##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _________ to _________
 
 Commission file number 1-16455
 Reliant Energy, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    76-0655566(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)1000 Main StreetHouston, Texas 77002
    
    (713) 497-3000(Address and Zip Code of Principal Executive Offices)
    
    (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share, and associated
    
    New York Stock Exchangerights to purchase Series A Preferred Stock
 None
 
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  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 Explanatory Note
    
    
    iForward Looking Information
    
    
    iPART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1Directors
    
    
    1Executive Officers
    
    
    2Section 16(a) Beneficial Ownership Reporting Compliance
    
    
    3Code of Business Conduct
    
    
    3Audit Committee
    
    
    4Item 11.
    
    Executive Compensation
    
    
    4Compensation Discussion and Analysis
    
    
    4How did the events of 2008 impact our executive compensation program?
    
    
    4What are the elements and objectives of our executive Compensation program?
    
    
    4How are executive compensation amounts determined?
    
    
    5How does each element and our decisions regarding that element fit into our compensation
programs objectives and affect other elements?
    
    
    6Why do we choose to pay each element?
    
    
    7How were payment amounts and trigger events determined for termination or change-in-control?
    
    
    9What is the role of our executives in the executive compensation process?
    
    
    10What are our equity and security ownership requirements?
    
    
    10When are awards granted and base salaries approved?
    
    
    10Does the accounting and tax treatment of a particular form of compensation impact the form and design of awards?
    
    
    11Summary Compensation Table
    
    
    112008 Grants of Plan-Based Awards
    
    
    13Outstanding Equity Awards at 2008 Fiscal Year-End
    
    
    152008 Option Exercises and Stock Vested
    
    
    162008 Nonqualified Deferred Compensation
    
    
    16Deferral and Restoration Plan
    
    
    16Successor Deferral Plan
    
    
    17Potential Payments upon Termination or Change-in-Control
    
    
    18Change-in-Control
    
    
    18Executive Severance
    
    
    20Director Compensation
    
    
    20Compensation Committee Interlocks and Insider Participation
    
    
    22Compensation Committee Report
    
    
    22Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    23Equity Compensation Plan Information
    
    
    23Stock Ownership of Certain Beneficial Owners and Management
    
    
    24Directors and Executive Officers
    
    
    24Principal Stockholders
    
    
    25Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    25Certain Relationships and Transactions with Related Persons
    
    
    25Director Independence
    
    
    25Item 14.
    
    Principal Accountant Fees and Services
    
    
    26PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    27EX-31.1EX-31.2
     Table of Contents  Explanatory Note
    
 Forward-Looking Information
    i
    Table of Contents  PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 
 Directors
 Name
    
    Age(1)
    
    Director SinceE. William Barnett
    
    76
    
    October 2002Donald J. Breeding
    
    74
    
    October 2002Mark M. Jacobs
    
    47
    
    May 2007Steven L. Miller
    
    63
    
    August 2003Laree E. Perez
    
    55
    
    April 2002Evan J. Silverstein
    
    54
    
    August 2006Joel V. Staff
    
    65
    
    October 2002William L. Transier
    
    54
    
    December 2002
 
 (1)
    
    Age is as of April 1, 2009. E. William Barnett Donald J. Breeding
 Mark M. Jacobs
 Steven L. Miller
 Laree E. Perez
 Evan J. Silverstein
 Joel V. Staff
 William L. Transier
 1
    Table of Contents  Executive Officers
 Name
    
    Age(1)
    
    Present PositionMark M. Jacobs
    
    47
    
    President and Chief Executive OfficerBrian Landrum
    
    47
    
    Executive Vice President and Chief Operating OfficerRick J. Dobson
    
    50
    
    Executive Vice President and Chief Financial OfficerCharles S. Griffey
    
    49
    
    Senior Vice President, Market Design and Regulatory AffairsD. Rogers Herndon
    
    40
    
    Senior Vice President, Strategic Planning and Business DevelopmentMichael L. Jines
    
    50
    
    Senior Vice President, General Counsel and Corporate SecretarySuzanne L. Kupiec
    
    42
    
    Senior Vice President, Chief Risk and Compliance OfficerThomas C. Livengood
    
    53
    
    Senior Vice President and ControllerAlbert H. Myres
    
    45
    
    Senior Vice President, Government and Public AffairsKaren D. Taylor
    
    51
    
    Senior Vice President, Human Resources and Chief Diversity Officer
 
 (1)
    
    Age is as of April 1, 2009. Mark M. Jacobs
 Brian Landrum
 Rick J. Dobson
 Charles S. Griffey
 D. Rogers Herndon
 Michael L. Jines
 Suzanne L. Kupiec
 Thomas C. Livengood
 2
    Table of Contents  Albert H. Myres
 Karen D. Taylor
 
 Section 16(a) Beneficial Ownership Reporting Compliance
  
 Code of Business Conduct
    
    
    conflicts of interest;
    
    corporate opportunities;
    
    confidentiality;
    
    fair dealing;
    
    protection and use of our assets;
    
    compliance with laws, rules and regulations (including insider trading laws);
    
    reporting of any illegal or unethical behavior;
    
    gifts and entertainment;
    
    proper conduct in interacting with government agencies and officials; and
    
    limitations on certain corporate political contributions.
  3
    Table of Contents  Audit Committee
  
 Item 11. Executive Compensation
 
 Compensation Discussion and Analysis
 
 How did the events of 2008 impact our executive compensation program?
  
 What are the elements and objectives of our executive compensation program?
  
    
    attract and retain the talent that we feel is required to successfully execute our
business strategy;
    
    align the interests of our executives with the interests of our stockholders;
    
    reinforce expectations of leadership and achievement, consistent with our values and
our vision to be the best positioned, most trusted choice for electricity in
competitive markets; and
    
    provide a strong incentive to our executives to achieve their potential and our
goals and long-term success.
 4
    Table of Contents  How are executive compensation amounts determined?
  
    
    market data;
    
    individual performance;
    
    corporate performance;
    
    compensation history; and
    
    internal equity.
  Market Data
  
    
    a peer group composed of 18 other utility and power generation companies (The AES
Corporation, American Electric Power Company, Inc., Calpine Corporation, Constellation
Energy Group, Inc., Dominion Resources, Inc., Duke Energy Corporation, Dynegy Inc.,
Edison International, Entergy Corporation, Exelon Corporation, FPL Group, Inc., Mirant
Corporation, NRG Energy, Inc., PG&E Corporation, PPL Corporation, Sempra Energy, Energy
Future Holdings Corp. and The Williams Companies, Inc.). These companies were selected
primarily because they are engaged in the merchant energy business, have significant
generation portfolios, and/or have significant non-regulated and/or energy operations;
    
    approximately 100 major energy organizations in the broader energy industry; and
    
    approximately 800 organizations in the broader general industry.
   th th th th th th th th
 5
    Table of Contents  Individual Performance
  
    
    act with absolute integrity;
    
    collaborate with, support and respect our employees;
    
    communicate openly, honestly and frequently;
    
    create value for every customer;
    
    ensure a safe, healthy and enjoyable workplace;
    
    care for our environment and communities;
    
    develop a highly motivated, valued and diverse workforce;
    
    optimize our financial and physical resources; and
    
    continuously simplify and improve our processes.
  Corporate Performance
  Compensation History
  Internal Equity
  
 How does each element and our decisions regarding that element fit into our compensation programs
objectives and affect other elements?
  6
    Table of Contents  Fixed
    
    VariablePercentage of
    
    Percentage ofTotal Compensation
    
    Total CompensationCash
    
    Equity/EquityCash
    
    Annual Incentive
    
    Based Long-Term IncentiveExecutive
    
    Base Salary
    
    Award(1)
    
    Awards(2)Mark Jacobs, President and Chief Executive
Officer
    
    
    16
    %
    
    
    16
    %
    
    
    68
    %Rick Dobson, Executive Vice President and
Chief Financial Officer
    
    
    23
    %
    
    
    16
    %
    
    
    61
    %Brian Landrum, Executive Vice President
and Chief Operating Officer
    
    
    22
    %
    
    
    17
    %
    
    
    61
    %Michael Jines, Senior Vice President,
General Counsel and Corporate Secretary
    
    
    31
    %
    
    
    19
    %
    
    
    50
    %Albert Myres, Senior Vice President,
Government and Public Affairs
    
    
    39
    %
    
    
    22
    %
    
    
    39
    %
 
 (1)
    
