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RELIANT ENERGY, INC.
2002 LONG TERM INCENTIVE PLAN
LONG TERM INCENTIVE AWARD
 AWARD AGREEMENT
 
 Relationship to the Plan; Definitions.
 (a)
    
    This grant of Restricted Stock 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 and are in effect on this date. If
any provision of this Agreement conflicts with the express terms of the Plan, the
terms of the Plan control and, if necessary, the applicable provisions of this
Agreement are deemed amended so as to carry out the purpose and intent of the Plan.
References to the Participant also include the heirs or other legal representatives of
the Participant or the Participants estate.(b)
    
    Except as defined herein, capitalized terms have the same meanings as under
the Plan.Employmentmeans employment with the Company or any of its subsidiaries.Restricted Stock Unitmeans a Stock Award with restrictions and subject to a
vesting condition as described in this Agreement.
 2.
    
    Account.The Awards granted pursuant to this Agreement will 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 receive the Restricted Stock Units. Except
as provided in Section 7, the Awards credited to the bookkeeping account may not be sold,
assigned, transferred, pledged or otherwise encumbered until the Participant has been
registered as the holder of shares of Common Stock representing the Restricted Stock Units.3.
    
    Vesting.Unless earlier forfeited as described below, the Restricted Stock Units will vest
on January 2, 2011. The Participant must be continuously employed by the Company through the
date of vesting for the Restricted Stock Units to vest.
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4.
    
    Payment of Restricted Stock Units.Upon the vesting of the Participants right to receive
Restricted Stock Units, a number of shares of Common Stock equal to the number of vested
Restricted Stock Units will be registered in the Participants name and issued or distributed
to him as soon as practicable after the vesting date, but in no event later than March 15th of
the year immediately following the year during which the vesting date occurs. The Company
will have the right to withhold applicable taxes from any such payment or from other
compensation payable to the Participant at the time of such vesting and delivery pursuant to
Section 12 of the Plan.5.
    
    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 prior to one or
more of the vesting dates provided for under this Agreement, the Participants right to
receive Restricted Stock Units will vest and will be settled by a cash payment to the
Participant equal to the product of (A) the Fair Market Value per share of Common Stock on the
date immediately preceding the date on which the Change of Control occurs and (B) the total
number of Restricted Stock Units granted, with such payments in no event made later than March
15th of the year immediately following the year during which the date immediately prior to the
date of the Change of Control occurs. Such cash payment will satisfy the rights of the
Participant and the obligations of the Company under this Agreement in full.6.
    
    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 to the Company at 1000 Main St., Houston, TX 77002, and to the Participant at the
address on record for the Participant in the Companys human resources department or to such
other address as either party may furnish to the other in writing in accordance with this
Section 6.7.
    
    Successors and Assigns.This Agreement is binding upon and inures to the benefit of the
Participant, the Company and their respective permitted successors and assigns.
Notwithstanding anything herein to the contrary, the Restricted Stock Units are transferable
by the Participant to Immediate Family Members, Immediate Family Member Trusts and Immediate
Family Member Partnerships pursuant to Section 14 of the Plan.8.
    
    No Employment Guaranteed.Nothing in this Agreement gives the Participant any rights to (or
imposes any obligations for) continued Employment by the Company or any Subsidiary thereof or
successor thereto, nor does it give those entities any rights (or impose any obligations) with
respect to continued performance of duties by the Participant.9.
    
    Shareholder Rights.The Participant shall have no rights of a shareholder with respect to
the Restricted Stock Units unless and until the Participant is registered as
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the holder of shares of Common Stock representing the Restricted Stock Units on the records
of the Company.10.
    
    Section 409A of the Code.It is intended that this Agreement and any Awards under this
Agreement satisfy the short-term deferral exclusion from Section 409A of the Code.
 RELIANT ENERGY, INC.By:

-s- KAREN D. TAYLOR)Karen D. TaylorSenior Vice President-Human Resources 3