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Subject to the Waiver and Release requirement in Section 2(f) below, the severancebenefits provided for in Sections 2(a) and 2(b) above will be paid in one lump sumcash payment as soon as practicable after Executive’s Covered Termination date, butin no event shall such payment be made later than March 15th of the calendar yearimmediately following the calendar year in which occurs (i) Executive’s CoveredTermination date or (ii) if earlier in the event Section 4(d) applies with respectto a Covered Termination for Good Reason, the date the Cure Period (as defined inSection 4(d) ends. (c) ***Welfare Benefit Coverage.*** (1) ***Active Coverage***. The Employer will provide, or willcause to be provided, continued Welfare Benefit Coverage (as in effectfrom time to time for similarly situated active employees) forExecutive and Executive’s eligible dependents at the active employeerate for a period of 2 years following the date of Executive’s CoveredTermination.  (2) ***Post Retirement Coverage***. If Executive would beentitled to post-retirement medical coverage within 2 years followingExecutive’s Covered Termination date if Executive had remainedemployed, the Company or the Employer will provide the coverage asfollows: (A) the coverage provided will be thecoverage in effect immediately before Executive’s CoveredTermination date; and  (B) coverage will begin on the later of (i)the date on which the post-retirement medical coverage wouldhave become available or (ii) the date on which the benefitsunder Section 2(c)(1) end; and  (C) the post-retirement medical coverage soprovided will be that as in effect from time to time forretired employees (which coverage may be amended or terminatedat any time by the Company or the Employer). (3) ***Reduction for Other Coverage***. Benefits otherwisereceivable by Executive pursuant to this Section 2(c) will be reducedto the extent Executive becomes eligible to receive benefits pursuantto a government-sponsored health insurance or health care program. (d) ***Outplacement***. The Employer will provide or cause to be providedoutplacement services for a period of 12 months following Executive’s CoveredTermination date in connection with Executive’s efforts to obtain newemployment. Executive must notify the Employer or the outplacement firmdesignated by the Employer, in writing, within 180
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   days after Executive’s Covered Termination date if Executive wishes toutilize this outplacement benefit. In no event will the period ofoutplacement services extend beyond the one-year anniversary of Executive’sCovered Termination date, regardless of the date Executive gives the noticerequired hereunder. Executive shall not be entitled to a cash payment inlieu of such services.  (e) ***Financial Planning.***The Employer will provide, or cause to beprovided, continued access for the remainder of the calendar year in whichExecutive’s Covered Termination occurs or for 60 days (if greater), to thefinancial planning services available to executive employees on his CoveredTermination date. Executive shall not be entitled to a cash payment in lieu ofsuch services.  (f) ***Waiver and Release Requirement*****.**The foregoing notwithstanding, paymentof the benefits under this Section 2 is subject to Executive’s timely executionand return of the Waiver and Release to the Company, without subsequentrevocation during the seven-day period following such execution date (the“Waiver and Release Revocation Period”), as provided in this Section 2(f). TheCompany shall provide Executive the Waiver and Release no later than 15 daysafter Executive’s Covered Termination date. Executive shall have 22 daysfollowing receipt of the Waiver and Release to consider, execute and return theWaiver and Release to the Company and shall then have the right to revoke theWaiver and Release during the Waiver and Release Revocation Period. IfExecutive fails to timely execute and return the Waiver and Release to theCompany or revokes such Waiver and Release during the Waiver and ReleaseRevocation Period, then Executive shall forfeit, and shall not be entitled to,any of the benefits described in this Section 2.  (g) ***Notice of Change in Control***. Promptly after the closing date of aChange in Control, the Company shall provide Executive with written notice ofthe occurrence and date of the Change in Control (such notice shall be in theform and manner determined appropriate by the Company in its discretion). Suchnotice also shall expressly advise Executive of the impact of the Change inControl under this Agreement, including the potential that certain deadlines orother requirements may apply with respect to some or all of the payments andbenefits under this Agreement and accordingly that Executive should review theAgreement to be aware of any such applicable deadlines and requirements.3. **Change in Control Equity-Based Benefits**: Immediately upon any Change inControl, Executive will be entitled to receive benefits with respect to any equity-basedcompensation in accordance with the applicable plans and agreements.
