##### 



FORM OF
CHANGE IN CONTROL AGREEMENT
FOR PERSONS OTHER THAN THE CEO, CFO AND COO
 
   1.
    
    Definitions:Capitalizedterms are defined in Exhibit A.2.
    
    Severance Benefits: If Executive (a) experiences a Covered Termination, (b)
executes and returns to the Company a Waiver and Release within the time period prescribed in
the Waiver and Release following the Covered Termination, and (c) does not revoke such Waiver
and Release within the time period prescribed in the Waiver and Release, then Executive will
be entitled to receive from the Employer the following severance benefits:
 (a)
    
    Severance Payment Based on Salary.An amount equal to the sum of 2
times Salary plus 2 times the Executives target award under the AICP for the
year in which the Covered Termination occurs.(b)
    
    Severance Payment Based on Bonus.
 (1)
    
    Current Performance Year. An amount equal to the
product of (A) the Salary and (B) the Target Bonus Percentage, with the
product of (A) and (B) prorated based on the number of days Executive
was employed during the bonus year in which Executives employment
terminated.(2)
    
    Prior Performance Year.An Executive whose termination
date occurs before the date on which awards under the AICP are paid out
for the prior calendar year, or the date on which the Company announces
that awards under the AICP will not be paid, will be entitled to an
amount equal to the product of (A) the Salary and (B) the Target Bonus
Percentage (or, if greater, the actual amount of
the bonus determined under the AICP for such prior calendar
 1




---



##### 



year). Any prepayments of AICP awards made during the prior calendar year
will be deducted from the amount calculated under the preceding
sentence of Section 2(b)(2).
 The severance benefits provided for in Sections 2(a) and 2(b) above will be paid in
one lump sum payment as soon as practicable after the expiration of the Waiver and
Release revocation period (subject to any delay required to comply with the
requirements of Section 409A of the Code).(c)
    
    Welfare Benefit Coverage.
 (1)
    
    Active Coverage. The Employer will provide, or will
cause to be provided, continued Welfare Benefit Coverage (as in effect
from time to time for similarly situated active employees) for
Executive and Executives eligible dependents at the active employee
rate for a period of 2 years following the date of Executives Covered
Termination.(2)
    
    Post Retirement Coverage.If Executive would be entitled to post-retirement medical coverage
within 2 years following termination of employment, if Executive had
remained employed, the Company or the Employer will provide the
coverage as follows:
 (A)
    
    the coverage provided will be the
coverage in effect immediately before the Covered Termination;
and(B)
    
    coverage will begin on the later of (i)
the date on which the post-retirement coverage would have
become available or (ii) the date on which the benefits under
Section 2(c)(1) end.
 (3)
    
    Reduction for Other Coverage. Benefits otherwise
receivable by Executive pursuant to this Section 2(c) will be reduced
to the extent Executive becomes eligible to receive benefits pursuant
to a government-sponsored health insurance or health care program.
 (d)
    
    Outplacement. The Employer will provide or cause to be provided
outplacement services for a period of 12 months in connection with Executives
efforts to obtain new employment. Executive must notify the Employer or the
outplacement firm designated by the Employer, in writing, within 180 days of
termination of employment if the Executive wishes to utilize this outplacement
benefit.(e)
    
    Financial Planning: The Employer will provide, or cause to be
provided, continued access, for the remainder of the calendar year in which the
 2




---



##### 



Covered Termination occurs or for 60 days (if greater), to the financial
planning services available to executive employees at the time of the Covered
Termination.
 3.
    
    Change in Control Equity-Based Benefits: Immediately upon any Change in
Control, Executive will be entitled to receive benefits with respect to any equity-based
compensation in accordance with the applicable plans and agreements.4.
    
    Special Internal Revenue Code Requirements: It is the intent of the Company
that the provisions of this Agreement comply with Section 409A of the Code and related
regulations and Department of the Treasury pronouncements. Accordingly, notwithstanding any
provision in this Agreement to the contrary, this Agreement will be interpreted, applied and
to the minimum extent necessary, unilaterally amended by the Company in its sole discretion,
without the consent of Executive, as the Company deems appropriate for the Agreement to
satisfy the requirements of Section 409A.5.
    
