced to the Participant, unless otherwise expressly provided in the
applicable Benefits Program, such payments shall cease as of the payment made immediately prior to
the date of death and the remaining Account balance shall be paid in a lump sum to the Beneficiary
or, if applicable, to the executor or legal representative of the Participant’s estate within 90
days following the Participant’s date of death. If the Beneficiary shall survive the Participant
but die before receiving the payments hereunder, then, unless the Beneficiary Designation provides
otherwise, the balance of the Participant’s Account Balance which would have been paid to that
Beneficiary had that Beneficiary lived shall be paid to the to the executor or legal representative
of the Beneficiary’s estate within 90 days following the Beneficiary’s date of death.


 


10









 






ARTICLE VI

CLAIMS FOR BENEFITS




6.1 Presenting Claims for Benefits. A “Claims Administrator” shall be appointed by the
Committee or, absent such appointment, shall be the Company’s director of benefits, with such
Claims Administrator authorized by the Committee to conduct the initial review and render a
decision as provided in this Section for all claims for benefits under the Plan. Any Participant
or any other person claiming under any deceased Participant (collectively, the “Applicant”) may
submit written application to the Claims Administrator for the payment of any benefit asserted to
be due him under the Plan. Such application shall set forth the nature of the claim and such other
information as the Claims Administrator may reasonably request.



The Claims Administrator shall notify the Applicant of the benefits determination within a
reasonable time after receipt of the claim, such time not to exceed 90 days unless special
circumstances require an extension of time for processing the application. If such an extension of
time for processing is required, written notice of the extension shall be furnished to the
Applicant prior to the end of the initial 90-day period. In no event shall such extension exceed a
period of 90 days from the end of such initial period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the Claims Administrator
expects to render its final decision. Notice of the Claims Administrator’s decision to deny a
claim in whole or in part shall be set forth in a manner calculated to be understood by the
Applicant and shall contain the following:




(a) the specific reason or reasons for the denial;




(b) specific reference to the pertinent Plan provisions on which the denial is
based;




(c) a description of any additional material or information necessary for the
Applicant to perfect the claim and an explanation of why such material or information
is necessary; and




(d) an explanation of the claims review procedures set forth in Section 6.2
hereof, including the Applicant’s right to bring a civil action under Section 502(a)
of ERISA following a denial on review.



Applicants shall be given timely written notice of the time limits set forth herein for
determination on claims, appeal of claim denial and decisions on appeal.


 


11









 





6.2 Claims Review Procedure. If an application filed by an Applicant under Section 6.1
above shall result in a denial by the Claims Administrator of the benefit applied for, either in
whole or in part, such Applicant shall have the right, to be exercised by written request filed
with the Committee within 60 days after receipt of notice of the denial of his application for the
review of his application and of his entitlement to the benefit for which he applied, by the
Committee. Such request for review may
contain such additional information and comments as the Applicant may wish to present. The
Committee shall reconsider the application in light of such additional information and comments as
the Applicant may have presented and, if the Applicant shall have so requested, may grant the
Applicant a formal hearing before the Committee in its discretion. The Committee shall also permit
the Applicant or his designated representative to review pertinent documents in its possession,
including copies of the Plan document and information provided by the Employer relating to the
Applicant’s entitlement to such benefit. The Committee shall render a decision no later than the
date of the Committee meeting next following receipt of the request for review, except that (i) a
decision may be rendered no later than the second following Committee meeting if the request is
received within 30 days of the first meeting and (ii) under special circumstances which require an
extension of time for rendering a decision (including but not limited to the need to hold a
hearing), the decision may be rendered not later than the date of the third Committee meeting
following the receipt of the request for review. If such an extension of time for review is
required because of special circumstances, written notice of the extension shall be furnished to
the Applicant prior to the commencement of the extension. Notice of the Committee’s final decision
shall be furnished to the Applicant in writing, in a manner calculated to be understood by him, and
if the Applicant’s claim on review is denied in whole or in part, the notice shall set forth the
specific reason or reasons for the denial and the specific reference to the pertinent plan
provisions on which the denial is based, the Applicant’s right to receive upon request, free of
charge, reasonable access to, and copies of, all relevant documents, records and other information
to his claim, and his right to bring a civil action under Section 502(a) of ERISA. Notwithstanding
the foregoing or any provision of the Plan to the contrary, no action at law or equity shall be
brought to recover under the Plan until the Applicant’s appeal rights set forth in Section 6.1 and
this Section have been denied in whole or in part. Benefits under this Plan will be paid only if
the Committee decides in its discretion that the Applicant is entitled to such benefits.



