Exhibit 10.48

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT ("Agreement") is made this 30th day of April, 2003 to be effective as of the 1st day of August, 2005, by and between
RELIANT RESOURCES, INC., a Delaware corporation having its principal place of business in Houston, Harris County, Texas, and Mark M. Jacobs, an individual currently residing in Harris County,
Texas ("Executive").

WHEREAS,
the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS,
the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS,
the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their
assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change of Control;

NOW,
THEREFORE, the Company and Executive have entered into this Agreement, on the terms and conditions hereinafter stated.

1.DEFINITIONS:The following terms shall have the meanings set forth below.

"Affiliate"means any company controlled by, controlling or under common control with the Company within the meaning of Section 414
of the Internal Revenue Code of 1986, as amended (the "Code").

"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 which is materially injurious to the Company or its Affiliates (monetarily or otherwise) or (d) conviction of
a felony, which, in the case of clauses (a), (b) or (c) has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the conduct which the Board asserts to constitute Cause. For purposes of the definition of Cause, an act or failure to act on the part of Executive will be
deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his/her action or omission was in the best interest of the Company, and no act
or failure to act on the part of Executive will be deemed "intentional" if it was due primarily to an error in judgment or negligence.

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



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For
purposes of the foregoing definition,



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

"Covered Termination"means any termination of Executive's employment with the Company or any Affiliate thereof during the term of this
Agreement that does not result from any of the following:



Notwithstanding
the foregoing, a Covered Termination shall also include a termination by Executive for Good Reason that occurs following a Change of Control.

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



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"Performance Shares"means an award issued to the Executive under the Company's Long-Term Incentive Plan or any successor
plan, in the form of shares of common stock of the Company or any successor, or units denominated in shares of Common Stock of the Company or any successor the vesting of which is subject to the
attainment of one or more performance objectives.

"Restricted Shares"means an award issued to the Executive under the Company's Long-Term Incentive Plan, the 1994 Houston
Industries Incorporated Long-Term Incentive Compensation Plan, as amended, the Reliant Energy, Incorporated Long-Term Incentive Plan, the Reliant Resources, Inc.
Transition Stock Plan or any successor plan in the form of shares of common stock of the Company or of CenterPoint Energy, Incorporated or any successor or units denominated in shares of Common Stock
of the Company or of CenterPoint Energy, Incorporated or any successor that is subject to a time-based vesting schedule.

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

"Stock Option"means a right to purchase a specified number of shares of common stock of the Company or of Reliant Energy, Incorporated at
a specified price issued to Executive under the 1994 Houston Industries Incorporated Long-Term Incentive Compensation Plan, as amended, the Company's 2001 and 2002 Long-Term
Incentive Plans, the Company's 2002 Stock Plan, the Reliant Energy, Incorporated Long-Term Incentive Plan, or any successor plan.

"Target Bonus Percentage"means Executive's target incentive award opportunity under the Reliant Resources, Inc. Annual Incentive
Compensation Plan (or any successor plan) in effect immediately prior to the termination of his employment or, if higher, immediately prior to the first event or circumstance constituting Good Reason.

"Waiver and Release"means a legal document, in the form attached hereto as Exhibit A or such other form as may be prescribed by
the Company, but which form may not be altered, amended or modified after execution of a binding agreement to effect a Change of Control without the consent of the Executive.

"Welfare Benefit Coverage"shall mean each of life insurance, medical, dental and vision benefits.

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 date of Executive's Covered Termination, and (c) does not revoke such
Waiver and Release within the time period prescribed in the Waiver and Release, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including
its Affiliates), the following severance benefits:

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3.CHANGE OF CONTROL EQUITY-BASED BENEFITS:Immediately upon any Change of Control or, if earlier, immediately
upon a Covered Termination, Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its Affiliates), benefits with respect to any equity
based compensation in accordance with the applicable plans and agreements.

4.CERTAIN ADDITIONAL PAYMENTS:Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required under this Section 4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment (whether through withholding at the source or
otherwise) by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed
with

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respect
thereto), employment taxes and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.

Subject
to the provisions of this Section 4, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier
time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may
appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five days of the receipt of the Accounting
Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on
Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and
Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to the following provisions of this Section 4 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Executive
shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up
Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration
of such period that it desires to contest such claim, Executive shall:



provided,
however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold Executive harmless, on an after-tax basis, for any Excise Tax, employment tax or income tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 4, the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or

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forgo
any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax,
employment tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and
Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

If,
after the receipt by Executive of an amount advanced by the Company pursuant to the foregoing provisions of this Section 4, Executive becomes entitled to receive any refund
with respect to such claim, Executive shall (subject to the Company complying with the requirements of this Section 4) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to the foregoing provisions of this
Section 4, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

If
the Company is obligated to provide the Executive with one or more Welfare Benefit Coverages pursuant to Section 2(c), and the amount of such benefits or the value of such
benefit coverage (including without limitation any insurance premiums paid by the Company to provide such benefits) is subject to any income, employment or similar tax imposed by federal, state or
local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Income Tax")
because such benefits cannot be provided under a nondiscriminatory health plan described in Section 105 of the Code or for any other reason, the Company will pay to the Executive an additional
payment or payments (collectively, an "Income Tax Payment"). The Income Tax Payment will be in an amount such that, after payment by the Executive of
all taxes (including any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Income Tax Payment equal to the Income Tax imposed with respect to such
welfare benefits or such welfare benefit coverage.