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4. **Internal Revenue Code 409A**: (a) ***Compliance***. It is the intent of the parties that the provisions of thisAgreement comply with Code Section 409A and the Treasury regulations and guidanceissued thereunder. Accordingly, the parties intend that this Agreement be interpretedand operated consistent with such requirements of Code Section 409A in order to avoidthe application of penalty taxes under Code Section 409A to the extent reasonablypracticable. The Company shall neither cause nor permit: (i) any payment, benefit orconsideration to be substituted for a benefit that is payable under this Agreement ifsuch action would result in the failure of any amount that is subject to Code Section409A to comply with the applicable requirements of Code Section 409A; or (ii) anyadjustments to any equity interest to be made in a manner that would result in theequity interest’s becoming subject to Code Section 409A unless, after such adjustment,the equity interest is in compliance with the requirements of Code Section 409A to theextent applicable. A Covered Termination is an “involuntary separation from service”for purposes of Code Section 409A.  (b) ***Waiting Period for Specified Employees***. Notwithstanding any provision of thisAgreement to the contrary, if Executive is a “Specified Employee” (as that term isdefined in Code Section 409A) as of Executive’s Covered Termination date, then anyamounts or benefits which are payable under this Agreement upon Executive’s “Separationfrom Service” (within the meaning of Code Section 409A), which are subject to theprovisions of Code Section 409A and not otherwise excluded under Code Section 409A, andwould otherwise be payable during the first six-month period following such Separationfrom Service, shall be paid on the first business day that (i) is at least six monthsafter the date after Executive’s Covered Termination date or (ii) follows Executive’sdate of death, if earlier (the “Waiting Period”). The severance benefits in Sections2(a) and (b) are excluded from Section 409A under the “short-term deferral exclusion”and thus the Waiting Period does not apply such benefits.  (c) ***Reimbursements and In-Kind Benefits***. All reimbursements and in-kind benefitsprovided pursuant to this Agreement shall be made in accordance with TreasuryRegulation Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefitswill be deemed payable at a specified time or on a fixed schedule relative to apermissible payment event. Specifically, (i) the amounts reimbursed and in-kindbenefits provided under this Agreement, other than total reimbursements that arelimited by a lifetime maximum under a group health plan, during Executive’s taxableyear may not affect the amounts reimbursed or in-kind benefits provided in any othertaxable year, (ii) the reimbursement of an eligible expense shall be made on or beforethe last day of Executive’s taxable year following the taxable year in which theexpense was incurred, and (iii) the right to reimbursement or an in-kind benefit is notsubject to liquidation or exchange for another benefit.  (d) ***Limited Section 409A Gross-Up***. In the event that the Internal Revenue Serviceimposes on Executive the additional tax under Code Section 409A (the “409A
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   Tax”) as a direct result of any of the payments or benefits provided under thisAgreement (the “409A Payment”), then, subject to the following paragraph of thisSection 4(d), the Company agrees to pay to Executive an additional amount (the “409AGross-Up Payment”) equal to the amount of the 409A Tax based solely on the 409APayment, along with any interest or penalties related to the 409A Tax, plus anyfederal, state and local income and employment taxes on the 409A Gross-Up Payment,such that the net amount retained by Executive with respect to the 409A Paymentafter the deduction of the 409A Tax (along with such interest and penalties) isequal to the 409A Payment. The 409A Gross-Up Payment shall not include or be basedupon, and no such gross-up payment shall be provided with respect to, any 409A Taximposed on any payments or benefits as a result of the 409A Payment due toapplication of the plan aggregation rule under Treasury Regulation Section1.409A-1(c)(2). In all events, any 409A Gross-Up Payment shall be made by the lastday of Executive’s taxable year following the taxable year in which the relatedtaxes are remitted to the applicable taxing authority.