6.3 Disputed Benefits. If any dispute shall arise between an Applicant and the Committee
after the Committee has completed its review of such claim for benefits as provided in this Article
VI, or in the event a dispute shall develop as to the person to whom the payment of any benefit
under the Plan shall be made, then the Trustee may withhold the payment of all or any part of the
benefits payable hereunder to the Participant or other person claiming under the Participant until
such dispute has been resolved by a court of competent jurisdiction or settled by the parties
involved.


 


12









 





ARTICLE VII

AMENDMENT, TERMINATION AND 

ADOPTION OF PLAN




7.1 Amendment or Termination of the Plan. The Board may amend or terminate this Plan from
time to time or at any time. Other than the right to change Investment Funds prospectively (or
unless as otherwise required by applicable law), any such amendment or termination shall not,
however, without the written consent of the affected Participant, adversely affect the rights of a
Participant with respect to amounts credited to his Account prior to the date that such amendment
is effective. In the event of a termination of the Plan, unpaid benefits shall continue to be an
obligation of the Company and, unless otherwise expressly provided by resolution of the Board,
shall be paid as scheduled and in all events in a manner consistent with the requirements of Code
Section 409A.



7.2 Designation of Employers. The Committee may designate any Affiliate as an Employer,
with such Employers set forth on Appendix A of the Plan from time to time. Each designated
Affiliate shall be conclusively presumed to have consented to its designation and to have agreed to
be bound by the terms of the Plan and any and all amendments thereto with respect to its eligible
Employees. Each designated Affiliate shall authorize and designate the Company as its agent to act
for it in all transactions affecting the administration of the Plan and shall authorize and
designate the Committee to act for such Affiliate and its Participants in the same manner in which
the Committee may act for the Company and its Participants hereunder.


 


13









 





ARTICLE VIII

MISCELLANEOUS




8.1 Reliance Upon Information. The Committee shall not be liable for any decision or
action taken in good faith in connection with the administration of this Plan. Without limiting
the generality of the foregoing, any such decision or action taken by the Committee in reliance
upon any information supplied to it by an officer of the Company, the Company’s legal counsel, or
the Company’s independent accountants in connection with the administration of this Plan shall be
deemed to have been taken in good faith.



8.2 Governing Law. This Plan shall be construed, administered, and governed in all
respects under applicable federal law, and to the extent that federal law is inapplicable, under
the laws of the State of Texas. If any provision of this Plan shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.



8.3 Severability. If any term, provision, covenant or condition of the Plan is held to be
invalid, void or otherwise unenforceable, the rest of the Plan shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.



8.4 Notice. Any notice or filing required or permitted to be given to the Committee under
this Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified
mail, to the principal office of the Company. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.



8.5 Withholding of Taxes. The Company (or, if applicable, the Trustee) will withhold from
any benefits payable under this Plan all federal, state, city or other taxes as may be required
pursuant to any law or governmental regulation or ruling and take other action as may be necessary
in the opinion of the Company (or, if applicable, the Trustee) to satisfy all obligations for
withholding of such taxes arising from participation in the Plan.



8.6 Code Section 409A It is intended that the provisions of the Plan (including the
Benefit Programs) satisfy the requirements of Code Section 409A, and it is also intended that the
Plan be administered and operated in a manner consistent with such requirements.


 


14









 





IN WITNESS WHEREOF, Reliant Energy, Inc. has executed these presents to be executed by its
duly authorized officer in a number of copies, all of which shall constitute but one and the same
instrument which may be sufficiently evidenced by any executed copy hereof, this 25 day of
September, 2008, but effective as of January 1, 2005.