    Certain Additional Payments: Whether or not Executive becomes entitled to the
payments or benefits pursuant to Section 2 of this Agreement, if any of the payments or
benefits received or to be received by Executive (including any payment or benefit received or
to be received in connection with a Change in Control or Executives termination of
employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or
agreement) (all such payments and benefits, excluding the Gross-Up Payment described below,
being hereinafter referred to as the Total Payments) will be subject to the tax under
Section 4999 of the Code (the Excise Tax), the Company will pay to the Executive an
additional amount (the Gross-Up Payment) such that the net amount retained by the Executive,
after deduction of any Excise Tax on the Total Payments and any federal, state and local
income and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into
account the phase out of itemized deductions and personal exemptions attributable to the
Gross-Up Payment, is equal to the Total Payments. In the event that the amount of the Total
Payments does not exceed 110% of the largest amount that would result in no portion of the
Total Payments being subject to the Excise Tax (the Safe Harbor), then the preceding
provisions of this Section will not apply and any noncash payments or benefits will first be
reduced ( if necessary, to zero), and any cash payments will thereafter be reduced (if
necessary, to zero) so that the amount of the Total Payments is equal to the Safe Harbor;
provided, however, that the Executive may elect to have the cash payments
reduced (or eliminated) before any reduction of the noncash payments or benefits.For purposes of determining whether any of the Total Payments will be subject to the Excise
Tax and the amount of such Excise Tax, (i) all of the Total Payments will be treated as
parachute payments (within the meaning of Section 280G(b)(2) of the Code) unless, in the
opinion of tax counsel (Tax Counsel) reasonably acceptable to Executive and selected by
the accounting firm which was, immediately prior to the Change in Control, the Companys
independent auditor (the Auditor), such payments or benefits
(in whole or in part) do not constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, (ii) all excess parachute payments within the meaning of
 3




---



##### 



Section 280G(b)(l) of the Code will be treated as subject to the Excise Tax unless, in the
opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable
compensation (within the meaning of Section 280G of the Code), or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or
benefit will be determined by the Auditor in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up
Payment, (1) the Executive will be deemed to pay federal income tax at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation in the state
and locality of the Executives residence on the date of the Covered Termination, net of the
maximum reduction in federal income taxes which could be obtained from deduction of such
state and local taxes and (2) Executive will be deemed to be subject to the loss of itemized
deductions and personal exemptions to the maximum extent provided by the Code for each
dollar of incremental income.In the event that the Excise Tax is finally determined to be less than the amount taken into
account hereunder in calculating the Gross-Up Payment, Executive must repay to the Company,
within five (5) business days following the time that the amount of such reduction in the
Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such
reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes imposed on the Gross-Up Payment being
repaid by Executive), to the extent that such repayment results in a reduction in the Excise
Tax and a dollar-for-dollar reduction in Executives taxable income and wages for purposes
of federal, state and local income and employment taxes, plus interest on the amount of such
repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code. In the event
that the Excise Tax is determined to exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the Company will make an
additional Gross-Up Payment in respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such excess) within five (5) business
days following the time that the amount of such excess is finally determined. Executive and
the Company must each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of liability for
Excise Tax with respect to the Total Payments.6.
    
    Confidentiality: Executive agrees that he will not, while employed by the
Company or the Employer or an Affiliate and thereafter, disclose or make available to any
other person or entity, or use for his own personal gain, any Confidential Information, except
for such disclosures as are required in the performance of his duties hereunder or as may
otherwise be required by law or legal process (in which case Executive must notify the
Company of such legal or judicial proceeding as soon as practicable, and permit the Company
to seek to protect its interests and information).
 4




---



##### 



7.
    