    Based on target levels.(2)
    
    Based on compensation values at the time the awards were made. 
 Why do we choose to pay each element?
 Base Salary
  Annual Incentive Awards
  7
    Table of Contents  Percent of Base Salary(1)Executive
    
    Threshold
    
    Target
    
    MaximumMark Jacobs, President and Chief Executive Officer
    
    
    20
    %
    
    
    100
    %
    
    
    200
    %Rick Dobson, Executive Vice President and Chief Financial Officer
    
    
    14
    
    
    
    70
    
    
    
    140Brian Landrum, Executive Vice President and Chief Operating Officer
    
    
    16
    
    
    
    80
    
    
    
    160Michael
Jines, Senior Vice President, General Counsel and Corporate Secretary
    
    
    12
    
    
    
    60
    
    
    
    120Albert Myres, Senior Vice President, Government and Public Affairs
    
    
    12
    
    
    
    60
    
    
    
    120
 
 (1)
    
    Achievement between specified levels is pro-rated. Performance below threshold results in no
payment. Performance above maximum is capped at the maximum percentage.  Threshold
    
    Target
    
    Maximum
    
    Actual(20%)
    
    (100%)
    
    (200%)
    
    Results
    
    Achievement2008 Metric
    
    ($ in millions)
    
    of Target
    
    WeightCorporate MetricsAdjusted EBITDA(1)
    
    $
    736
    
    
    $
    1,236
    
    
    $
    1,736
    
    
    $
    835
    
    
    
    36
    %
    
    
    30
    %Open wholesale contribution margin(2)
    
    $
    508
    
    
    $
    708
    
    
    $
    908
    
    
    $
    655
    
    
    
    79
    %
    
    
    30
    %Retail contribution margin(3)
    
    $
    384
    
    
    $
    484
    
    
    $
    584
    
    
    $
    (57
    )
    
    
    0
    %
    
    
    30
    %Employee Survey Results (4)
    
    
    44
    %
    
    
    52
    %
    
    
    60
    %
    
    
    44
    %
    
    
    20
    %
    
    
    10
    %Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    %
 
 (1)
    
    Adjusted EBITDA is considered an important metric for valuation of our performance and our
stock. It represents EBITDA adjusted for unrealized gains/losses on energy derivatives,
western states litigation and similar settlements, goodwill impairments, debt extinguishments
and credit-enhanced retail structure unwind costs.(2)
    
    Open wholesale contribution margin encompasses our commercial capacity factor objectives,
energy margin and execution ability. It represents revenues less cost of sales, operation and
maintenance and bad debt expense for our wholesale energy segment, adjusted to exclude the
impact of historical and operational wholesale hedges and unrealized gains/losses on energy
derivatives. The metric is further adjusted for purposes of calculating annual incentive
awards by the expected margin impact of changes in commodity (gas, coal and SO2)
prices versus the commodity prices assumed in the original target.(3)
    
    Retail contribution margin encompasses our customer count objectives and margin execution
performance. It represents revenues less cost of sales, operation and maintenance, selling
and marketing and bad debt expense for our retail energy segment, adjusted to exclude the
impact of unrealized gains/losses on energy derivatives. The metric is further adjusted for
purposes of calculating annual incentive awards to exclude prior year market usage adjustments
that are not related to current year performance and Smart Energy spending that was expected
to benefit future periods.(4)
    
    This metric ties each executive to improvements in annual employee survey results related to
our effort to build a great company to work for and reflecting achievement of our vision and
values. The threshold level is based upon the results from the prior years survey reduced by
4% to account for the margin of error within the survey. The target level is based on a 4%
improvement from the prior years survey and the maximum level is based on a 12% improvement
from the prior years survey. Actual results represent the average achievement percentage of
all survey questions.  8
    Table of Contents  Long-Term Incentive Awards
   Percentage ofAward Vehicle
    
    Vesting Period
    
    Targeted LTI ValueCommon Stock Options
    
    Time-based, vest ratably over three-year period
    
    
    30
    %Performance-Based Cash Units
    
    Vesting upon achievement of stock price of
$32(1) for 20 consecutive trading days at
any time during three-year term. Expires if not
vested within three-year term.
    
    
    35
    %Restricted Stock Units
    
    Time-based, three-year cliff vesting, common stock 
settled
    
    
    35
    %
 
 (1)
    
    Represents approximately 14.5% annual growth rate in share price of our common stock over 3
years from February 2008 (based on a 20-day average closing price from February 11, 2008).
This award has not paid out as of April 10, 2009.   Executive Perquisites
  
 How were payment amounts and trigger events determined for termination or change-in-control?
  9
    Table of Contents  What is the role of our executives in the executive compensation process?
   
 What are our equity and security ownership requirements?
   
 When are awards granted and base salaries approved?
    10
    Table of Contents  Does the accounting and tax treatment of a particular form of compensation impact the form and design of awards?
  
 Summary Compensation Table
  Change inNonqualifiedNon-Equity
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards (1)
    
    Awards (1)
    
    Compensation (2)
    
    Earnings (3)
    
    Compensation (4)
    
    TotalMark M. Jacobs
    
    
    2008
    
    
    $
    895,000
    
    
    $
    
    
    
    $
    848,376
    
    
    $
    748,320
    
    
    $
    600
    
    
    $
    
    
    
    $
    117,959
    
    
    $
    2,610,255President and Chief
    
    
    2007
    
    
    
    767,125
    
    
    
    
    
    
    
    1,417,562
    
    
    
    284,325
    
    
    
    821,864
    
    
    
    
    
    
    
    125,190
    
    
    
    3,416,066Executive Officer
    
    
    2006
    
    
    
    623,000
    
    
    
    
    
    
    
    1,041,068
    
    
    
    1,092,979
    
    
    
    776,870
    
    
    
    
    
    
    
    90,640
    
    
    
    3,624,557Rick J. Dobson (5)
    
    
    2008
    
    
    
    511,251
    
    
    
    
    
    
    
    283,084
    
    
    
    223,709
    
    
    
    600
    
    
    
    
    
    
    
    88,263
    
    
    
    1,106,907Executive Vice
    
    
    2007
    
    
    
    88,542
    
    
    
    
    
    
    
    14,552
    
    
    
    16,032
    
    
    
    
    
    
    
    
    
    
    
    36,168
    
    
    
    155,294President and Chief
Financial OfficerBrian Landrum
    
    
    2008
    
    
    
    655,000
    
    
    
    
    
    
    
    415,535
    
    
    
    296,626
    
    
    
    600
    
    
    
    
    
    
    
    79,658
    
    
    
    1,447,419Executive Vice
    
    
    2007
    
    
    
    610,000
    
    
    
    
    
    
    
    1,324,364
    
    
    
    107,521
    
    
    
    457,535
    
    
    
    
    
    
    
    93,476
    
    
    
    2,592,896President and Chief
    
    
    2006
    
    
    
    545,303
    
    
    
    
    
    
    
    1,069,605
    
    
    
    983,209
    
    
    
    509,577
    
    
    
    
    
    
    
    60,795
    
    
    
    3,168,489Operating OfficerMichael L. Jines
    
    
    2008
    
    
    
    422,750
    
    
    
    
    
    
    
    167,593
    
    
    
    121,163
    
    
    
    91,914
    
    
    
    14,159
    
    
    
    47,850
    
    
    
    865,429Senior Vice President,
    
    
    2007
    
    
    
    397,250
    
    
    
    
    
    
    
    603,209
    
    
    
    48,972
    
    
    
    255,461
    
    
    
    9,713
    
    
    
    56,856
    
    
    
    1,371,461General Counsel and
    
    
    2006
    
    
    
    380,750
    
    
    
    
    
    
    
    443,760
    
    
    
    471,924
    
    
    
    293,466
    
    
    
    8,839
    
    
    
    48,611
    
    
    
    1,647,350Corporate SecretaryAlbert H. Myres (6)
    
    
    2008
    
    
    
    324,996
    
    
    
    
    
    
    
    104,927
    
    
    
    91,396
    
    
    
    64,949
    
    
    
    
    
    
    
    24,018
    
    
    
    610,286Senior Vice President,
Government and
Public Affairs
 
 (1)
    