	 	 	 	 	 
	 	RELIANT ENERGY, INC.

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

and Chief Diversity Officer 	 




 


15









 







RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)




PROGRAM A

DEFERRED COMPENSATION




* * * * * * * * * * *




ARTICLE I

RELATIONSHIP TO THE PLAN





This Program A of the Reliant Energy, Inc. Deferral and Restoration Plan applies to deferrals
of Compensation earned for services provided after December 31, 2004. Except as otherwise
expressly provided in this Program A, all capitalized terms shall have the meanings ascribed to
them in the Plan. All section references used in this Program A refer to the applicable section in
this Program A except where otherwise noted.



ARTICLE II

PARTICIPATION




2.1 Eligibility. Each Director who was a Participant in the Deferral Plan as of December
31, 2004, shall be eligible to participate in this Program A on and after January 1, 2005 (subject
to meeting any other eligibility requirements). Each individual who becomes a Director on and
after January 1, 2005, shall be eligible for designation by the Committee for participation in
Program A as of the first day of the Plan Year coincident with or next following the date on which
he is first installed as a Director. All select key Employees who are highly-compensated Employees
shall be eligible for designation by the Committee for participation in Program A. The Committee
may, from time to time, establish additional eligibility requirements for participation in Program
A.



2.2 Designation of Employee Participants. Prior to the commencement of any Participation
Year, the Committee shall designate and notify (in writing or electronically (e.g., e-mail)) the
Employees who it selects as eligible to elect to defer Compensation under this Program A for such
Participation Year. A designation of an Employee as eligible to defer Compensation for a
particular Participation Year shall not entitle such Participant to participate with respect to any
other Participation Year.


 


A-1









 





2.3 Election to Participate. After an Employee or Director has been notified by the
Committee that he is eligible to participate in Program A for a Participation Year, he must notify
the Committee, by such method as the Committee shall designate, if he chooses to defer Compensation
for such Participation Year. A Participant’s election to defer Compensation with respect to a
Participation Year (i) shall specify the type or types and the amount or amounts of Compensation,
as described in
Article III hereof, that he wishes to defer, subject to such limitations as the Committee may
impose from time to time; (ii) shall specify the time and form of distribution the Participant
chooses with respect to such deferrals pursuant to Article V; and (iii) shall be effective upon
receipt by the Committee.



A Participant’s election to make Attendance Fee Deferrals, Retainer Fee Deferrals and Salary
Deferrals must be made prior to the first day of the Participation Year in which the services will
be provided for which such Compensation would otherwise be paid to the Participant and will be
irrevocable as of the December 31 preceding such Participation Year. A Participant’s election to
make a Bonus Deferral must be made prior to the date that is six months before the end of the
Participation Year for which such Compensation would be earned by the Participant and will be
irrevocable as of the June 30 of such Participation Year.



ARTICLE
III

DEFERRALS




3.1 Employee Deferrals.




(a) Salary Deferrals. When making an election under Section 2.3, an Employee
Participant may elect to defer a certain percentage of the annual base salary otherwise
payable to him after the withholding of any applicable FICA taxes, from a minimum of 1% up to
a maximum of 80% of such amount, for the applicable Participation Year. The percentage of
base salary so elected to be deferred shall be withheld from the Employee Participant’s base
salary during each pay period of the applicable Participation Year.




(b) Bonus Deferrals. When making an election under Section 2.3, an Employee Participant
may elect to defer a certain percentage of the Bonus otherwise payable to him after the
withholding of any applicable FICA taxes, from a minimum of 1% up to a maximum of 100% of
such amount, for the applicable Participation Year. The amount of Bonus elected to be
deferred shall be withheld from the Employee Participant’s Bonus otherwise payable during the
Participation Year.



3.2 Director Deferrals.




(a) Attendance Fee Deferrals. When making an election under Section 2.3, a Director
Participant may elect to defer a certain percentage of the meeting attendance fees payable in
cash and earned by him in the applicable Participation Year from a minimum of 1% up to a
maximum of 100%. The amount of meeting attendance fees so elected to be deferred shall not
be paid but shall be withheld from the Director Participant’s meeting attendance fees
otherwise payable during the Participation Year.