    Return of Property: Executive agrees that at the time of leaving his or her
employ, he will deliver to the Employer (and will not keep in his possession, recreate or
deliver to anyone else) all Confidential Information as well as all other devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, customer or client lists or information, or any other
documents or property (including all reproductions of the aforementioned items) belonging to
the Company or any of its Affiliates, regardless of whether such items were prepared by
Executive.8.
    
    Non-Solicitation: Executive agrees that while employed by the Company or the
Employer or an Affiliate and for one year following a Covered Termination, he will not,
without the prior written consent of the Company, directly or indirectly, hire or induce,
entice or solicit (or attempt to induce entice or solicit) any employee of the Company or any
of its Affiliates to leave the employment of the Company or any of its Affiliates.9.
    
    Notices: For purposes of this Agreement, notices and all other communications
must be in writing and will be deemed to have been given when personally delivered or when
mailed by United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
 If to Company or the Employer:
    
    Reliant Energy, Inc.1000 Main StreetHouston, Texas 77002ATTENTION: General CounselIf to Executive:
 or to such other address as either party may furnish to the other in writing in accordance
with this Section.
 10.
    
    Applicable Law: The validity, interpretation, construction and performance
of this Agreement will be governed by and construed in accordance with the substantive laws of
the State of Texas, but without giving effect to the principles of conflict of laws of such
State.11.
    
    Severability: If any provision of this Agreement is determined to be invalid
or unenforceable, then the invalidity or unenforceability of that provision will not affect
the validity or enforceability of any other provision of this Agreement and all other
provisions will remain in full force and effect.12.
    
    Withholding of Taxes: The Company or the Employer, as applicable, may
withhold from any payments under this Agreement all federal, state, local or other taxes as
may be required pursuant to any law or governmental regulation or ruling.
 5




---



##### 



13.
    
    No Assignment; Successors: Executives right to receive payments or benefits
under this Agreement will not be assignable or transferable, whether by pledge, creation of a
security interest or otherwise, whether voluntary, involuntary, by operation of law or
otherwise, other than a transfer by will or by the laws of descent or distribution, and in the
event of any attempted assignment or transfer contrary to this Section 13 the Company or
Employer will have no liability to pay any amount so attempted to be assigned or transferred.
This Agreement inures to the benefit of and is enforceable by Executives personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees.This Agreement is binding upon and inures to the benefit of the Company and the Employer and
their respective successors and assigns (including, without limitation, any company into or
with which the Company may merge or consolidate).14.
    
    Payment Obligations Absolute: Except for the requirement of Executive to
execute and return to the Company the Waiver and Release in accordance with Section 2, the
Companys and the Employers obligation to pay Executive the amounts and to make the
arrangements provided herein are absolute and unconditional and may not be affected by any
circumstances, including, without limitation, any set-off, counter-claim, recoupment, defense
or other right which the Company or the Employer (including their Affiliates) may have against
Executive or anyone else. All amounts payable or arrangements to be made hereunder by the
Company or the Employer (including their Affiliates) must be paid or made without notice or
demand. Executive may not be obligated to sign an agreement not to compete with the Company
or its Affiliates or to seek other employment in mitigation of the amounts payable or
arrangements made under any provision of this Agreement, and the obtaining of any other
employment will not effect any reduction of the Companys or the Employers obligations to
make (or cause to be made) the payments and arrangements required to be made under this
Agreement. In the event that the Employer fails to pay any amount or provide any benefit
required to be made or provided by the terms of this Agreement, the Company will be required
to make such payment or provide such benefit, as the case may be, under the same terms and
conditions that were applicable to the Employer.15.
    
    Number and Gender: Wherever appropriate herein, words used in the singular
will include the plural, the plural will include the singular, and the masculine gender will
include the feminine gender.16.
    
    Conflicts: This Agreement constitutes the entire understanding of
the parties with respect to its subject matter and supercedes any other agreement or other
understanding, whether oral or written, express or implied, between them concerning, related
to or otherwise in connection with, the subject matter hereof.17.
    
    Amendment and Waiver:No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board. No waiver by
any party hereto at any time of any breach by the other party hereto of, or
 6




---



##### 



of any lack of
compliance with, any condition or provision of this Agreement to be performed by any other
party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.18.
    