    Represents the compensation expense recognized in 2008 for financial reporting purposes in
accordance with SFAS 123R, which requires us to expense the fair value of equity awards over
the vesting period applicable to the award. The amounts relate to long-term incentive awards
granted in 2008 and in prior fiscal years, disregarding the estimate of forfeitures.The assumptions we used for calculating the SFAS 123R compensation expense of the equity awards are
provided in note 10 to our consolidated financial statements in our most recent Form 10-K.
Information regarding the SFAS 123R fair values of the 2008 equity awards is provided under 2008
Grants of Plan-Based Awards.(2)
    
    Represents (i) annual incentive awards earned by each executive based on the achievement
level of annual performance goals and (ii) Power of One Program awards. These cash awards are
discussed further under 2008 Grants of Plan-Based Awards. Messrs. Jacobs, Dobson and
Landrum did not receive annual incentive awards for 2008.(3)
    
    Represents above-market interest (more than 120% of the applicable federal rate) earned on
the deferred compensation balance in the Reliant Energy, Inc. Successor Deferral
Plan. 11
    Table of Contents  (4)
    
    The amounts shown as All Other Compensation for each executive in 2008 are
composed of the following items: Deferral and
    
    Executive
    
    
    
    
    
    TaxSavings
    
    Restoration
    
    Life
    
    
    
    
    
    GrossName
    
    Plan(a)
    
    Plan(b)
    
    Insurance(c)
    
    Perquisites(d)
    
    Ups(e)
    
    TotalMark M. Jacobs
    
    $
    17,565
    
    
    $
    100,394
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    117,959Rick J. Dobson
    
    
    17,565
    
    
    
    19,025
    
    
    
    
    
    
    $
    48,864
    
    
    $
    2,809
    
    
    
    88,263Brian Landrum
    
    
    15,840
    
    
    
    61,326
    
    
    $
    1,872
    
    
    
    
    
    
    
    620
    
    
    
    79,658Michael L. Jines
    
    
    15,840
    
    
    
    32,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,850Albert H. Myres
    
    
    13,435
    
    
    
    10,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,018
 
 (a)
    
    Represents company contributions to the Reliant Energy, Inc. Savings Plan, including a 2008
discretionary contribution made in 2009.(b)
    
    Represents company contributions to the savings restoration component of the Reliant Energy,
Inc. Deferral and Restoration Plan, including a 2008 discretionary contribution made in 2009.(c)
    
    We provide Mr. Landrum life insurance structured to return the cumulative premium payments to
us after the benefit is paid. This amount represents what we expect it would cost Mr. Landrum
to obtain the same coverage under a term life insurance policy. In 2008 we paid premiums of
$34,894, which we believe overstate our cost of providing Mr. Landrum this benefit.(d)
    
    Consists of relocation expenses and expenses related to the sale of Mr. Dobsons former
residence.(e)
    
    Represents tax reimbursements for taxable income recognized in connection with Mr. Dobsons
relocation assistance expenses and Mr. Landrums life insurance premiums.(5)
    
    Mr. Dobson joined us as our Chief Financial Officer in October 2007.(6)
    
    Mr. Myres joined us as our Senior Vice President, Government and Public Affairs in December
2007. 12
    Table of Contents  2008 Grants of Plan-Based Awards
 All
    
    All Other
    
    
    
    
    
    GrantOther
    
    Option
    
    Exercise
    
    Date FairStock
    
    Awards;
    
    or Base
    
    Value ofAwards;
    
    Number of
    
    Price of
    
    StockEstimated Future Payouts Under Non-
    
    Estimated Possible Payouts Under
    
    Number
    
    Securities
    
    Option
    
    andGrant
    
    Equity
Incentive Plan Awards (1)
    
    Equity
Incentive Plan Awards (2)
    
    of
    
    Underlying
    
    Awards
    
    OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares (3)
    
    Options (4)
    
    (5)
    
    AwardsMark M. Jacobs
    
    
    
    
    
    $
    179,000
    
    
    $
    895,000
    
    
    $
    1,790,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    600
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,294
    
    
    
    96,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,575,370
    (2)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,851
    
    
    
    
    
    
    
    
    
    
    
    1,305,517
    (3)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,680
    
    
    $
    23.375
    
    
    
    1,180,918
    (4)Rick J. Dobson
    
    
    
    
    
    
    71,575
    
    
    
    357,876
    
    
    
    715,752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,498
    
    
    
    35,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    580,747
    (2)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,589
    
    
    
    
    
    
    
    
    
    
    
    481,268
    (3)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,118
    
    
    $
    23.375
    
    
    
    435,326
    (4)Brian Landrum
    
    
    
    
    
    
    104,800
    
    
    
    524,000
    
    
    
    1,048,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,405
    
    
    
    48,405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    791,906
    (2)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,075
    
    
    
    
    
    
    
    
    
    
    
    656,253
    (3)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,161
    
    
    $
    23.375
    
    
    
    593,627
    (4)Michael L. Jines
    
    
    
    
    
    
    50,730
    
    
    
    253,650
    
    
    
    507,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,117
    
    
    
    18,117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    296,394
    (2)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,508
    
    
    
    
    
    
    
    
    
    
    
    245,625
    (3)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,517
    
    
    $
    23.375
    
    
    
    222,182
    (4)Albert H. Myres
    
    
    
    
    
    
    35,750
    
    
    
    178,748
    
    
    
    357,496
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/02/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700
    (7)
    
    
    
    
    
    
    
    
    
    
    176,110
    (3)1/02/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,800
    (7)
    
    $
    26.285
    
    
    
    185,581
    (4)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,391
    
    
    
    8,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137,277
    (2)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,867
    
    
    
    
    
    
    
    
    
    
    
    113,766
    (3)2/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,428
    
    
    $
    23.375
    
    
    
    102,896
    (4)
 
 (1)
    
    Represents the range of payouts possible under our annual incentive plan. The actual amounts
paid to Messrs. Jines and Myres in 2009 based on 2008 performance are included in the
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Except
in the case of death, disability or retirement following five years of service, the executive
must be employed by us on the payment date to receive payment of the award.(2)
    
    Represents long-term incentive awards of performance-based cash units. Each unit represents
the right to receive a cash payment equal to the fair market value of one share of our common
stock for each unit earned if we achieve the performance goal. No units are earned for
performance below target. No additional units are earned for performance above target.
Therefore, the threshold is zero and the maximum equals the target.Under SFAS 123R, the reported grant date fair values were determined using a Monte Carlo simulation
valuation model with a risk-free interest rate assumption of 2.31% and an expected volatility of
38.4%.(3)
    
    Represents long-term incentive awards of restricted stock units. For vesting schedules, see
Outstanding Equity Awards at 2008 Fiscal Year-End. The grant date fair value, computed in
accordance with (FAS 123R), is based on the average of the high and low sales prices of our
common stock on the grant date. 13
    Table of Contents  (4)
    
    Represents long-term incentive awards of common stock options. For vesting schedules, see
Outstanding Equity Awards at 2008 Fiscal Year-End. The grant date fair value is computed in
accordance with SFAS 123R, using the Black-Scholes option pricing model based on the following
assumptions: Stock Option Grant Date1/02/2008
    
    2/19/2008Risk-free interest rates
    
    
    3.41
    %
    
    
    3.15
    %Dividend Yield
    
    
    
    
    
    
    Expected Volatility
    
    
    37.47
    %
    
    
    38.36
    %Expected Term
    
    6 years
    
    6 years
 
 (5)
    
    The exercise or base price is the average of the high and low sales prices of our common
stock on the grant date. The closing sales prices of our common stock on January 2, 2008 and
February 19, 2008 were $25.95 and $23.95, respectively.(6)
    
    Represents Power of One awards earned based on plant availability and retail customer count
goals. All of our employees participate in this program.(7)
    
    Represents additional awards granted to Mr. Myres in connection with his initial employment
with us in December 2007. 14
    Table of Contents  Outstanding Equity Awards at 2008 Fiscal Year-End
 Option Awards
    
    Stock AwardsEquity
    
    EquityIncentive
    
    IncentiveMarket
    
    Plan
    
    PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Awards;
    
    Awards;Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares
    
    Number of
    
    Market orPlan Awards;
    
    
    
    
    
    
    
    
    
    Number
    
    or Units
    
    Unearned
    
    Payout ValueNumber of
    
    
    
    
    
    
    
    
    
    of Shares
    
    of Stock
    
    Shares,
    
    of UnearnedSecurities
    
    
    
    
    
    
    
    
    
    or Units
    
    that
    
    Units or
    
    Shares, UnitsNumber of Securities Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    of Stock
    