 


A-2









 






(b) Retainer Fee Deferrals. When making an election under Section 2.3, a Director
Participant may elect to defer a certain percentage of the retainer fees payable in
cash and earned by him in the applicable Participation Year from a minimum of 1% up to a
maximum of 100%. The amount of retainer fees so elected to be deferred shall not be paid but
shall be withheld from the Director Participant’s retainer fees otherwise payable during the
Participation Year.



3.3 Revocation. A Participant may change or revoke his deferral election for a
Participation Year up until such day as the deferral election becomes irrevocable under Section 2.3
by delivering a notice of change or revocation to the Committee (or its designee) in the form and
manner prescribed by the Committee.



ARTICLE
IV

INVESTMENTS OF ACCOUNTS




4.1 Crediting of Accounts. A separate Deferral Account shall be established and
maintained for each Participant who makes deferrals of Compensation under this Program A. All
Compensation deferred by a Participant under this Program A shall not be paid to the Participant
but shall be credited to the Participant’s Deferral Account on the date such Compensation otherwise
would have been paid to the Participant (or as soon as practicable after such date).



4.2 Deemed Investment. All Deferral Accounts established pursuant to this Program A shall
be deemed to be invested in accordance with the provisions of Section 3.2(a) of the Plan.



ARTICLE
V

DISTRIBUTIONS




5.1 Distribution Elections.




(a) Employee Participants. At the time an Employee Participant elects to defer
Compensation for a Participation Year, and in accordance with procedures established by the
Committee, he shall elect (x) the time and form of distribution for the benefits attributable
to his Salary Deferrals, if any, for such Participation Year and (y) the time and form of
distribution for the benefits attributable to his Bonus Deferrals, if any, for such
Participation Year, from among those distributions options set forth in Section 5.2 below;
provided, however, that:




(i) if he elects the lump-sum distribution option set forth in Section 5.2(a)
below, the Employee Participant shall elect a calendar year during which such
distribution shall be paid, which shall in no event be prior to the fourth calendar
year following the Plan Year in which the Participant deferred the Compensation; and




(ii) if he elects the Annual Installment Payments option set forth in Section
5.2(b) below, the Employee Participant shall elect a calendar year during which such
Annual Installment Payments shall commence to be paid, which shall in no event be
prior to the fourth calendar year following the Plan Year in which the Participant
deferred the Compensation.


 


A-3









 






(b) Director Participants. At the time a Director Participant elects to defer
Compensation for a Participation Year and in accordance with procedures established by the
Committee, he shall elect (x) the time and form of distribution for the benefits attributable
to his Attendance Fee Deferrals, if any, for such Participation Year and (y) the time and
form of distribution for the benefits attributable to his Retainer Fee Deferrals, if any, for
such Participation Year, from among those distribution options set forth in Section 5.2
below; provided, however, that:




(i) if he elects the lump-sum distribution option set forth in Section 5.2(a)
below, the Director Participant shall elect a calendar year during which such
distribution shall be paid, which shall in no event be prior to the fourth calendar
year following the Plan Year in which the Director Participant deferred the
Compensation; and




(ii) if he elects the Annual Installment Payment option set forth in Section
5.2(b) below, the Director Participant shall elect a calendar year during which such
Annual Installment Payments shall commence to be paid, which shall in no event be
prior to the fourth calendar year following the Plan Year in which the Director
Participant deferred the Compensation.




(c) Failure to Elect Time and Form of Distribution. If a Participant fails to make a
timely or valid election as to the time and form in which Compensation deferred in a
particular Participation Year shall be distributed, then benefits attributable to such
deferred Compensation shall be distributed in the form of a lump-sum distribution within 90
days following the expiration of the six-month period commencing on the date of the
Participant’s Separation from Service.