**IN THE EVENT EXECUTIVE’S COVERED TERMINATION IS DUE TO GOOD REASON, EXECUTIVE SHALLNOT BE ELIGIBLE FOR THE 409A GROSS-UP PAYMENT UNLESS, NOT LATER THAN 90 DAYS AFTERLEARNING OF THE ACTION (OR INACTION) THAT IS THE BASIS FOR A TERMINATION OFEMPLOYMENT FOR GOOD REASON (THE “EVENT”), EXECUTIVE ADVISES THE COMPANY IN WRITINGTHAT THE EVENT CONSTITUTES GROUNDS FOR A TERMINATION OF HIS EMPLOYMENT FOR GOODREASON, IN WHICH EVENT THE COMPANY SHALL HAVE 30 DAYS TO CORRECT THE EVENT (“CUREPERIOD”). IF THE COMPANY DOES NOT TIMELY CORRECT THE EVENT DURING THE CURE PERIODAND EXECUTIVE TERMINATES HIS EMPLOYMENT (SUCH THAT EXECUTIVE HAS A “SEPARATION FROMSERVICE” (AS DEFINED IN CODE SECTION 409A AND THE TREASURY REGULATIONS AND GUIDANCEISSUED THEREUNDER)) WITHIN 29 DAYS AFTER THE END OF THE CURE PERIOD, SUCHTERMINATION OF EMPLOYMENT SHALL BE DEEMED TO BE A COVERED TERMINATION FOR GOODREASON AND EXECUTIVE SHALL BE ENTITLED TO THE 409A GROSS-TAX PAYMENT**.5. **Certain Additional Payments**: Whether or not Executive becomes entitled to thepayments or benefits pursuant to Section 2 of this Agreement, if any of the payments orbenefits received or to be received by Executive (including any payment or benefit received orto be received in connection with a Change in Control or Executive’s termination ofemployment, whether pursuant to the terms of this Agreement or any other plan, arrangement oragreement) (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 underSection 4999 of the Code (the “Excise Tax”), the Company will pay to the Executive anadditional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive,after deduction of any Excise Tax on the Total
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  Payments and any federal, state and local income and employment taxes and Excise Tax uponthe Gross-Up Payment, and after taking into account the phase out of itemized deductions andpersonal 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 largestamount 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 suchreduction shall be made from the severance amounts in Section 2(a) and (b) above so that theamount of the Total Payments is equal to the Safe Harbor.  For purposes of determining whether any of the Total Payments will be subject to the ExciseTax 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 theopinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected bythe accounting firm which was, immediately prior to the Change in Control, the Company’sindependent auditor (the “Auditor”), such payments or benefits (in whole or in part) do notconstitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,(ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Codewill be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, suchexcess parachute payments (in whole or in part) represent reasonable compensation forservices actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) inexcess of the base amount allocable to such reasonable compensation (within the meaning ofSection 280G of the Code), or are otherwise not subject to the Excise Tax, and (iii) thevalue of any noncash benefits or any deferred payment or benefit will be determined by theAuditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Forpurposes of determining the amount of the Gross-Up Payment, (1) the Executive will be deemedto pay federal income tax at the highest marginal rate of federal income taxation in thecalendar year in which the Gross-Up Payment is to be made and state and local income taxesat the highest marginal rate of taxation in the state and locality of the Executive’sresidence on the date of the Covered Termination, net of the maximum reduction in federalincome 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 personalexemptions 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 intoaccount hereunder in calculating the Gross-Up Payment, Executive must repay to the Company,within five (5) business days following the later of the time that the amount of suchreduction in the Excise Tax is finally determined or Executive receives any refund relatedthereto, the portion of the Gross-Up Payment attributable to such reduction (plus thatportion of the Gross-Up Payment attributable to the Excise Tax and federal, state and localincome and employment taxes imposed on the Gross-Up Payment being repaid by Executive, tothe extent that such repayment results in a reduction in the Excise Tax and adollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal,state and local income and employment taxes. In the event that the Excise Tax is determinedto 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
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  cannot be determined at the time of the Gross-Up Payment), the Company will make anadditional Gross-Up Payment in respect of such excess (plus any interest, penalties oradditions payable by the Executive with respect to such excess) within five (5) businessdays following the time that the amount of such excess is finally determined. Executive andthe Company must each reasonably cooperate with the other in connection with anyadministrative or judicial proceedings concerning the existence or amount of liability forExcise Tax with respect to the Total Payments.Notwithstanding anything in this Section 5 to the contrary, in accordance with TreasuryRegulation Section 1.409A-3(i)(1)(v), in no event shall the Company pay Executive (or pay onExecutive’s behalf) any amount to which Executive is entitled under this Section 5 laterthan the end of Executive’s taxable year next following Executive’s taxable year in whichExecutive