    Have
    
    Other
    
    or OtherUnexercised Options
    
    Unexercised
    
    Option
    
    Option
    
    that
    
    Not
    
    Rights that
    
    Rights thatUnexercisable
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    (1)
    
    Options
    
    Price
    
    Date
    
    Vested (2)
    
    (3)
    
    Vested
    
    VestedMark M. Jacobs
    
    
    318,667
    
    
    
    
    
    
    
    
    
    
    $
    4.790
    
    
    
    7/28/2012
    
    
    
    27,079
    
    
    $
    156,517
    
    
    
    
    
    
    
    212,000
    
    
    
    
    
    
    
    
    
    
    
    3.505
    
    
    
    3/10/2013
    
    
    
    32,240
    
    
    
    186,347
    
    
    
    
    
    
    
    489,600
    
    
    
    
    
    
    
    
    
    
    
    8.135
    
    
    
    2/12/2014
    
    
    
    55,851
    
    
    
    322,819
    
    
    
    
    
    
    
    19,342
    
    
    
    38,684
    
    
    
    
    
    
    
    16.260
    
    
    
    2/19/2017
    
    
    
    96,294
    
    
    
    556,579
    
    
    
    
    
    
    
    26,887
    
    
    
    53,776
    
    
    
    
    
    
    
    26.365
    
    
    
    5/15/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,680
    
    
    
    
    
    
    
    23.375
    
    
    
    2/18/2018
    
    
    
    
    
    
    
    Rick J. Dobson
    
    
    8,000
    
    
    
    16,000
    
    
    
    
    
    
    
    26.955
    
    
    
    10/31/2017
    
    
    
    9,700
    
    
    
    56,066
    
    
    
    
    
    
    
    
    
    
    
    44,118
    
    
    
    
    
    
    
    23.375
    
    
    
    2/18/2018
    
    
    
    20,589
    
    
    
    119,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,498
    
    
    
    205,178
    
    
    
    
    
    
    
    Brian Landrum
    
    
    43,520
    
    
    
    
    
    
    
    
    
    
    
    30.000
    
    
    
    3/5/2011
    
    
    
    27,364
    
    
    
    158,164
    
    
    
    
    
    
    
    47,600
    
    
    
    
    
    
    
    
    
    
    
    10.900
    
    
    
    2/29/2012
    
    
    
    28,075
    
    
    
    162,274
    
    
    
    
    
    
    
    39,195
    
    
    
    
    
    
    
    
    
    
    
    3.505
    
    
    
    3/10/2013
    
    
    
    48,405
    
    
    
    279,781
    
    
    
    
    
    
    
    272,000
    
    
    
    
    
    
    
    
    
    
    
    8.135
    
    
    
    2/12/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108,800
    
    
    
    
    
    
    
    
    
    
    
    12.625
    
    
    
    8/9/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,545
    
    
    
    39,092
    
    
    
    
    
    
    
    16.260
    
    
    
    2/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,161
    
    
    
    
    
    
    
    23.375
    
    
    
    2/18/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael L. Jines
    
    
    52,520
    
    
    
    
    
    
    
    
    
    
    
    30.000
    
    
    
    3/5/2011
    
    
    
    12,464
    
    
    
    72,042
    
    
    
    
    
    
    
    217,600
    
    
    
    
    
    
    
    
    
    
    
    8.135
    
    
    
    2/12/2014
    
    
    
    10,508
    
    
    
    60,736
    
    
    
    
    
    
    
    8,902
    
    
    
    17,805
    
    
    
    
    
    
    
    16.260
    
    
    
    2/19/2017
    
    
    
    18,117
    
    
    
    104,716
    
    
    
    
    
    
    
    
    
    
    
    22,517
    
    
    
    
    
    
    
    23.375
    
    
    
    2/18/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Albert H. Myres
    
    
    
    
    
    
    16,800
    
    
    
    
    
    
    
    26.285
    
    
    
    1/1/2018
    
    
    
    6,700
    
    
    
    38,726
    
    
    
    
    
    
    
    
    
    
    
    10,428
    
    
    
    
    
    
    
    23.375
    
    
    
    2/18/2018
    
    
    
    4,867
    
    
    
    28,131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,391
    
    
    
    48,500
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents 2007 and 2008 long-term incentive awards of common stock options granted with
exercise prices equal to the average of the high and low trading prices of our common stock on
the dates of grant. All common stock options vest ratably over a three-year period beginning
on the first anniversary of the grant date, which is ten years prior to the option expiration
date, except for the common stock options scheduled to expire on February 12, 2014 and August
9, 2015, which cliff vested on December 31, 2006. 15
    Table of Contents  (2)
    
    Represents 2007 and 2008 long-term incentive awards of restricted stock units and
performance-based cash units. The 32,240 restricted stock units granted to Mr. Jacobs vest
ratably over a three-year period beginning on May 16, 2010. The remainder of the restricted
stock units cliff vest as follows: February 20, 2010 (Mr. Jacobs (27,079), Mr. Landrum
(27,364) and Mr. Jines (12,464)); November 1, 2010 (Mr. Dobson (9,700)); January 2, 2011 (Mr.
Myres (6,700)) and February 19, 2011 (Mr. Jacobs (55, 851), Mr. Dobson (20,589), Mr. Landrum
(28,075), Mr. Jines (10,508) and Mr. Myres (4,867)).The performance-based cash units (Mr. Jacobs (96,294), Mr. Dobson (35,498), Mr. Landrum
(48,405), Mr. Jines (18,117) and Mr. Myres (8,391)) vest when our common stock achieves a
closing price of $32.00 for twenty consecutive trading days between February 19, 2008 and
February 19, 2011. These awards will be forfeited if not vested within that three-year term.(3)
    
    The market value is based on the December 31, 2008 closing price of our common stock ($5.78). 
 2008 Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of
    
    Value
    
    Number of Shares
    
    ValueShares Acquired
    
    Realized on
    
    Acquired on
    
    Realized onName
    
    on Exercise
    
    Exercise (1)
    
    Vesting
    
    VestingMark M. Jacobs
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Rick J. Dobson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Brian Landrum
    
    
    15,772
    
    
    $
    155,028
    
    
    
    
    
    
    
    Michael L. Jines
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Albert H. Myres
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the product of the number of shares acquired and the excess of the market value of
the shares on the exercise date over the exercise price. 
 2008 Nonqualified Deferred Compensation
 
 Deferral and Restoration Plan
    Deferred Compensation Program
  16
    Table of Contents  
    
    total distribution in a specified year (while still employed or after termination);
    
    partial distribution (at least 50%) in specified years; or
    
    annual installments beginning at a specified age or after termination of employment.
   Savings Restoration Program
   
 Successor Deferral Plan
  
    
    early distribution of either 50% or 100% of the amount deferred plus earnings for a
particular year provided the funds have been in the plan at least three years; or
    
    in a lump sum or annual installments upon termination upon or after age 65.
  17
    Table of Contents  AggregateExecutive
    
    Company
    
    Aggregate
    
    Withdrawals/
    
    AggregateContributions
    
    Contributions
    
    Earnings/(Loss)
    
    Distributions
    
    Balance atName
    
    in 2008
    
    in 2008 (1)
    
    in 2008 (2)
    
    in 2008
    
    12/31/2008Mark M. Jacobs
    
    $
    
    
    
    $
    115,611
    
    
    $
    (207,875
    )
    
    $
    
    
    
    $
    348,427Rick J. Dobson
    
    
    
    
    
    
    16,911
    
    
    
    105
    
    
    
    
    
    
    
    17,016Brian Landrum
    
    
    
    
    
    
    75,363
    
    
    
    (148,933
    )
    
    
    
    
    
    
    293,436Michael L. Jines
    
    
    
    
    
    
    40,726
    
    
    
    (53,407
    )
    
    
    
    
    
    
    636,139Albert H. Myres
    
    
    
    
    
    
    8,141
    
    
    
    38
    
    
    
    
    
    
    
    8,179
 
 (1)
    
    Represents our matching and discretionary contributions to the savings restoration component
of the Deferral Plan. These reported amounts include our contributions made in 2008 with
respect to fiscal year 2007 compensation as follows: $26,372; $22,384 and $13,807 for Messrs.
Jacobs, Landrum and Jines, respectively. The remaining contributions are reported for 2008 in
the All Other Compensation column of the Summary Compensation Table.(2)
    