5.2 Optional Forms of Distribution. Pursuant to Section 5.1, a Participant may elect that
the amounts of Compensation deferred on his behalf pursuant to this Program A in each Participation
Year be paid in one or more of the following methods:




(a) Lump-Sum Distribution. The Participant may elect to receive a single lump-sum
distribution equal to his Deferral Account balance as of the distribution date that is
attributable to the amounts of Compensation deferred, which shall include the earnings,
losses and gains attributable thereto, to which such election applies, which shall be paid on
the earlier of:




(i) June 30 of the calendar year (but in no event later than December 31st of
such calendar year) elected by the Employee Participant
pursuant to Section 5.1(a)(i) or the Director Participant pursuant to Section
5.2(b)(i), as applicable; or




(ii) if the Participant’s Separation from Service date occurs prior to the date
in clause (i) above, then within 90 days following the expiration of the six-month
period commencing on the date of the Participant’s Separation from Service.


 


A-4









 






(b) Annual Installment Payments. The Participant may elect to receive Annual
Installment Payments paid over a term of five years prior to the Participant’s Separation
from Service. Amounts remaining unpaid shall be subject to adjustment for costs pursuant to
Section 3.5 of the Plan and deemed investment performance pursuant to Section 4.2. Annual
Installment Payments shall be considered a series of individual payments and shall commence
on June 30 of the calendar year (but in no event later than December 31st of such calendar
year) elected by the Employee Participant pursuant to Section 5.1(a)(ii) or by the Director
Participant pursuant to Section 5.1(b)(ii), as applicable (but not prior to the end of the
Participation Year in which the attributable Compensation was deferred). Except as otherwise
provided in Section 5.2 of the Plan, if the Participant’s Separation from Service date occurs
prior to the initial installment payment date or at any time after such installments
commence, but prior to the last installment payment, then within 90 days following the
expiration of the six-month period commencing on the date of the Participant’s Separation
from Service the unpaid amount of the Participant’s Deferral Account shall be paid to him in
a single lump-sum distribution.



5.3 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Deferral Account in a single lump-sum distribution within 90 days following
the date the disability satisfies such Code Section 409A requirements. The determination of
whether a Participant has become “disabled” for purposes of the LTD Plan under clause (i) above
shall be made by the LTD Plan’s administrator and shall be final and binding on all parties
concerned.




 


A-5









 







RELIANT ENERGY, INC.

DEFERRAL AND RESTORATION PLAN

(As Established Effective January 1, 2005)




PROGRAM B

SAVINGS RESTORATION BENEFITS




* * * * * * * * * * *




ARTICLE I

RELATIONSHIP TO THE PLAN




This Program B of the Reliant Energy, Inc. Deferral and Restoration Plan applies to benefits
accrued hereunder from and after January 1, 2005. Except as otherwise expressly provided in this
Program B, all capitalized terms shall have the meanings ascribed to them in the Plan. All section
references used in this Program B refer to the applicable section in this Program B except where
otherwise noted.



ARTICLE II

PARTICIPATION




2.1 Eligibility for Plan Years Prior to 2009. An Employee shall be entitled to a Savings
Restoration Benefit for each Plan Year after Plan Year 2004 and prior to Plan Year 2009 (i) in
which the Employee is a highly-compensated Employee, (ii) in which the Participant makes the
maximum Matched Contribution permitted under the Savings Plan for the coinciding Savings Plan Year
and (iii) during which the Employer Matching Contributions or Annual Profit Sharing Contributions
made by the Employer under the Savings Plan are limited due to the limitations under Code Section
401(a)(17) or the limitations under Code Section 415. For purposes of this Section 2.1, “Matched
Contribution” means an amount deferred by a Participant as a Pre-Tax Matched Contribution and/or an
After-Tax Matched Contribution under the Savings Plan.



2.2 Eligibility for Plan Years 2009 and After. An Employee shall be entitled to a Savings
Restoration Benefit for each Plan Year after Plan Year 2008 in which (i) the Employee is a
highly-compensated employee and (ii) the Employee’s Savings Plan Compensation exceeds the Code
Section 401(a)(17) limitation for such Plan Year.