    Counterparts:This Agreement may be executed in several counterparts, each of which
will be deemed to be an original but all of which together will constitute one and the same
instrument.19.
    
    Term: The effective date of the Agreement is December 10, 2007. Upon the
occurrence of a Change in Control, the term will be automatically extended to a date which is
two years from the date upon which the Change in Control occurs. If Executives employment is
terminated before the occurrence of a Change in Control, this Agreement shall immediately
terminate, except that terms of this Agreement, which must survive the termination this
Agreement in order to be effectuated (including the provisions of Sections 6, 7 and 8) will
survive.
 RELIANT ENERGY, INC.By:Mark M. JacobsPresident and Chief Executive OfficerDate:RELIANT ENERGY CORPORATE SERVICES, LLCBy:Mark M. JacobsPresident and Chief Executive OfficerDate:EXECUTIVEDate:
 7




---



##### 



Exhibit A
 Definitions
  Affiliate
 AICP
 Board
 Cause
 Change in Control
 (a)
    
    30% Ownership Change: Any Person, other than an ERISA-regulated
pension plan established by the Company, the Employer, or an Affiliate, makes
an acquisition of Outstanding Voting Stock and is, immediately thereafter, the
beneficial owner of 30% or more of the then Outstanding Voting Stock, unless
such acquisition is made directly from the Company in a transaction approved by
a majority of the Incumbent Directors; or any group is formed that is the
beneficial owner of 30% or more of the Outstanding Voting Stock; or(b)
    
    Board Majority Change: Individuals who are Incumbent Directors cease
for any reason to constitute a majority of the members of the Board; or(c)
    
    Major Mergers and Acquisitions: Consummation of a Business Combination
unless, immediately following such Business Combination, (i) all or
substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Voting Stock immediately before such Business
Combination beneficially own, directly or indirectly, more than 70% of the then
outstanding shares of voting stock of the parent corporation resulting from
such Business Combination in substantially the same relative proportions as
their ownership, immediately before such
 8




---



##### 



Business Combination, of the Outstanding Voting Stock, (ii) if the Business
Combination involves the issuance or payment by the Company of consideration
to another entity or its shareholders, the total fair market value of such
consideration plus the principal amount of the consolidated long-term debt
of the entity or business being acquired (in each case, determined as of the
date of consummation of such Business Combination by a majority of the
Incumbent Directors) does not exceed 50% of the sum of the fair market value
of the Outstanding Voting Stock plus the principal amount of the Companys
consolidated long-term debt (in each case, determined immediately before
such consummation by a majority of the Incumbent Directors), (iii) no Person
(other than any corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of the then
outstanding shares of voting stock of the parent corporation resulting from
such Business Combination and (iv) a majority of the members of the board of
directors of the parent corporation resulting from such Business Combination
were Incumbent Directors of the Company immediately before consummation of
such Business Combination; or
 (d)
    
    Major Asset Dispositions: Consummation of a Major Asset Disposition
unless, immediately following such Major Asset Disposition, (i) individuals and
entities that were beneficial owners of the Outstanding Voting Stock
immediately before such Major Asset Disposition beneficially own, directly or
indirectly, more than 70% of the then outstanding shares of voting stock of the
Company (if it continues to exist) and of the entity that acquires the largest
portion of such assets (or the entity, if any, that owns a majority of the
outstanding voting stock of such acquiring entity) and (ii) a majority of the
members of the Board (if it continues to exist) and of the entity that acquires
the largest portion of such assets (or the entity, if any, that owns a majority
of the outstanding voting stock of such acquiring entity) were Incumbent
Directors of the Company immediately before consummation of such Major Asset
Disposition.
  (1)
    
    Personmeans an individual, entity or group;(2)
    
    groupis used as it is defined for purposes of
Section 13(d)(3) of the Exchange Act;(3)
    
    beneficial owneris used as it is defined for
purposes of Rule 13d-3 under the Exchange Act;(4)
    