    Represents the annual earnings on the nonqualified deferred compensation account balances of
the Deferral Plan during 2008. Earnings may increase or decrease depending on the performance
of the deemed investment elections offered under the Deferral Plan. Mr. Jines recognized
earnings on his account balance under the Successor Deferral Plan. The above-market earnings
credited to Mr. Jines under the Successor Deferral Plan are also reported in the Change in
Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. 
 Potential Payments upon Termination or Change-in-Control
 
 Change-in-Control
   
    
    an involuntary termination that did not result from death, disability or termination
for cause;
    
    termination by the executive for Good Reason; or
    
    termination initiated by us and mutually agreed upon by the executive and us.
  
    
    a material reduction in duties and responsibilities;
    
    a material reduction in annual base salary;
    
    our failure to continue certain benefits and compensation plans (or comparable
benefits plans) that are material to the executives compensation; or
    
    a change of more than 50 miles in the location of the executives principal place of
employment.
 18
    Table of Contents  
    
    a cash severance payment equal to a multiple of salary (three in the case of Messrs.
Jacobs, Dobson, and Landrum and two in the case of Messrs. Jines and Myres) plus the
same multiple times the executives target annual incentive award, payable in a lump
sum;
    
    a pro-rated target annual incentive award based on the number of days the executive
was employed during the year in which his employment was terminated, payable in cash in
a lump sum;
    
    continued welfare benefits coverage (medical, dental and vision) for two years;
    
    outplacement services for 12 months and financial planning services;
    
    gross-up payments intended to reimburse the executive for any excise taxes under
Internal Revenue Code Section 4999 in connection with the agreement; and
    
    gross-up payments intended to reimburse the executive for any taxes and penalties
inadvertently triggered under Internal Revenue Code Section 409A, unless the tax is
imposed because of the plan aggregation rules under Section 409A or, in the case of
termination for Good Reason, the executive does not timely notify us of the event.
    Multiple of Target
    
    Pro-rata
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalAnnual Incentive
    
    Target Annual
    
    Welfare Benefits
    
    Miscellaneous
    
    Excise Tax
    
    Equity-based
    
    Pre-TaxName
    
    Multiple of Salary
    
    Award
    
    Incentive Award
    
    Coverage
    
    Benefits(1)
    
    Gross-Up
    
    Awards(2)
    
    BenefitMark M. Jacobs
    
    $
    2,730,000
    
    
    $
    2,730,000
    
    
    $
    910,000
    
    
    $
    32,243
    
    
    $
    25,000
    
    
    
    
    
    
    $
    1,222,262
    
    
    $
    7,649,505Rick J. Dobson
    
    
    1,545,000
    
    
    
    1,081,500
    
    
    
    360,500
    
    
    
    32,210
    
    
    
    25,000
    
    
    $
    1,186,804
    
    
    
    380,249
    
    
    
    4,611,263Brian Landrum
    
    
    1,995,000
    
    
    
    1,596,000
    
    
    
    532,000
    
    
    
    32,036
    
    
    
    25,000
    
    
    
    
    
    
    
    600,218
    
    
    
    4,780,254Michael L. Jines
    
    
    860,000
    
    
    
    516,000
    
    
    
    258,000
    
    
    
    37,489
    
    
    
    25,000
    
    
    
    
    
    
    
    237,494
    
    
    
    1,933,983Albert H. Myres
    
    
    649,992
    
    
    
    357,496
    
    
    
    178,748
    
    
    
    32,241
    
    
    
    25,000
    
    
    
    
    
    
    
    115,357
    
    
    
    1,358,834
 
 (1)
    
    Represents the value of outplacement services ($20,000) and financial planning services
($5,000).(2)
    
    Represents the intrinsic value of all unvested outstanding equity awards based on an assumed
price of $5.78 (closing price on December 31, 2008). Additionally, all vested unexercised
common stock options held by Messrs. Jacobs and Landrum will be settled by cash payments of
$797,780 and $89,169, respectively. There is no intrinsic value in the vested unexercised
common stock options held by Messrs. Dobson and Jines, and Mr. Myres does not have any vested
common stock options. 19
    Table of Contents  Executive Severance
  
    
    a cash severance payment equal to a multiple of salary (two in the case of Mr.
Jacobs and 1.5 in the case of Messrs. Dobson, Jines, Myres and Landrum) plus the same
multiple times the target annual incentive award, payable in a lump sum;
    
    a pro-rated target annual incentive award based on the number of days the executive
was employed during the year in which his employment was terminated, payable in cash in
a lump sum; and
    
    continued welfare benefits coverage (medical, dental and vision) for the number of
years equal to the applicable severance multiple (two in the case of Mr. Jacobs and 1.5
in the case of Messrs. Dobson, Jines, Myres and Landrum).
   Multiple of
    
    Pro-rataTarget
    
    TargetAnnual
    
    Annual
    
    WelfareMultiple
    
    Incentive
    
    Incentive
    
    BenefitsName
    
    of Salary
    
    Award
    
    Award
    
    Coverage
    
    Outplacement(1)
    
    TotalMark M. Jacobs
    
    $
    1,820,000
    
    
    $
    1,820,000
    
    
    $
    910,000
    
    
    $
    32,243
    
    
    $
    20,000
    
    
    $
    4,602,243Rick J. Dobson
    
    
    772,500
    
    
    
    540,750
    
    
    
    360,500
    
    
    
    32,210
    
    
    
    20,000
    
    
    
    1,725,960Brian Landrum
    
    
    997,500
    
    
    
    798,000
    
    
    
    532,000
    
    
    
    32,036
    
    
    
    20,000
    
    
    
    2,379,536Michael L. Jines
    
    
    645,000
    
    
    
    387,000
    
    
    
    258,000
    
    
    
    37,489
    
    
    
    20,000
    
    
    
    1,347,489Albert H. Myres
    
    
    487,494
    
    
    
    268,122
    
    
    
    178,748
    
    
    
    32,241
    
    
    
    20,000
    
    
    
    986,605
 
 (1)
    
    Outplacement services are not part of the benefits required under our executive severance
plan; however, we generally provide them for a period of 12 months.  
 Director Compensation
  20
    Table of Contents  Change in PensionValue andNonqualifiedStock
    
    Option
    
    Non-equity
    
    DeferredFees Earned or Paid
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    in Cash
    
    (1) (2)
    
    (3) (4)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalE. William Barnett
    
    
    
    
    
    $
    304,195
    
    
    $
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    309,372Sarah M. Barpoulis(5)
    
    $
    34,063
    
    
    
    87,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,619Donald J. Breeding
    
    
    97,000
    
    
    
    176,297
    
    
    
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    278,474Kirbyjon H. Caldwell
    
    
    71,250
    
    
    
    205,469
    
    
    
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    281,896Steven L. Miller
    
    
    
    
    
    
    304,609
    
    
    
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    309,786Laree E. Perez
    
    
    102,000
    
    
    
    152,494
    
    
    
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259,671Evan J. Silverstein
    
    
    60,000
    
    
    
    252,555
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312,555Joel V. Staff
    
    
    
    
    
    
    758,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    758,308William L. Transier
    
    
    106,000
    
    
    
    152,494
    
    
    
    5,177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    263,671
 
 (1)
    
    Represents the compensation expense recognized in 2008 for financial reporting purposes in
accordance with SFAS 123R, which requires us to expense the fair value of equity awards over
the vesting period applicable to the award. Amounts relate to stock and stock-based awards
granted in 2008 and prior years, disregarding the estimate of forfeitures. The fair value is
based on the average of the high and low sales prices of our common stock on the grant date.(2)
    
    The grant date fair values of the 2008 awards were as follows: Mr. Barnett  $281,429; Ms.
Barpoulis  $27,305; Mr. Breeding  $151,350; Pastor Caldwell  $181,079; Mr. Miller 
$270,179; Ms. Perez  $151,350; Mr. Silverstein  $242,693; Mr. Staff  $759,295 and Mr.
Transier  $151,350. Outstanding unvested restricted stock awards as of December 31, 2008
were as follows: Mr. Barnett  7,469; Mr. Breeding  6,000; Pastor Caldwell  12,446; Mr.
Miller  15,252; Ms. Perez  6,000; Mr. Silverstein  8,143; Mr. Staff  8,408 and Mr.
Transier  6,000.(3)
    
