Exhibit 10.52
 RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN




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RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN
   PageARTICLE I DEFINITIONS
    
    
    1ARTICLE II ADMINISTRATION
    
    
    52.1 Plan Administrator
    
    
    52.2 Records of Committee
    
    
    52.3 Committee Action
    
    
    52.4 Compensation, Expenses and Advisors of the Committee
    
    
    52.5 Liability of the Committee
    
    
    52.6 Powers and Duties of the Committee
    
    
    62.7 General Powers of Committee
    
    
    62.8 Participation by Committee
    
    
    62.9 Information From Employers
    
    
    6ARTICLE III ACCOUNTS AND INVESTMENTS
    
    
    73.1 Accounts
    
    
    73.2 Deemed Investment of Funds
    
    
    73.3 Distribution of Benefits
    
    
    83.4 Nature of Companys Obligation
    
    
    83.5 Administrative Costs
    
    
    83.6 Forfeitures
    
    
    8ARTICLE IV RIGHTS OF PARTICIPANTS
    
    
    94.1 No Employment Agreement
    
    
    94.2 Restrictions on Assignment
    
    
    94.3 Prerequisites to Benefits
    
    
    9ARTICLE V PAYMENTS TO BENEFICIARIES
    
    
    105.1 Beneficiary Designations
    
    
    105.2 Payments to Beneficiaries
    
    
    10ARTICLE VI CLAIMS FOR BENEFITS
    
    
    116.1 Presenting Claims for Benefits
    
    
    116.2 Claims Review Procedure
    
    
    126.3 Disputed Benefits
    
    
    12ARTICLE VII AMENDMENT, TERMINATION AND ADOPTION OF PLAN
    
    
    137.1 Amendment or Termination of the Plan
    
    
    137.2 Designation of Employers
    
    
    13ARTICLE VIII MISCELLANEOUS
    
    
    148.1 Reliance Upon Information
    
    
    148.2 Governing Law
    
    
    148.3 Severability
    
    
    148.4 Notice
    
    
    148.5 Withholding of Taxes
    
    
    148.6 Code Section 409A
    
    
    14
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PagePROGRAM A DEFERRED COMPENSATION
    
    
    A-1ARTICLE I RELATIONSHIP TO THE PLAN
    
    
    A-1ARTICLE II PARTICIPATION
    
    
    A-12.1 Eligibility
    
    
    A-12.2 Designation of Employee Participants
    
    
    A-12.3 Election to Participate
    
    
    A-2ARTICLE III DEFERRALS
    
    
    A-23.1 Employee Deferrals
    
    
    A-23.2 Director Deferrals
    
    
    A-23.3 Revocation
    
    
    A-3ARTICLE IV INVESTMENTS OF ACCOUNTS
    
    
    A-34.1 Crediting of Accounts
    
    
    A-34.2 Deemed Investment
    
    
    A-3ARTICLE V DISTRIBUTIONS
    
    
    A-35.1 Distribution Elections
    
    
    A-35.2 Optional Forms of Distribution
    
    
    A-4PROGRAM B SAVINGS RESTORATION BENEFITS
    
    
    B-1ARTICLE I RELATIONSHIP TO THE PLAN
    
    
    B-1ARTICLE II PARTICIPATION
    
    
    B-12.1 Eligibility for Plan Years Prior to 2009
    
    
    B-12.2 Eligibility for Plan Years 2009 and After
    
    
    B-1ARTICLE III RESTORATION BENEFITS
    
    
    B-13.1 Restoration Benefit for Plan Years Prior to 2009
    
    
    B-13.2 Restoration Benefit for Plan Years 2009 and After
    
    
    B-2ARTICLE IV INVESTMENT OF ACCOUNTS
    
    
    B-24.1 Crediting of Accounts
    
    
    B-24.2 Deemed Investment
    
    
    B-2ARTICLE V DISTRIBUTIONS
    
    
    B-25.1 Lump-Sum Distributions
    
    
    B-25.2 Distribution Upon Disability
    
    
    B-35.3 Vesting
    
    
    B-3




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RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN
  RECITALS




