**Exhibit 10.55**

 

**RELIANT ENERGY, INC.**

**2002 LONG-TERM INCENTIVE PLAN**

 

**QUARTERLY RESTRICTED AND PREMIUM RESTRICTED STOCK UNITS AWARD**

 

Pursuant to this Award Agreement, as of **October 1, 2004** (the “Grant Date”), **RELIANT ENERGY, INC.**(formerly, Reliant Resources, Inc.) (the“Company”) hereby grants to **«Director»**(the “Participant”), a Director of the Company, **«Shares»**restricted stock units (the “Restricted Units”), in lieu of fees otherwise payable tothe Participant for services as a Director for the period from July 1, 2004 through September 30, 2004 plus an additional **«Premium»**premium restricted stock units (“Premium Restricted Units”). Such number of RestrictedUnits and Premium Restricted Units shall be subject to adjustment as provided in Section 15 of the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the “Plan”), subject to the terms, conditions and restrictions described in the Plan andin this Award Agreement. 

 

**1. Relationship to the Plan;Definitions.** This grant of Restricted Units and Premium Restricted Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee andare in effect on the date hereof. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, it ishereby acknowledged and agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to theParticipant herein also include the heirs or other legal representatives of the Participant. For purposes of this Award Agreement: 

 

**“Disability”** means a physical or mental impairment of sufficient severity such that the Participant can no longer serve as a Director.

 

**“Restricted Units” or “Premium RestrictedUnits”**means bookkeeping entries representing the shares of Common Stock potentially deliverable to Participant pursuant to this Award Agreement.****

 

**“Retire” or “Retirement”** means termination of service as a Director at the end of a term orresignation from the Board as a result of reaching a maximum age as established in the Company’s bylaws. 

 

**“Term”**means the period for which a Director has been elected to serve**.**

 

**2. Establishment of Restricted Unit Account.** The grant of RestrictedUnits and Premium Restricted Units pursuant to this Award Agreement shall be implemented by a credit to a bookkeeping account maintained by the Company evidencing the accrual in favor of the Participant of the unfunded and unsecured right to receiveshares of Common Stock of the Company, which right shall be subject to the terms, conditions and restrictions set forth in the Plan and to the further terms, conditions and restrictions set forth in this Award Agreement. Except as otherwise providedin Section 8, the Restricted Units and Premium Restricted Units credited to the Participant’s bookkeeping account may not be sold, assigned, transferred, pledged or otherwise encumbered until 

 

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the Participant has been registered as the holder of shares of Common Stock representing such Restricted Units and Premium Restricted Units on the records ofthe Company as provided in Section 7. 

 

**3. Vesting andForfeiture.**

 

(a) Restricted Units shall be fully vested asof the date granted, but shall not be transferable until distributed to Participant at the end of the Term in which the Restricted Units were granted. 

 

(b) Premium Restricted Units shall vest as of the end of Participant’s Term in which such Premium Restricted Units were granted, provided theParticipant does not terminate service, except as otherwise provided in this Section 3, before the end of the Term in which the Premium Restricted Shares were granted, but shall not be transferable until distributed to Participant at the end of theTerm in which they were granted. 

 

(c) If Participant’sservice as a Director is terminated due to death, Disability, or Retirement, Participant’s right to receive Premium Restricted Units shall vest at the time of such termination, to the extent not previously vested pursuant to this Section 3.

 

(d) If the Participant terminates service on the Board for anyreason other than death, Disability or Retirement, the Participant’s right to receive Premium Restricted Units granted during the Term during which the Participant terminates service shall be forfeited in its entirety as of such termination.

 

**4. Cash Payment Upon a Change of Control.**Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participant’s right to receive Restricted Units and Premium Restricted Units shall be settled by a cashpayment to Participant equal to the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the total number of Restricted Units and Premium RestrictedUnits granted. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full. 

 

**5. Payment of Award.**

 

(a) Upon the vesting of Participant’s right to receive the Restricted Units and Premium Restricted Units pursuant to Section 3, a number of shares ofCommon Stock equal to the number of vested Restricted Units and Premium Restricted Units shall be registered in the name of the Participant and certificates representing such Common Stock shall be delivered to the Participant as soon as practicalafter the end of the Term in which they were granted. 

 

(b) Upondelivery of shares of Common Stock representing Restricted Units and Premium Restricted Units pursuant to paragraph (a), above, Participant shall also be entitled to receive a cash payment equal to the sum of all dividends, if any, announced or paidon such Restricted Units after the Grant Date but prior to the date such shares of Common Stock are delivered to the Participant. 

 

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**6. Notices****.** For purposes of this Award Agreement, notices to the Company shall be deemed tohave been duly given upon receipt of written notice by the corporate secretary of the Company at 1000 Main Street, Houston, Texas 77002, or to such other address as the Company may furnish to the Participant. 

 

Notices to the Participant shall be deemed effectively delivered or givenupon personal, electronic, or postal delivery of written notice to the Participant, the place of Employment of the Participant, the address on record for the Participant at the human resources department of the Company, or such other address as theParticipant hereafter designates by written notice to the Company. 

 

**7. Shareholder Rights.** The Participant shall have no rights of a shareholder with respect to the Restricted Units or Premium Restricted Units, unless and until the Participant is registered as the holder of shares of Common Stockrepresenting such Restricted Units and Premium Restricted Units on the records of the Company as provided in Section 5. 

 

**8. Successors and Assigns.** This Award Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and theirrespective permitted successors and assigns except as expressly prohibited herein and in the Plan. Notwithstanding anything herein or in the Plan to the contrary, the Restricted Units are transferable by the Participant to Immediate Family Members,Immediate Family Members Trusts, and Immediate Family Member Partnerships pursuant to Section 14 of the Plan. 

 

**9. Modification of Agreement****.** Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by anauthorized representative of the Company. 

 
 **Joel V. Staff****Chairman and Chief Executive Officer**
 

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