    Represents the compensation expense recognized in 2008 for financial reporting purposes in
accordance with SFAS 123R, which requires us to expense the fair value of equity awards over
the vesting period applicable to the award. Amounts relate to option awards granted in prior
years, disregarding the estimate of forfeitures. No option awards were made to our
non-management directors in 2008, 2007 or 2006.The fair value for options that were granted to the non-management directors was estimated at the
date of grant using the Black-Scholes option valuation model with the following weighted average
assumptions: 2005Risk-free Interest rates
    
    
    3.70
    %Dividend Yield
    
    
    Expected Volatility
    
    
    65.19
    %Expected Term
    
    5 years
 (4)
    
    As of December 31, 2008, the outstanding option awards were: Mr. Barnett  15,000; Mr.
Breeding  1,667; Pastor Caldwell  5,000; Mr. Miller  10,000; Ms. Perez  15,000; Mr.
Staff  2,058,840 and Mr. Transier  12,500.(5)
    
    Ms. Barpoulis term of office expired in May 2008.   21
    Table of Contents  Compensation Committee Interlocks and Insider Participation
  
 Compensation Committee Report
   Compensation Committee,
Donald J. Breeding (Chairperson)
Steven L. Miller
William L. Transier 22
    Table of Contents  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 Equity Compensation Plan Information
  (a)
    
    (b)
    
    (c)Number of SecuritiesNumber of
    
    Weighted-Average
    
    Remaining Available forSecurities to be Issued
    
    Exercise Price of
    
    Future Issuance UnderUpon Exercise of
    
    Outstanding
    
    Equity Compensation PlansOutstanding Options,
    
    Options, Warrants
    
    (Excluding Securities ReflectedWarrants and Rights
    
    and Rights (1)
    
    in column (a))Equity compensation
plans approved by
security
holders(2)
    
    
    8,948,655
    (3)
    
    $
    13.11
    
    
    
    23,664,819
    (4)Equity compensation
plans not approved by
security
holders(5)
    
    
    1,181,211
    (6)
    
    $
    8.28
    
    
    
    3,603,915Total
    
    
    10,129,866
    
    
    $
    12.74
    
    
    
    27,268,734
 
 (1)
    
    The weighted average exercise prices exclude shares issuable under outstanding time-based
restricted stock units (which do not have an exercise price).(2)
    
    Plans approved by stockholders include the Reliant Energy, Inc. Employee Stock Purchase Plan,
the 2002 Long-Term Incentive Plan, the Long-Term Incentive Plan of Reliant Energy, Inc. and
the Reliant Energy, Inc. Transition Stock Plan.(3)
    
    This amount includes 8,331,903 shares issuable upon the exercise of outstanding stock options
and 616,752 shares issuable pursuant to outstanding restricted stock units granted under the
2002 Long-Term Incentive Plan.(4)
    
    Includes stockholder approved reserves of 9,421,650 shares as of December 31, 2008 that may
be issued under the Employee Stock Purchase Plan and 14,243,169 shares that may be issued
under the 2002 Long-Term Incentive Plan. Under the 2002 Long-Term Incentive Plan, no more
than 25% of the shares available for future issuance are available for grant as awards of
restricted stock and non-restricted awards of common stock or units denominated in common
stock. No additional shares may be issued under the Long-Term Incentive Plan of Reliant
Energy, Inc. or the Reliant Energy, Inc. Transition Stock Plan.(5)
    
    The Reliant Energy Inc. 2002 Stock Plan permits grants of stock options, stock appreciation
rights, performance based stock awards, time-based stock awards and cash awards to all
employees other than the executive officers subject to the reporting requirements of Section
16(a) of the Exchange Act. The Board authorized 6,000,000 shares for grant upon adoption of
the 2002 Stock Plan. To the extent these 6,000,000 shares were not granted in 2002, the
excess shares were cancelled. In January 2003, an additional 6,000,000 shares were authorized
for the plan, with no more than 25% of these shares available for grant as awards of
restricted stock and non-restricted awards of common stock or units denominated in common
stock. The total number of shares available for future issuance is adjusted for new grants,
exercises, forfeitures, cancellations and terminations of outstanding awards.(6)
    
    This amount includes 699,099 shares issuable upon the exercise of outstanding stock options
and 482,112 shares issuable pursuant to outstanding restricted stock units. 23
    Table of Contents  Stock Ownership of Certain Beneficial Owners and Management
 
 Directors and Executive Officers
  Amount and Nature ofBeneficial OwnershipName of Beneficial Owner
    
    (1) (2) (3) *E. William Barnett
    
    
    122,362Donald J. Breeding
    
    
    55,716Rick J. Dobson
    
    
    22,706Mark M. Jacobs
    
    
    1,733,294Michael L. Jines
    
    
    332,548Brian Landrum
    
    
    770,162Steven L. Miller
    
    
    84,696Albert H. Myres
    
    
    11,140Laree E. Perez
    
    
    49,500Evan J. Silverstein
    
    
    44,618Joel V. Staff
    
    
    2,875,003William L. Transier
    
    
    48,980All directors and executives as a group (17 individuals)
    
    
    7,134,738
    (4)
 
 *
    
    Unless otherwise indicated, the number of shares beneficially owned represents less than 1%
of our outstanding common stock as of April 20, 2009.(1)
    
    Includes the number of shares that the directors or executives had a right to acquire as of
or within 60 days after April 20, 2009 upon the passage of time or upon separation from
service as follows: Mr. Barnett21,000; Mr. Breeding7,667; Mr. Dobson22,706; Mr.
Jacobs1,152,619; Mr. Jines295,429; Mr. Landrum570,259; Mr. Miller16,000; Mr.
Myres9,076; Ms. Perez33,500; Mr. Silverstein6,000; Mr. Staff2,150,840; Mr.
Transier18,500 and all directors and executives as a group5,129,358. For non-management
directors standing for reelection, these amounts include 6,000 shares of restricted stock to
be granted following election at the Meeting.(2)
    
    Includes shares allocated to executives under the Reliant Energy, Inc. Savings Plan and the
Reliant Energy, Inc. Employee Stock Purchase Plan as follows: Mr. Jacobs18,362; Mr.
Jines2,296; Mr. Landrum18,368; Mr. Myres 1,064; Mr. Staff11,613 and all executives as
a group91,934.(3)
    
    Includes shares of restricted stock, which the following directors have voting power but no
investment power until the restrictions lapse: Mr. Barnett12,169; Mr. Breeding6,000; Mr.
Miller19,967; Ms. Perez6,000; Mr. Silverstein11,687; Mr. Staff12,707; and Mr.
Transier6,000.(4)
    
    The number of shares beneficially owned by all directors and executives as a group represents
approximately 2% of our outstanding common stock as of April 20, 2009. 24
    Table of Contents  Principal Stockholders
  Amount and Nature of
    
    Percent ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    ClassHorizon Asset Management, Inc. 
470 Park Avenue South, 4th floor south
New York, New York 10016
    
    
    39,321,274
    
    
    
    11.4
    %AXA Assurances I.A.R.D. Mutuelle
    
    
    30,180,834
    
    
    
    8.6AXA Assurances Vie Mutuelle
26, rue Drouot
75009 Paris, FranceAXA
25, avenue Matignon
75008 Paris, FranceAXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104Capital World Investors 
333 South Hope Street
Los Angeles, California 90071
    
    
    28,671,500
    
    
    
    8.2Orbis Investment Management Limited 
Orbis Asset Management Limited
34 Bermudiana Road
Hamilton HM 11, Bermuda
    
    
    24,890,574
    
    
    
    7.1Kinetics Asset Management, Inc. 
470 Park Avenue South, 4th floor south
New York, New York 10016
    
    
    21,685,951
    
    
    
    6.3
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 
 Certain Relationships and Transactions with Related Persons
   
 Director Independence
  25
    Table of Contents  Item 14. Principal Accountant Fees and Services.
  2007
    
    
    2008Audit Fees
    
    $
    4,912,500
    
    
    $
    4,429,000Audit-Related Fees
    
    
    35,500
    
    
    
    Tax Fees
    
    
    57,490
    
    
    
    112,050All Other Fees
    
    
    
    
    
    
    Total
    
    $
    5,005,490
    
    
    $
    4,541,050
 Audit Fees
 Audit-Related Fees
 Tax Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
 26
    Table of Contents  PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    List of Documents Filed as Part of This Report
   SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference2.1
    
    Asset Purchase Agreement by and
among Reliant Energy Channelview LP,
Reliant Energy Services Channelview
LLC and GIM Channelview
Cogeneration, LLC entered into June
9, 2008 and dated as of April 3,
2008
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2008
    
