Exhibit 10.49

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement ("Agreement") is by and between Reliant Energy, Inc. (the "Company"), Reliant Energy Corporate Services, LLC (the
"Employer") and Mark M. Jacobs ("Executive").

The
Company and the Employer consider it essential to the interests of the Company's stockholders to secure the continued employment of key management personnel. The Board of Directors
of the Company recognizes that the possibility of a Change in Control (as defined below) exists and that the uncertainty this raises may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders. In order to encourage the continued attention and dedication of key management personnel, this Agreement is being entered into by the Company, the
Employer and Executive.

The
Company, the Employer and Executive agree as follows:



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If to Company or the Employer:

Reliant Energy, Inc.
1000 Main Street
Houston, Texas 77002
ATTENTION: General CounselIf to Executive:

Mark M. Jacobs
1500 North Boulevard
Houston, Texas 77006


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|RELIANT ENERGY, INC.                  
|--------------------------------------
|By:                                   
|Date:                                 
|RELIANT ENERGY CORPORATE SERVICES, LLC
|By:                                   
|Date:                                 
|EXECUTIVE                             
|/s/MARK M. JACOBSMark M. Jacobs       
|Date:                                 

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Exhibit A

DEFINITIONS

The
following terms have the meanings set forth below.

"Affiliate"means an Affiliate within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

"AICP"means the Reliant Energy, Inc. Annual Incentive Compensation Plan (or any successor plan).

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

"Cause"means Executive's (a) gross negligence in the performance of Executive's duties, (b) intentional and continued failure to perform
Executive's duties, (c) intentional engagement in conduct that materially injures the Company, the Employer, or its Affiliates (monetarily or otherwise) or (d) being charged with,
indicted for or convicted of a felony. For purposes of the definition of Cause, an act or failure to act by Executive is "intentional" only if done or omitted to be done by Executive in bad faith and
without reasonable belief that Executive's action or omission was in the best interest of the Company and its Affiliates, and no act or failure to act by Executive is "intentional" if it was due
primarily to an error in judgment or negligence.

A"Change in Control"will be deemed to have occurred upon the occurrence of any of the following:



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For
purposes of the definition of a "Change in Control",



"Code"means the Internal Revenue Code of 1986, as amended.

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"Company"means Reliant Energy, Inc., and, except for purposes of determining whether a Change in Control has occurred, any successor thereto.

"Confidential Information"means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to
the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial
value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the
terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company's or any of its Affiliate's plans and
strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs,
inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections,
licenses, prices, costs, and employee, customer and supplier lists.

"Covered Termination"means a termination of Executive's employment (such that Executive ceases to be employed by the Employer, the Company or an
Affiliate) following a Change in Control during the term of this Agreement as follows:



"Employer"means Reliant Energy Corporate Services, LLC, and any successor thereto.

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

"Exchange Act"means the Securities Exchange Act of 1934, as amended.

"Good Reason"means any one or more of the following which occurs following a Change in Control:



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"Salary"means Executive's base salary as in effect immediately before the termination of Executive's employment or, if higher, the base salary in
effect immediately before the first event or circumstance constituting Good Reason.

"Target Bonus Percentage"means Executive's target incentive award opportunity under the AICP in effect immediately before the termination of
Executive's employment or, if higher, immediately before the first event or circumstance constituting Good Reason.

"Waiver and Release"means a legal document substantially in the form attached as Exhibit B.

"Welfare Benefit Coverage"shall mean medical, dental and vision benefits.

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Exhibit B

WAIVER AND RELEASE

In
exchange for the payment to me of the severance benefits described in Section 2 of the Change in Control Agreement between Reliant Energy, Inc. (the "Company"), Reliant
Energy Corporate Services, LLC (the "Employer") and me effective as of            , (the "Agreement") and of other remuneration and consideration provided for in the Agreement (collectively,
the
"Benefits"), which is in addition to any remuneration or benefits to which I am already entitled, I agree not to sue and to release and forever discharge the Company, the Employer and all of their
respective parents, subsidiaries, affiliates and unincorporated divisions, and its or their respective officers, directors, agents, servants, employees, successors, assigns, insurers, employee benefit
plans and fiduciaries, and agents of any of the foregoing (collectively, the "Corporate Group") from any and all damages, losses, causes of action, expenses, demands, liabilities, and claims on behalf
of myself, my heirs, executors, administrators, and assigns with respect to all matters relating to or arising out of my employment with or separation from the Company, under any employee benefit plan
or claims for indemnity arising as a result of my being an officer or fiduciary of the Corporate Group. The release does not apply to claims or causes of action accruing after the date hereof.