remits the Excise Tax or tax (as applicable) to the Internal Revenue Service (orin the case of costs and expenses payable under this Section, no later than the end ofExecutive’s taxable year next following Executive’s taxable year in which the taxes that arethe subject of the audit or litigation are remitted to the Internal Revenue Service, orwhere as a result of such audit or litigation no taxes are remitted, the end of Executive’staxable year next following Executive’s taxable year in which the audit is completed orthere is a final and nonappealable settlement or other resolution of the litigation).6. **Confidentiality**: Executive agrees that he will not, while employed by theCompany or the Employer or an Affiliate and thereafter, disclose or make available to anyother person or entity, or use for his own personal gain, any Confidential Information, exceptfor such disclosures as are required in the performance of his duties hereunder or as mayotherwise be required by law or legal process (in which case Executive must notify the Companyof such legal or judicial proceeding as soon as practicable, and permit the Company to seek toprotect its interests and information).7. **Return of Property**: Executive agrees that at the time of leaving his or heremploy, he will deliver to the Employer (and will not keep in his possession, recreate ordeliver 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 otherdocuments or property (including all reproductions of the aforementioned items) belonging tothe Company or any of its Affiliates, regardless of whether such items were prepared byExecutive.8. **Non-Solicitation**: Executive agrees that while employed by the Company or theEmployer 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 anyof 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 communicationsmust be in writing and will be deemed to have been given when personally delivered or when
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mailed by United States registered or certified mail, return receiptrequested, postage prepaid, addressed as follows:         If to Company or the Employer: Reliant Energy, Inc.      1000 Main Street      Houston, Texas 77002      ATTENTION: General Counsel         If to Executive:                         or to such other address as either party may furnish to the other in writing in accordancewith this Section.10. **Applicable Law**: The validity, interpretation, construction and performanceof this Agreement will be governed by and construed in accordance with the substantive laws ofthe State of Texas, but without giving effect to the principles of conflict of laws of suchState. 11. **Severability**: If any provision of this Agreement is determined to be invalidor unenforceable, then the invalidity or unenforceability of that provision will not affectthe validity or enforceability of any other provision of this Agreement and all otherprovisions will remain in full force and effect. 12. **Withholding of Taxes**: The Company or the Employer, as applicable, maywithhold from any payments under this Agreement all federal, state, local or other taxes asmay be required pursuant to any law or governmental regulation or ruling. 13. **No Assignment; Successors**: Executive’s right to receive payments or benefitsunder this Agreement will not be assignable or transferable, whether by pledge, creation of asecurity interest or otherwise, whether voluntary, involuntary, by operation of law orotherwise, other than a transfer by will or by the laws of descent or distribution, and in theevent of any attempted assignment or transfer contrary to this Section 13 the Company orEmployer 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 legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees andlegatees.   This Agreement is binding upon and inures to the benefit of the Company and the Employer andtheir respective successors and assigns (including, without limitation, any company into orwith which the Company may merge or consolidate). 14. **Payment Obligations Absolute**: Except for the requirement of Executive toexecute and return to the Company the Waiver and Release in accordance with Section 2, theCompany’s and the Employer’s obligation to pay Executive the amounts and to make thearrangements provided herein are absolute and unconditional and may not be affected by