    1-16455
    
    
    2.12.2
    
    Asset Purchase Agreement for Bighorn
power plant by and among Reliant
Energy Wholesale Generation, LLC,
Reliant Energy Asset Management, LLC
and Nevada Power Company dated as of
April 21, 2008
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended March 31,
2008
    
    1-16455
    
    
    2.12.3
    
    Amendment No. 1 to Asset Purchase
Agreement for Bighorn power plant by
and among Reliant Energy Wholesale
Generation, LLC, Reliant Energy
Asset Management, LLC and Nevada
Power Company, dated as of May 12,
2008
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2008
    
    1-16455
    
    
    2.22.4
    
    LLC Membership Interest Purchase
Agreement by and between Reliant
Energy, Inc. and NRG Retail LLC,
dated as of February 28, 2009
(Portions of this Exhibit have been
omitted pursuant to a request for
confidential treatment)
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    2.43.1
    
    Third Restated Certificate of
Incorporation
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    3.13.2
    
    Fourth Amended and Restated Bylaws
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed November 18,
2008
    
    1-16455
    
    
    3.14.1
    
    Specimen Stock Certificate
    
    Reliant Energy, Inc.s
Amendment No. 5 to
Registration Statement
on Form S-1, filed
March 23, 2001
    
    333-48038
    
    
    4.1
 27
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference4.2
    
    Rights Agreement between Reliant
Resources, Inc. and The Chase
Manhattan Bank, as Rights Agent,
including a form of Rights
Certificate, dated as of January 15,
2001
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    4.24.3
    
    Senior Indenture relating to the
6.75% Senior Secured Notes due 2014
among Reliant Energy, Inc. and
Wilmington Trust Company, dated as
of December 22, 2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    4.14.4
    
    First Supplemental Indenture
relating to the 6.75% Senior Secured
Notes due 2014, among Reliant
Energy, Inc., the Guarantors listed
therein and Wilmington Trust
Company, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    4.24.5
    
    Second Supplemental Indenture
relating to the 6.75% Senior Secured
Notes due 2014, among Reliant
Energy, Inc., the Guarantors listed
therein and Wilmington Trust
Company, dated as of September 21,
2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    4.184.6
    
    Third Supplemental Indenture
relating to the 6.75% Senior Secured
Notes due 2014, among Reliant
Energy, Inc., the Guarantors listed
therein and Wilmington Trust
Company, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    4.34.7
    
    Indenture between Orion Power
Holdings, Inc. and Wilmington Trust
Company, dated as of April 27, 2000
    
    Orion Power Holdings,
Inc.s Registration
Statement on Form S-1,
filed August 18, 2000
    
    333-44118
    
    
    4.14.8
    
    Fourth Supplemental Indenture
relating to the 7.625% Senior Notes
due 2014, among Reliant Energy,
Inc., the Guarantors listed therein
and Wilmington Trust Company, dated
as of June 13, 2007
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed June 15,
2007
    
    1-16455
    
    
    4.14.9
    
    Fifth Supplemental Indenture
relating to the 7.875% Senior Notes
due 2017, among Reliant Energy,
Inc., the Guarantors listed therein
and Wilmington Trust Company, dated
as of June 13, 2007
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed June 15,
2007
    
    1-16455
    
    
    4.210.1
    
    Master Separation Agreement between
Reliant Resources, Inc. and Reliant
Energy, Incorporated, dated as of
December 31, 2000
    
    CenterPoint Energy
Houston Electric, LLCs
(formerly known as
Reliant Energy,
Incorporated) Quarterly
Report on Form 10-Q for
the period ended March
31, 2001
    
    1-3187
    
    
    10.110.2
    
    Tax Allocation Agreement between
Reliant Resources, Inc. and Reliant
Energy, Incorporated, dated as of
December 31, 2000
    
    CenterPoint Energy
Houston Electric, LLCs
(formerly known as
Reliant Energy,
Incorporated) Quarterly
Report on Form 10-Q for
the period ended March
31, 2001
    
    1-3187
    
    
    10.810.3A
    
    Amended and Restated Credit Sleeve
and Reimbursement Agreement among
Reliant Energy Power Supply, LLC,
the Guarantors listed therein,
Merrill Lynch Commodities, Inc. and
Merrill Lynch & Co., Inc., dated as
of August 1, 2007
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended September
30, 2007
    
    1-16455
    
    
    10.1A
 28
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.3B
    
    Schedules and Exhibits to the
Amended and Restated Credit Sleeve
and Reimbursement Agreement dated as
of August 1, 2007 (Portions of this
Exhibit have been omitted pursuant
to a request for confidential
treatment which has been granted)
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended September
30, 2007
    
    1-16455
    
    
    10.1B10.4
    
    Amendment No. 1 to Amended and
Restated Credit Sleeve and
Reimbursement Agreement, dated as of
September 18, 2007 (Portions of this
Exhibit have been omitted pursuant
to a request for confidential
treatment which has been granted)
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2008
    
    1-16455
    
    
    10.110.5
    
    Amendment No. 2 to Amended and
Restated Credit Sleeve and
Reimbursement Agreement, dated as of
April 22, 2008
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2008
    
    1-16455
    
    
    10.210.6
    
    Amendment No. 3 to Amended and
Restated Credit Sleeve and
Reimbursement Agreement, dated as of
May 8, 2008 (Portions of this
Exhibit have been omitted pursuant
to a request for confidential
treatment which has been granted)
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2008
    
    1-16455
    
    
    10.310.7
    
    Amendment No. 4 to Amended and
Restated Credit Sleeve and
Reimbursement Agreement, dated as of
July 24, 2008 (Portions of this
Exhibit have been omitted pursuant
to a request for confidential
treatment)
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended September
30, 2008
    
    1-16455
    
    
    10.110.8
    
    Participating Preferred Stock
Purchase Agreement by and between
Reliant Energy, Inc. and FR Reliant
Holdings LP dated as of October 10,
2008
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed October 16,
2008
    
    1-16455
    
    
    10.110.9
    
    Guarantee Agreement relating to
Pennsylvania Economic Development
Financing Authoritys Exempt
Facilities Revenue Bonds (Reliant
Energy Seward, LLC Project), Series
2001A, among Reliant Energy, Inc.,
the Subsidiary Guarantors defined
therein and J.P. Morgan Trust
Company, National Association, as
trustee, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    10.210.10
    
    Guarantee Agreement relating to
Pennsylvania Economic Development
Financing Authoritys Exempt
Facilities Revenue Bonds (Reliant
Energy Seward, LLC Project), Series
2002A, among Reliant Energy, Inc.,
the Subsidiary Guarantors defined
therein and J.P. Morgan Trust
Company, National Association, as
trustee, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    10.3
 29
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.11
    
    Guarantee Agreement relating to
Pennsylvania Economic Development
Financing Authoritys Exempt
Facilities Revenue Bonds (Reliant
Energy Seward, LLC Project), Series
2002B, among Reliant Energy, Inc.,
the Subsidiary Guarantors defined
therein and J.P. Morgan Trust
Company, National Association, as
trustee, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    10.410.12
    
    Guarantee Agreement relating to
Pennsylvania Economic Development
Financing Authoritys Exempt
Facilities Revenue Bonds (Reliant
Energy Seward, LLC Project), Series
2003A, among Reliant Energy, Inc.,
the Subsidiary Guarantors defined
therein and J.P. Morgan Trust
Company, National Association, as
trustee, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K filed December 27,
2004
    
    1-16455
    
    
    10.510.13
    
    Guarantee Agreement relating to
Pennsylvania Economic Development
Financing Authoritys Exempt
Facilities Revenue Bonds (Reliant
Energy Seward, LLC Project), Series
2004A, among Reliant Energy, Inc.,
the Subsidiary Guarantors defined
therein and J.P. Morgan Trust
Company, National Association, as
trustee, dated as of December 22,
2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 27,
2004
    
    1-16455
    
    
    10.610.14
    
    Supplemental Guarantee Agreement
relating to Pennsylvania Economic
Development Financing Authoritys
Exempt Facilities Revenue Bonds
(Reliant Energy Seward, LLC
Project), Series 2001A, among
Reliant Energy Power Supply, LLC,
Reliant Energy, Inc., the Subsidiary
Guarantors as defined in the
Guarantee Agreement and J.P. Morgan
Trust Company, National Association,
as trustee, dated as of September
21, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    10.1410.15
    