I acknowledge that signing this Waiver and Release is an important legal act and that I have been advised in writing to consult an attorney prior to execution. I
also understand that, in order to be eligible for the Benefits, I must sign and return this Waiver and Release to the Company's General Counsel. I acknowledge that I have been given at least
21 days to consider whether to execute this Waiver and Release.

In
exchange for the payment to me of the Benefits, which is in addition to any remuneration or benefits to which I am already entitled, (1) I agree not to sue in any local, state
or federal court regarding or relating in any way to my employment with or separation from the Company, the Employer or any member of the Corporate Group, and (2) I knowingly and voluntarily
waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment
with or separation from the Company, the Employer or any member of the Corporate Group, except to the extent that my rights are vested under the terms of employee benefit plans sponsored by the
Corporate Group, rights described in the Agreement, claims for indemnity from the Corporate Group arising as a result of being an officer or fiduciary of the Corporate Group, and except with respect
to such rights or claims as may arise after the date this Waiver and Release is executed. Except for the matters identified above that are not the subject of this Waiver and Release, this Waiver and
Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended,
including the Older Workers Benefit
Protection Act of 1990; the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Energy Reorganization Act, as amended, 42 U.S.C.
§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the
Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Texas Labor Code §21.001 et. seq.; the Texas Labor Code; the Sarbanes-Oxley
Act of 2002; claims in connection with workers' compensation or "whistle blower" statutes; and claims for breach of contract (whether written or oral, expressed or implied), tort, personal injury,
defamation, negligence or wrongful termination; and any other claims under the statutory, regulatory, administrative, constitutional or common law of any nation, state, locality or any other
jurisdiction.

Further,
I expressly represent that no promise or agreement which is not expressed in this Waiver and Release has been made to me in executing this Waiver and Release, and that I am
relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of any member of the Corporate Group or any of their agents. I agree that
this Waiver

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and
Release is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or
failing to inform me. I acknowledge and agree that the Company or the Employer, as applicable, will withhold any taxes required by federal, state or local law from the Benefits otherwise payable to
me.

I
understand that for a period of seven calendar days following the Company's receipt of this Waiver and Release executed by me, I may revoke my acceptance of the offer of the Benefits
by delivering a written statement to the Company's General Counsel, by hand or by registered-mail, in which case the Waiver and Release will not become effective. In the event I revoke my
acceptance of this offer, the Company and the Employer will have no obligation to provide me the Benefits. I understand that failure to revoke my acceptance of the offer within seven days after the
date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.

I
agree that the terms of this Waiver and Release are CONFIDENTIAL and that any disclosure to anyone for any purpose whatsoever except as required by law by me or my agents,
representatives, heirs, spouse, employees or spokespersons will be a breach of this Waiver and Release.

I
agree that this Waiver and Release is valid. I agree that this Waiver and Release is fair, adequate and reasonable. I agree that my consent to this Waiver and Release was with my full
knowledge and was not procured through fraud, duress or mistake.

I
acknowledge that payment of the Benefits is not an admission by any member of the Corporate Group that they engaged in any wrongful or unlawful act or that any member of the Corporate
Group
violated any law or regulation. I understand that nothing in this Waiver and Release is intended to prohibit, restrict or otherwise discourage me from engaging in any activity related to matters of
public or employee health or safety. Similarly, nothing herein is intended to prohibit, restrict or otherwise discourage me or any other individual from making reports of unsafe, wrongful or illegal
conduct to any agency or branch of the local, state or federal government, including law enforcement authorities, public utility commissions, energy regulatory commissions or any other lawful
authority. I agree that if called upon to serve as a witness or consultant in or with respect to any actual or potential litigation or administrative proceeding, I will truthfully cooperate with the
Company and the Employer to the full extent permitted by law.

I
understand and agree that in the event of any breach or threatened breach of the provisions of Sections 6, 7 or 8 of the Agreement by me, the Company or the Employer, in their
discretion, may initiate appropriate action as provided in those Sections and may recover all lawful damages which it or they may prove by a preponderance of the evidence in accordance with the law
specified in those Sections.

I
acknowledge that this Waiver and Release sets forth the entire understanding and agreement between me, the Company and the Employer concerning the subject matter of this Waiver and
Release and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between me, the Company, the Employer or any other member of the Corporate Group. The
invalidity or enforceability of any provisions hereof shall in no way affect the validity or enforceability of any other provision.

|Name                   |  | 
|---------------------- |  | 
|Social Security Number |  | 
|Signature Date         |  | 

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