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  any circumstances, including, without limitation, any set-off, counter-claim, recoupment,defense or other right which the Company or the Employer (including their Affiliates) mayhave against Executive or anyone else. All amounts payable or arrangements to be madehereunder by the Company or the Employer (including their Affiliates) must be paid or madewithout notice or demand. Executive may not be obligated to sign an agreement not tocompete with the Company or its Affiliates or to seek other employment in mitigation of theamounts payable or arrangements made under any provision of this Agreement, and theobtaining of any other employment will not effect any reduction of the Company’s or theEmployer’s obligations to make (or cause to be made) the payments and arrangements requiredto be made under this Agreement. In the event that the Employer fails to pay any amount orprovide any benefit required to be made or provided by the terms of this Agreement, theCompany 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 singularwill include the plural, the plural will include the singular, and the masculine gender willinclude the feminine gender. 16. **Conflicts**:This Agreement constitutes the entire understanding ofthe parties with respect to its subject matter and supercedes any other agreement or otherunderstanding, whether oral or written, express or implied, between them concerning, relatedto or otherwise in connection with, the subject matter hereof. 17. **Amendment and Waiver****:**No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed bythe Executive and such officer as may be specifically designated by the Board. No waiver byany party hereto at any time of any breach by the other party hereto of, or of any lack ofcompliance with, any condition or provision of this Agreement to be performed by any otherparty will be deemed a waiver of similar or dissimilar provisions or conditions at the same orat any prior or subsequent time. 18. **Counterparts****:**This Agreement may be executed in several counterparts, each of whichwill be deemed to be an original but all of which together will constitute one and the sameinstrument. 19. **Term**: The effective date of the Agreement shall commence on December 31,2008 (“Effective Date”) and shall end on December 31 2011. Upon the occurrence of a Change inControl, the term will be automatically extended to a date which is two years from the dateupon which the Change in Control occurs. If Executive’s employment is terminated before theoccurrence of a Change in Control, this Agreement shall immediately terminate, except thatterms of this Agreement which must survive the termination this Agreement in order to beeffectuated (including the provisions of Sections 6, 7 and 8) will survive.
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       **RELIANT ENERGY, INC.**       By:         Name:         Title:              Date:              **RELIANT ENERGY CORPORATE SERVICES, LLC**       By:         Name:         Title:              Date:              **EXECUTIVE**               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 12of the Exchange Act.     **“AICP”**means the Reliant Energy, Inc. Annual Incentive Compensation Plan (or any successorplan).     **“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 inconduct that materially injures the Company, the Employer, or its Affiliates (monetarily orotherwise) or (d) being charged with, indicted for or convicted of a felony. For purposes of thedefinition of Cause, an act or failure to act by Executive is “intentional” only if done or omittedto be done by Executive in bad faith and without reasonable belief that Executive’s action oromission was in the best interest of the Company and its Affiliates, and no act or failure to actby 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 thefollowing: (a) ***30% Ownership Change***: Any Person, other than an ERISA-regulatedpension plan established by the Company, the Employer, or an Affiliate, makesan acquisition of Outstanding Voting Stock and is, immediately thereafter, thebeneficial owner of 30% or more of the then Outstanding Voting Stock, unlesssuch acquisition is made directly from the Company in a transaction approved bya majority of the Incumbent Directors; or any group is formed that is thebeneficial owner of 30% or more of the Outstanding Voting Stock; or  (b) ***Board Majority Change***: Individuals who are Incumbent Directors ceasefor any reason to constitute a majority of the members of the Board; or  (c) ***Major Mergers and Acquisitions***: Consummation of a Business Combinationunless, immediately following such Business Combination, (i) all orsubstantially all of the individuals and entities that were the beneficialowners of the Outstanding Voting Stock immediately before such BusinessCombination beneficially own, directly or indirectly, more than 70% of the thenoutstanding shares of voting stock of the parent corporation resulting fromsuch Business Combination in substantially the same relative proportions astheir ownership, immediately before such