5.LEGAL FEES AND EXPENSES:It is the intent of the Company that Executive not be required to incur legal fees
and the related expenses associated with the interpretation, enforcement or defense of Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would
detract from the benefits intended to be extended to Executive hereunder. Accordingly, if it should appear to Executive that the Company has failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to Executive hereunder, the Company irrevocably authorizes the Executive from time to
time to retain counsel of Executive's choice, at the expense of the Company as hereafter provided, to advise and represent Executive in connection with any such interpretation,

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enforcement
or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other
person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to
Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship will exist between Executive and such
counsel. Without regard to whether Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all
attorneys' fees and related expenses incurred by Executive in connection with any of the foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense
asserted by Executive was frivolous. In such a case, the portion of such fees and expenses incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole
responsibility and any funds advanced by the Company or by a trust created to secure such payment shall be repaid.

In
the event a Change of Control occurs, the performance of the Company's obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust
pursuant to certain trust agreements to which the Company may be a party providing that the fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will
be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by
Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly
from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense
of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and
expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive
hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no right to, or security interest in, any assets of the Company or any
Affiliate.

6.CONFIDENTIALITY:Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him
Confidential Information regarding the Company and the Company's business and has previously provided him other such Confidential Information. In return for this and other consideration provided under
this Agreement, Executive agrees that he will not, while employed by the Company 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 required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive and shall
notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and
information). For purposes of this Agreement, "Confidential Information" shall mean 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 ventures or in which property rights have been assigned or otherwise conveyed to the Company or any of its affiliates or ventures, which information, data or
knowledge has commercial value in the business in which the Company 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 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

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financial
information, projections, licenses, prices, costs, and employee, customer and supplier lists or parts thereof.

7.RETURN OF PROPERTY:Executive agrees that at the time of leaving the Company's employ, he will deliver to the
Company (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 or ventures, regardless of whether such items were prepared by Executive.

8.NON-SOLICITATION AND NON-COMPETITION:



9.NOTICES:For purposes of this Agreement, notices and all other communications provided for herein shall be in
writing and shall be deemed to have been duly given when personally delivered or

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when
mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:

Reliant Resources, Inc.
1111 Louisiana
Houston, Texas 77002
ATTENTION: Chairman of the BoardIf to Executive:

Mark M. Jacobs
1500 North Boulevard
Houston, Texas 77006


or
to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

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, including the Texas statute of limitations, but without giving effect to the principles of conflict of laws of
such State.

11.SEVERABILITY:If a court of competent jurisdiction determines that any provision of this Agreement is
invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions
shall remain in full force and effect.

12.WITHHOLDING OF TAXES:The Company may withhold from any payments payable under this Agreement all federal,
state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.

13.NO ASSIGNMENT; SUCCESSORS:Executive's right to receive payments or benefits hereunder shall not be
assignable or transferable, whether by pledge, creation or 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 shall have no liability to pay any amount so attempted to be
assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

This
Agreement shall be binding upon and inure to the benefit of the Company, its 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 the Executive to execute and return to the
Company the Waiver and Release in accordance with Section 2, the Company's obligation to pay (or cause one of its Affiliates to pay) Executive the amounts and to make the arrangements provided
herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counter-claim, recoupment, defense or other right
which the Company (including its Affiliates) may have against him/her or anyone else. All amounts payable by the Company (including its Affiliates hereunder) shall be paid without notice or demand.
Executive shall not be obligated to sign an agreement not to compete with the Company 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 shall in no event effect any reduction of the Company's obligations to make (or cause to be made) the payments and arrangements required to be made
under this Agreement.

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15.NUMBER AND GENDER:Wherever appropriate herein, words used in the singular shall include the plural and the
plural shall include the singular. The masculine gender where appearing herein shall be deemed to 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.TERM:The effective date of the Agreement is August 1, 2005. The term of this Agreement shall be for
a period of three years after such effective date; provided, however, upon each anniversary of the effective date, the term shall be extended automatically for an additional one-year
period unless the Company shall have delivered to Executive written notice of non-renewal prior to the applicable anniversary. Upon the occurrence of a Change of Control, the term shall be
automatically extended to a date which is three years from the date upon which the Change of Control occurs. If Executive's employment is terminated prior to the occurrence of a Change of 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 2, 5, 6,
7 and 8) shall survive.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered this 30th day of April, 2003, but effective as of the first day of August, 2005.

| |  | RELIANT RESOURCES, INC.        
| |  | -------------------------------
| |  | By                             
| |  | EXECUTIVE                      
| |  | /s/MARK M. JACOBSMark M. Jacobs

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Exhibit A

Waiver And Release

In exchange for the payment to me of the severance benefits described in Section 2 of the Severance Agreement between Reliant Resources, Inc. (the
"Company") and me effective as of            , 200    (the "Agreement") and of other remuneration and consideration provided for in the Agreement (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 and all of its 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 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 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 will withhold any taxes required by federal or state 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 shall 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 shall 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, specifically to include activity protected under 42 U.S.C. § 5851 and 10 C.F.R. § 50.7, including, but not limited to, providing
information to the Nuclear Regulatory Commission ("NRC") regarding nuclear safety or quality concerns, potential violations or other matters within the NRC's jurisdiction. 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
understand and agree that in the event of any breach of the provisions of Sections 6 or 8 of the Agreement, or threatened breach, by me, the Company, in its discretion, may initiate
appropriate action as provided in those Sections and may recover all lawful damages which it may prove by a preponderance of the evidence in accordance with the law specified in those Sections.

I
acknowledge that this Waiver and Release set forth the entire understanding and agreement between me and the Company concerning the subject matter of this Waiver and Release and
supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and Company 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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