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RELIANT ENERGY, INC.
2002 LONG TERM INCENTIVE PLAN
LONG TERM INCENTIVE AWARD
 AWARD AGREEMENT
 
 1.
    
    Relationship to the Plan; Definitions.
 (a)
    
    This grant of Restricted Stock Units and Options 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.Disabilitymeans a physical or mental impairment of sufficient severity such that
the Participant is receiving benefits under the Companys long-term disability plan.Employmentmeans employment with the Company or any of its subsidiaries.Optionsmean Nonqualified Stock Options.Option Periodmeans the period beginning on the date of this Agreement and ending on
the date the Options expire pursuant to Section 4.Option Sharesmeans shares of Common Stock which the Participant may have the right
to purchase under this Agreement.Restricted Stock Unitmeans a Stock Award with restrictions and subject to a vesting
condition as described in this Agreement.
 Retirementmeans termination of Employment on or after attainment of age 55 with at
least five years of service with the Company.
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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 and the
Options granted. Except as provided in Section 9, 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 or exercised Options.3.
    
    Vesting.Unless earlier forfeited as described below, the Awards will vest as follows:
        4.
    
    Expiration of Option Period.The Option Period will expire on January 1, 2018 except as
follows:
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5.
    
    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.6.
    
    Exercise of Options.Subject to the limitations set forth herein and in the Plan, the
Options may be exercised pursuant to the procedures established by the Committee. Unless
otherwise permitted by the Committee, upon exercise the Participant must provide to the
Company or its designated representative, cash, check or money order payable to the Company
equal to the full amount of the purchase price for any shares of Common Stock being acquired
or, at the election of the Participant, Common Stock held by the Participant for at least six
months equal in value to the full amount of the purchase price (or any combination of cash,
check, money order or such Common Stock). For purposes of determining the amount, if any, of
the purchase price satisfied by payment in Common Stock, the Common Stock will be valued at
its Fair Market Value on the date of exercise. Any Common Stock delivered in satisfaction of
all or a portion of the purchase price must be appropriately endorsed for transfer and
assignment to the Company. The Company will have the right to withhold applicable taxes from
compensation otherwise payable to the Participant at the time of exercise pursuant to Section
12 of the Plan.7.
    
    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, (i) 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, and (ii) the Participants right to receive the
Options (unless previously expired pursuant to Section 4) shall be settled by a cash payment
to the Participant equal to the product of (A) the difference between (1) the Fair Market
Value per share of Common Stock on the date immediately preceding the date on which the Change
in Control occurs and (2) the exercise price of the Options and (B) the total number of
unexercised Option Shares, regardless of whether such Option Shares have become exercisable
under Section 3, with such payments under clauses (i) and (ii) above 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.
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8.
    
    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 8.9.
    
    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 and/or Options 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.10.
    
    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.11.
    
    Shareholder Rights.The Participant shall have no rights of a shareholder with respect to
the Restricted Stock Units or the Options unless and until the Participant is registered as
the holder of shares of Common Stock representing the Restricted Stock Units and/or the Option
Shares on the records of the Company.12.
    
    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 4