    Outstanding Voting Stockmeans outstanding voting
securities of the Company entitled to vote generally in the election of
directors; and any specified percentage or portion of the
 9




---



##### 



Outstanding Voting Stock (or of other voting stock) is determined
based on the combined voting power of such securities;
 (5)
    
    Incumbent Directormeans a director of the Company
(x) who was a director of the Company on the effective date of this
Agreement or (y) who becomes a director after such date and whose
election, or nomination for election by the Companys shareholders, was
approved by a vote of a majority of the Incumbent Directors at the time
of such election or nomination, except that any such director will not
be deemed an Incumbent Director if his or her initial assumption of
office occurs as a result of an actual or threatened election contest
or other actual or threatened solicitation of proxies by or on behalf
of a Person other than the Board;(6)
    
    election contestis used as it is defined for
purposes of Rule 14a-11 under the Exchange Act;(7)
    
    Business Combinationmeans
 (x)
    
    a merger or consolidation involving the
Company or its stock or(y)
    
    an acquisition by the Company, directly
or through one or more subsidiaries, of another entity or its
stock or assets;
 (8)
    
    parent corporation resulting from a Business
Combinationmeans the Company if its stock is not acquired or
converted in the Business Combination and otherwise means the entity
which as a result of such Business Combination owns the Company or all
or substantially all the Companys assets either directly or through
one or more subsidiaries; and(9)
    
    Major Asset Dispositionmeans the sale or other
disposition in one transaction or a series of related transactions of
70% or more of the assets of the Company and its subsidiaries on a
consolidated basis; and any specified percentage or portion of the
assets of the Company will be based on fair market value, as determined
by a majority of the Incumbent Directors.
 Code
 Company
 Confidential Information
 10




---



##### 



Covered Termination
 (a)
    
    an involuntary termination that does not result from any of the following:
 (1)
    
    death;(2)
    
    disability entitling Executive to benefits under the Companys
or the Employers long-term disability plan; or(3)
    
    termination for Cause;
 (b)
    
    a termination by the Executive for Good Reason; or(c)
    
    a termination initiated by the Employer, the Company or an Affiliate and
mutually agreed upon by Executive and the Employer.
 Employer
 ERISA
 Exchange Act
 Good Reason
 (a)
    
    a significant reduction in the duties or responsibilities of Executive
from those applicable immediately before the date on which a Change in Control
occurs;(b)
    
    a reduction in Executives annual base salary as in effect on the
effective date of this Agreement or as the same may be increased from time to
time;(c)
    
    the failure by the Company or the Employer to continue in effect any
compensation plan in which Executive participates immediately before the
 11




---



##### 



Change in Control which is material to Executives total compensation,
unless a comparable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the failure by
the Company or the Employer to continue Executives participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, as existed immediately before the Change in Control, unless the
action by the Company or the Employer applies to all similarly situated
employees;
 (d)
    
    the failure by the Company and the Employer to continue to provide
Executive with benefits substantially similar to those enjoyed by Executive
under any of the Companys (or the Employers or their respective Affiliates)
pension, savings, life insurance, medical, health and accident, or disability
plans in which Executive was participating immediately before the Change in
Control, the taking of any other action by the Company or the Employer which
would directly or indirectly materially reduce any of such benefits or deprive
Executive of any material fringe benefit enjoyed by Executive at the time of
the Change in Control or the failure by the Company or the Employer to provide
Executive with paid vacation on the same basis as was applicable to Executive
immediately before the Change in Control, unless the action by the Company or
the Employer applies to all similarly situated employees; or(e)
    
    a change in the location of Executives principal place of employment
with the Employer or the Company by more than 50 miles from the location where
Executive was principally employed immediately before the Change in Control or
the Company or the Employer requiring Executive to be based in a location other
than that of the Companys principal executive offices.
 Salary
 Target Bonus Percentage
 Waiver and Release
 Welfare Benefit Coverage
 12




---



##### 



Exhibit B
 Waiver And Release
 
 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.
  13




---



##### 



14




---



##### 



NameSocial Security NumberSignature Date
 15