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   Business Combination, of the Outstanding Voting Stock, (ii) if the BusinessCombination involves the issuance or payment by the Company of considerationto another entity or its shareholders, the total fair market value of suchconsideration plus the principal amount of the consolidated long-term debtof the entity or business being acquired (in each case, determined as of thedate of consummation of such Business Combination by a majority of theIncumbent Directors) does not exceed 50% of the sum of the fair market valueof the Outstanding Voting Stock plus the principal amount of the Company’sconsolidated long-term debt (in each case, determined immediately beforesuch 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 thenoutstanding shares of voting stock of the parent corporation resulting fromsuch Business Combination and (iv) a majority of the members of the board ofdirectors of the parent corporation resulting from such Business Combinationwere Incumbent Directors of the Company immediately before consummation ofsuch Business Combination; or   (d) ***Major Asset Dispositions***: Consummation of a Major Asset Dispositionunless, immediately following such Major Asset Disposition, (i) individuals andentities that were beneficial owners of the Outstanding Voting Stockimmediately before such Major Asset Disposition beneficially own, directly orindirectly, more than 70% of the then outstanding shares of voting stock of theCompany (if it continues to exist) and of the entity that acquires the largestportion of such assets (or the entity, if any, that owns a majority of theoutstanding voting stock of such acquiring entity) and (ii) a majority of themembers of the Board (if it continues to exist) and of the entity that acquiresthe largest portion of such assets (or the entity, if any, that owns a majorityof the outstanding voting stock of such acquiring entity) were IncumbentDirectors of the Company immediately before consummation of such Major AssetDisposition.For purposes of the definition of a “Change in Control”, (1) **“Person”**means an individual, entity or group;  (2) **“group”**is used as it is defined for purposes ofSection 13(d)(3) of the Exchange Act;  (3) **“beneficial owner”**is used as it is defined forpurposes of Rule 13d-3 under the Exchange Act;  (4) **“Outstanding Voting Stock”**means outstanding votingsecurities of the Company entitled to vote generally in the election ofdirectors; and any specified percentage or portion of the
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   Outstanding Voting Stock (or of other voting stock) is determinedbased 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 thisAgreement or (y) who becomes a director after such date and whoseelection, or nomination for election by the Company’s shareholders, wasapproved by a vote of a majority of the Incumbent Directors at the timeof such election or nomination, except that any such director will notbe deemed an Incumbent Director if his or her initial assumption ofoffice occurs as a result of an actual or threatened election contestor other actual or threatened solicitation of proxies by or on behalfof a Person other than the Board;  (6) **“election contest”**is used as it is defined forpurposes of Rule 14a-11 under the Exchange Act;  (7) **“Business Combination”**means (x) a merger or consolidation involving theCompany or its stock or  (y) an acquisition by the Company, directlyor through one or more subsidiaries, of another entity or itsstock or assets; (8) **“parent corporation resulting from a BusinessCombination”**means the Company if its stock is not acquired orconverted in the Business Combination and otherwise means the entitywhich as a result of such Business Combination owns the Company or allor substantially all the Company’s assets either directly or throughone or more subsidiaries; and  (9) **“Major Asset Disposition”**means the sale or otherdisposition in one transaction or a series of related transactions of70% or more of the assets of the Company and its subsidiaries on aconsolidated basis; and any specified percentage or portion of theassets of the Company will be based on fair market value, as determinedby a majority of the Incumbent Directors.     **“Code”**means the Internal Revenue Code of 1986, as amended.     **“Company”**means Reliant Energy, Inc., and, except for purposes of determining whether a Changein Control has occurred, any successor thereto.     **“Confidential Information”**means any and all information, data and knowledge that has beencreated, discovered, developed or otherwise become known to the Company or any of its Affiliates orin which property rights have been assigned or otherwise conveyed to the
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Company or any of its Affiliates, which information, data or knowledge has commercial value inthe business in which the Company or any of its Affiliates or ventures is engaged, except suchinformation, data or knowledge as is or becomes known to the public without violation of the termsof this Agreement. By way of illustration, but not limitation, Confidential Information includesbusiness trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans andstrategies, nonpublic information concerning material market opportunities, technical tradesecrets, processes, formulas, know-how, improvements, discoveries, developments, designs,inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computersoftware, 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 Executiveceases to be employed by the Employer, the Company or an Affiliate) that is a “Separation fromService” (as defined in Code Section 409A and the Treasury regulations and guidance issuedthereunder) within the 2-year period following a Change in Control during the term of thisAgreement as follows: (a) an involuntary termination that does not result from any of the following: (1) death;  (2) disability entitling Executive to benefits under the Company’sor the Employer’s long-term disability plan; or  (3) termination for Cause; (b) a termination by Executive for Good Reason; or  (c) a termination initiated by the Employer, the Company or an Affiliate andmutually agreed upon by Executive and the Employer.     **“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 events which occurs following a Change inControl: (a) a material reduction in the duties or responsibilities of Executivefrom those applicable immediately before the date on which a Change in Controloccurs;  (b) a material reduction in Executive’s annual Salary as in effect on theEffective Date of this Agreement or as the same may be increased from time totime;
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 (c) the failure by the Company or the Employer to continue in effect anycompensation plan in which Executive participates immediately before the Changein Control which is material to Executive’s total compensation, unless acomparable arrangement (embodied in an ongoing substitute or alternative plan)has been made with respect to such plan, or the failure by the Company or theEmployer to continue Executive’s participation therein (or in such substituteor alternative plan) on a basis not materially less favorable, as existedimmediately before the Change in Control, unless the action by the Company orthe Employer applies to all similarly situated employees;  (d) the failure by the Company and the Employer to continue to provideExecutive with material benefits in the aggregate that are substantiallysimilar to those enjoyed by Executive under any of the Company’s (or theEmployer’s or their respective Affiliates’) pension, savings, life insurance,medical, health and accident, or disability plans in which Executive wasparticipating immediately before the Change in Control if such benefits arematerial to Executive’s total compensation, the taking of any other action bythe Company or the Employer which would directly or indirectly materiallyreduce any of such benefits or deprive Executive of any fringe benefit enjoyedby Executive at the time of the Change in Control if such fringe benefit ismaterial to Executive’s total compensation, unless the action by the Company orthe Employer applies to all similarly situated employees; or  (e) a change in the location of Executive’s principal place of employmentwith the Employer or the Company by more than 50 miles from the location whereExecutive was principally employed immediately before the Change in Control orthe Company or the Employer requiring Executive to be based in a location otherthan that of the Company’s principal executive offices.     **“Salary”**means Executive’s base salary as in effect immediately before the termination ofExecutive’s employment or, if higher, the base salary in effect immediately before the first eventor circumstance constituting Good Reason.     **“Target Bonus Percentage”**means Executive’s target incentive award opportunity under the AICPin effect immediately before the termination of Executive’s employment or, if higher, immediatelybefore 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 theChange in Control Agreement between Reliant Energy, Inc. (the “Company”), Reliant Energy CorporateServices, LLC (the “Employer”) and me effective as of ___, (the “Agreement”) and of otherremuneration and consideration provided for in the Agreement (collectively, the “Benefits”), whichis in addition to any remuneration or benefits to which I am already entitled, I agree not to sueand 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 andfiduciaries, and agents of any of the foregoing (collectively, the “Corporate Group”) from any andall damages, losses, causes of action, expenses, demands, liabilities, and claims on behalf ofmyself, my heirs, executors, administrators, and assigns with respect to all matters relating to orarising out of my employment with or separation from the Company, under any employee benefit planor claims for indemnity arising as a result of my being an officer or fiduciary of the CorporateGroup. 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 havebeen advised in writing to consult an attorney prior to execution. I also understand that, inorder to be eligible for the Benefits, I must sign and return this Waiver and Release to theCompany’s General Counsel. I acknowledge that I have been given at least 21 days to considerwhether to execute this Waiver and Release.