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RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN
  ARTICLE I  DEFINITIONS
  Account
 Affiliate
 Annual Installment Payments
 Attendance Fee Deferral
 Beneficiary
 Beneficiary Designation
 Benefit Program Program
 Board
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Bonus
 Bonus Deferral
 Code
 Committee
 Company
 Compensation
 Deferral Account
 Deferral Plan
 Director
 Effective Date
 Employee
 Employer
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Employment
 ERISA
 Investment Fund
 LTD Plan
 Participant
 Participation Year
 Plan
 Plan Year
 Retainer Fee Deferral
 Salary Deferral
 Savings Plan
 Savings Plan Compensation
 Savings Plan Year
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Savings Restoration Account
 Savings Restoration Benefit
 Separation from Service
 Trust
 Trust Agreement
 Trust Fund
 Trustee
   4




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ARTICLE II  ADMINISTRATION
 Plan Administrator
 Records of Committee
 Committee Action
 Compensation, Expenses and Advisors of the Committee
 Liability of the Committee
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Powers and Duties of the Committee
     General Powers of Committee
 Participation by Committee
 Information From Employers
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ARTICLE III
 ACCOUNTS AND INVESTMENTS
 Accounts
 Deemed Investment of Funds
 Deemed Investment of Accounts.
   Company Ownership
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Distribution of Benefits
 Nature of Companys Obligation
  Administrative Costs
 Forfeitures
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ARTICLE IV  RIGHTS OF PARTICIPANTS
 No Employment Agreement
 Restrictions on Assignment
 Prerequisites to Benefits
  9




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ARTICLE V  PAYMENTS TO BENEFICIARIES
 Beneficiary Designations
 Payments to Beneficiaries
  10




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ARTICLE VI  CLAIMS FOR BENEFITS
 Presenting Claims for Benefits
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Claims Review Procedure
 Disputed Benefits
  12




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ARTICLE VII  AMENDMENT, TERMINATION AND  ADOPTION OF PLAN
 Amendment or Termination of the Plan
 Designation of Employers Appendix A
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ARTICLE VIII  MISCELLANEOUS
 Reliance Upon Information
 Governing Law
 Severability
 Notice
 Withholding of Taxes
 Code Section 409A
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RELIANT ENERGY, INC.By:
    /s/ Karen D. TaylorKaren D. TaylorSenior Vice President  Human Resources
and Chief Diversity Officer  15




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RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN
  PROGRAM A
DEFERRED COMPENSATION
  ARTICLE I  RELATIONSHIP TO THE PLAN
  ARTICLE II  PARTICIPATION
 Eligibility
 Designation of Employee Participants e.g.
  A-1




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Election to Participate
  ARTICLE
III  DEFERRALS
 Employee Deferrals
 Salary Deferrals
 Bonus Deferrals
 Director Deferrals
 Attendance Fee Deferrals
  A-2




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Retainer Fee Deferrals.
 Revocation
 ARTICLE
IV  INVESTMENTS OF ACCOUNTS
 Crediting of Accounts
 Deemed Investment
 ARTICLE
V  DISTRIBUTIONS
 Distribution Elections
 Employee Participants provided, however
    A-3




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Director Participants provided, however
   Failure to Elect Time and Form of Distribution
 Optional Forms of Distribution
 Lump-Sum Distribution
    A-4




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Annual Installment Payments
 Distribution Upon Disability
  A-5




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RELIANT ENERGY, INC.
DEFERRAL AND RESTORATION PLAN
 PROGRAM B
SAVINGS RESTORATION BENEFITS
  ARTICLE I  RELATIONSHIP TO THE PLAN
  ARTICLE II  PARTICIPATION
 Eligibility for Plan Years Prior to 2009
 Eligibility for Plan Years 2009 and After
 ARTICLE III  RESTORATION BENEFITS
 Restoration Benefit for Plan Years Prior to 2009
  B-1




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Restoration Benefit for Plan Years 2009 and After
 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.
  ARTICLE IV  INVESTMENT OF ACCOUNTS
 Crediting of Accounts
 Deemed Investment
 ARTICLE V  DISTRIBUTIONS
 Lump-Sum Distributions
 Distribution Upon Disability
 ARTICLE V  DISTRIBUTIONS
 Lump-Sum Distributions
 Distribution Upon Disability
  B-2




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Vesting provided, however
  B-3




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RELIANT ENERGY, INC. DEFERRAL AND RESTORATION PLAN
  APPENDIX A
EMPLOYERS