ARTICLE III

RESTORATION BENEFITS




3.1 Restoration Benefit for Plan Years Prior to 2009. The Savings Restoration Benefit
credited on behalf of a Participant under this Program B for each Plan Year after Plan Year 2004
and prior to Plan Year 2009 shall be equal to the difference between (i) the aggregate amount of
Employer Matching Contributions and Annual Profit Sharing Contributions which would have been
allocated in respect of the Participant under the
Savings Plan for the Savings Plan Year that coincides with such Plan Year if the Participant had
made the maximum Matched Contribution to the Savings Plan without regard to the limitations imposed
by Code Section 401(a)(17) and the limitations imposed by Code Section 415, and (ii) the aggregate
amount of Employer Matching Contributions and Annual Profit Sharing Contributions actually
allocated in respect of the Participant for such Savings Plan Year.




 


B-1









 





3.2 Restoration Benefit for Plan Years 2009 and After. The Savings Restoration Benefit
credited on behalf of a Participant under this Program B for each Plan Year after Plan Year 2008,
subject to the conditions of the Plan, shall be based upon the following formula:



Savings
Restoration Benefit = ((A - B) x 6%) + ((A - B) x C))




where:




	 	 	“A” is equal to the Participant’s Savings Plan Compensation for the Plan Year;

	 
	 	 	“B” is equal to the Code Section 401(a)(17) limit for the Plan Year; and

	 
	 	 	“C” is equal to the Annual Profit Sharing Contribution percentage under the Savings
Plan (if any) for the Plan Year.






With respect to the foregoing formula, the “6%” benefit (that is the portion determined under (A -
B) x 6%) shall be determined on a pay period basis and the “C” benefit (that is the portion
determined under (A - B) x C) shall be determined on a Plan Year basis.



ARTICLE IV

INVESTMENT OF ACCOUNTS




4.1 Crediting of Accounts. A Savings Restoration Account shall be established for each
Participant who is credited with a Savings Restoration Benefit under this Program B. A
Participant’s Savings Restoration Benefit shall be credited to a Participant’s Savings Restoration
Account as soon as practicable following the last day of the pay period to which such Savings
Restoration Benefit relates.



4.2 Deemed Investment. All Savings Restoration Accounts shall be deemed to be invested in
accordance with the provisions of Section 3.2(a) of the Plan.


ARTICLE V

DISTRIBUTIONS




5.1 Lump-Sum Distributions. Upon the Participant’s Separation from Service date, the
entire balance in the Participant’s Savings Restoration Account shall be paid to him in a single
lump-sum distribution within 90
days following the expiration of the six-month period commencing on the date of the Participant’s
Separation from Service.



5.2 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Savings Restoration Account in a single lump-sum distribution within 90 days
following the date the disability satisfies such Code Section 409A requirements. The determination
of whether a Participant has become “disabled” for purposes of the LTD Plan under clause (i) above
shall be made by the LTD Plan’s administrator and shall be final and binding on all parties
concerned.


ARTICLE V

DISTRIBUTIONS




5.1 Lump-Sum Distributions. Upon the Participant’s Separation from Service date, the
entire balance in the Participant’s Savings Restoration Account shall be paid to him in a single
lump-sum distribution within 90
days following the expiration of the six-month period commencing on the date of the Participant’s
Separation from Service.



5.2 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Savings Restoration Account in a single lump-sum distribution within 90 days
following the date the disability satisfies such Code Section 409A requirements. The determination
of whether a Participant has become “disabled” for purposes of the LTD Plan under clause (i) above
shall be made by the LTD Plan’s administrator and shall be final and binding on all parties
concerned.




 


B-2









 







5.3 Vesting. A Participant shall be fully vested in his Savings Restoration Account;
provided, however, a Participant shall have no right to his Savings Restoration Account if the
Committee determines that the Participant engaged in a willful, deliberate or gross act of
commission or omission which is injurious to the finances or reputation of the Company or any of
its Affiliates.




 


B-3









 







RELIANT ENERGY, INC. DEFERRAL AND RESTORATION PLAN




(As Established Effective January 1, 2005)




APPENDIX A

EMPLOYERS





The Plan’s Employers are as follows:



Orion Power Operating Services Midwest, Inc.

Reliant Energy Corporate Services, LLC

Reliant Energy Florida, LLC

Reliant Energy Mid-Atlantic Power Services, Inc.

Reliant Energy Retail Services, LLC

Reliant Energy, Inc.