**     In exchange for the payment to me of the Benefits, which is in addition to any remuneration orbenefits to which I am already entitled, (1) I agree not to sue in any local, state or federalcourt regarding or relating in any way to my employment with or separation from the Company, theEmployer or any member of the Corporate Group, and (2) I knowingly and voluntarily waive all claimsand release the Corporate Group from any and all claims, demands, actions, liabilities, anddamages, whether known or unknown, arising out of or relating in any way to my employment with orseparation from the Company, the Employer or any member of the Corporate Group, except to theextent that my rights are vested under the terms of employee benefit plans sponsored by theCorporate Group, rights described in the Agreement, claims for indemnity from the Corporate Grouparising as a result of being an officer or fiduciary of the Corporate Group, and except withrespect 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, thisWaiver and Release includes, but is not limited to, claims and causes of action under: Title VIIof the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, asamended, 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 EnergyReorganization Act, as amended, 42 U.S.C. § 5851; the Workers Adjustment and RetrainingNotification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement IncomeSecurity Act of 1974, as
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amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; theOccupational 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 thestatutory, regulatory, administrative, constitutional or common law of any nation, state, localityor any other jurisdiction.     Further, I expressly represent that no promise or agreement which is not expressed in thisWaiver and Release has been made to me in executing this Waiver and Release, and that I am relyingon my own judgment in executing this Waiver and Release, and that I am not relying on any statementor representation of any member of the Corporate Group or any of their agents. I agree that thisWaiver 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, asapplicable, will withhold any taxes required by federal, state or local law from the Benefitsotherwise payable to me.     **I also understand that, in order to be eligible for the Benefits, I must sign and return thisWaiver and Release to the Company’s General Counsel at Reliant Energy, Inc., 1000 Main Street,Houston, Texas 77002, within 22 days following the date of receipt of this Waiver and Release. Iunderstand that for a period of seven calendar days following the date I sign and deliver thisWaiver and Release, I may revoke my acceptance of the offer by delivering a written statement byhand or by registered mail to the Company’s General Counsel at Reliant Energy, Inc. at the aboveaddress. In the event I revoke my acceptance of this offer, the Company and the Employer will haveno obligation to provide me the Benefits. I understand that failure to revoke my acceptance of theoffer within seven days after the date I sign this Waiver and Release will result in this Waiverand Release being permanent and irrevocable.**     I agree that the terms of this Waiver and Release are CONFIDENTIAL and that any disclosure toanyone 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 fullknowledge 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 CorporateGroup that they engaged in any wrongful or unlawful act or that any member of the Corporate Groupviolated any law or regulation. I understand that nothing in this Waiver and Release is intendedto prohibit, restrict or otherwise discourage me from engaging in any activity related to mattersof 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, wrongfulor illegal conduct to any agency or branch of the local, state or federal government, including lawenforcement authorities, public utility commissions, energy
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regulatory commissions or any other lawful authority. I agree that if called upon to serve asa witness or consultant in or with respect to any actual or potential litigation or administrativeproceeding, I will truthfully cooperate with the Company and the Employer to the full extentpermitted by law.     I understand and agree that in the event of any breach or threatened breach of the provisionsof Sections 6, 7 or 8 of the Agreement by me, the Company or the Employer, in their discretion, mayinitiate appropriate action as provided in those Sections and may recover all lawful damages whichit or they may prove by a preponderance of the evidence in accordance with the law specified inthose Sections.     I acknowledge that this Waiver and Release sets forth the entire understanding and agreementbetween me, the Company and the Employer concerning the subject matter of this Waiver and Releaseand supersedes any prior or contemporaneous oral and/or written agreements or representations, ifany, between me, the Company, the Employer or any other member of the Corporate Group. Theinvalidity or enforceability of any provisions hereof shall in no way affect the validity orenforceability of any other provision.    Name      Social Security Number      Signature Date  
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