    Supplemental Guarantee Agreement
relating to Pennsylvania Economic
Development Financing Authoritys
Exempt Facilities Revenue Bonds
(Reliant Energy Seward, LLC
Project), Series 2002A, among
Reliant Energy Power Supply, LLC,
Reliant Energy, Inc., the Subsidiary
Guarantors as defined in the
Guarantee Agreement and J.P. Morgan
Trust Company, National Association,
as trustee, dated as of September
21, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    10.1510.16
    
    Supplemental Guarantee Agreement
relating to Pennsylvania Economic
Development Financing Authoritys
Exempt Facilities Revenue Bonds
(Reliant Energy Seward, LLC
Project), Series 2002B, among
Reliant Energy Power Supply, LLC,
Reliant Energy, Inc., the Subsidiary
Guarantors as defined in the
Guarantee Agreement and J.P. Morgan
Trust Company, National Association,
as trustee, dated as of September
21, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    10.16
 30
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.17
    
    Supplemental Guarantee Agreement
relating to Pennsylvania Economic
Development Financing Authoritys
Exempt Facilities Revenue Bonds
(Reliant Energy Seward, LLC
Project), Series 2003A, among
Reliant Energy Power Supply, LLC,
Reliant Energy, Inc., the Subsidiary
Guarantors as defined in the
Guarantee Agreement and J.P. Morgan
Trust Company, National Association,
as trustee, dated as of September
21, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    10.1710.18
    
    Supplemental Guarantee Agreement
relating to Pennsylvania Economic
Development Financing Authoritys
Exempt Facilities Revenue Bonds
(Reliant Energy Seward, LLC
Project), Series 2004A, among
Reliant Energy Power Supply, LLC,
Reliant Energy, Inc., the Subsidiary
Guarantors as defined in the
Guarantee Agreement and J.P. Morgan
Trust Company, as trustee, dated as
of September 21, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2006
    
    1-16455
    
    
    10.1810.19
    
    Second Supplemental Guarantee
Agreement relating to Pennsylvania
Economic Development Financing
Authoritys Exempt Facilities
Revenue Bonds (Reliant Energy
Seward, LLC Project), Series 2001A,
among Reliant Energy, Inc., the
Subsidiary Guarantors as defined in
the Guarantee Agreement and The Bank
of New York Trust Company, N.A., as
trustee, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    10.110.20
    
    Second Supplemental Guarantee
Agreement relating to Pennsylvania
Economic Development Financing
Authoritys Exempt Facilities
Revenue Bonds (Reliant Energy
Seward, LLC Project), Series 2002A,
among Reliant Energy, Inc., the
Subsidiary Guarantors as defined in
the Guarantee Agreement and The Bank
of New York Trust Company, N.A., as
trustee, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    10.210.21
    
    Second Supplemental Guarantee
Agreement relating to Pennsylvania
Economic Development Financing
Authoritys Exempt Facilities
Revenue Bonds (Reliant Energy
Seward, LLC Project), Series 2002B,
among Reliant Energy, Inc., the
Subsidiary Guarantors as defined in
the Guarantee Agreement and The Bank
of New York Trust Company, N.A., as
trustee, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    10.3
 31
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.22
    
    Second Supplemental Guarantee
Agreement relating to Pennsylvania
Economic Development Financing
Authoritys Exempt Facilities
Revenue Bonds (Reliant Energy
Seward, LLC Project), Series 2003A,
among Reliant Energy, Inc., the
Subsidiary Guarantors as defined in
the Guarantee Agreement and The Bank
of New York Trust Company, N.A., as
trustee, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    10.410.23
    
    Third Supplemental Guarantee
Agreement relating to Pennsylvania
Economic Development Financing
Authoritys Exempt Facilities
Revenue Bonds (Reliant Energy
Seward, LLC Project), Series 2004A,
among Reliant Energy, Inc., the
Subsidiary Guarantors as defined in
the Guarantee Agreement and The Bank
of New York Trust Company, N.A., as
trustee, dated as of December 1,
2006
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed December 7,
2006
    
    1-16455
    
    
    10.510.24
    
    Credit and Guaranty Agreement among
Reliant Energy, Inc., as Borrower,
the Other Loan Parties referred to
therein as guarantors, the lenders
party thereto, Deutsche Bank AG New
York Branch, as Administrative Agent
and Collateral Agent, Deutsche Bank
Securities Inc. and J.P. Morgan
Securities Inc., as Joint Lead
Arrangers, Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc.,
Goldman Sachs Credit Partners L.P.,
Merrill Lynch Capital Corporation
and ABN AMRO Bank N.V., as Joint
Bookrunners with respect to the
Revolving Credit Facility and
Deutsche Bank Securities Inc., J.P.
Morgan Securities Inc., Goldman
Sachs Credit Partners L.P., Merrill
Lynch Capital Corporation and Bear,
Sterns & Co. Inc., as Joint
Bookrunners with respect to the
Pre-Funded L/C Facility, dated as of
June 12, 2007
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed June 15,
2007
    
    1-16455
    
    
    1.110.25
    
    Facility Lease Agreement between
Conemaugh Lessor Genco LLC and
Reliant Energy Mid-Atlantic Power
Holdings, LLC, dated as of August
24, 2000
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.6a10.26
    
    Schedule identifying substantially
identical agreements to Facility
Lease Agreement constituting Exhibit
10.25
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.6b10.27
    
    Pass Through Trust Agreement between
Reliant Energy Mid-Atlantic Power
Holdings, LLC and Bankers Trust
Company, made with respect to the
formation of the Series A Pass
Through Trust and the issuance of
8.554% Series A Pass Through
Certificates, dated as of August 24,
2000
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.4a
 32
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.28
    
    Schedule identifying substantially
identical agreements to Pass Through
Trust Agreement constituting Exhibit
10.27
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.4b10.29
    
    Participation Agreement among (i)
Conemaugh Lessor Genco LLC, as Owner
Lessor; (ii) Reliant Energy
Mid-Atlantic Power Holdings, LLC, as
Facility Lessee; (iii) Wilmington
Trust Company, as Lessor Manager;
(iv) PSEGR Conemaugh Generation,
LLC, as Owner Participant; (v)
Bankers Trust Company, as Lease
Indenture Trustee; and (vi) Bankers
Trust Company, as Pass Through
Trustee, dated as of August 24, 2000
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.5a10.30
    
    Schedule identifying substantially
identical agreements to
Participation Agreement constituting
Exhibit 10.29
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.5b10.31
    
    First Amendment to Participation
Agreement, dated as of November 15,
2001
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.2010.32
    
    Schedule identifying substantially
identical agreements to First
Amendment to Participation Agreement
constituting Exhibit 10.31
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.2110.33
    
    Second Amendment to Participation
Agreement, dated as of June 18, 2003
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.2210.34
    
    Schedule identifying substantially
identical agreements to Second
Amendment to Participation Agreement
constituting Exhibit 10.33
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.2310.35
    
    Lease Indenture of Trust, Mortgage
and Security Agreement between
Conemaugh Lessor Genco LLC, as Owner
Lessor, and Bankers Trust Company,
as Lease Indenture Trustee, dated as
of August 24, 2000
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.8a10.36
    
    Schedule identifying substantially
identical agreements to Lease
Indenture of Trust constituting
Exhibit 10.35
    
    Reliant Energy
Mid-Atlantic Power
Holdings, LLCs
Registration Statement
on Form S-4, filed
December 8, 2000
    
    333-51464
    
    
    4.8b10.37
    
    Purchase and Sale Agreement by and
between Orion Power Holdings, Inc.,
Reliant Energy, Inc., Great Lakes
Power Inc. and Brascan Corporation,
dated as of May 18, 2004
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed May 21, 2004
    
    1-16455
    
    
    99.2
 33
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference10.38
    
    Purchase and Sale Agreement between
Orion Power Holdings, Inc., as
Seller, Reliant Energy, Inc., as
Guarantor, and Astoria Generating
Company Acquisitions, L.L.C., as
Buyer, dated as of September 30,
2005
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed October 6,
2005
    
    1-16455
    
    
    10.110.39
    
    Settlement and Release of Claims
Agreement among each of the Reliant
Parties, OMOI, each of the
California Parties, each of the
Additional Claimants, each of the
Class Action Parties and each of the
Local Governmental Parties (each as
defined therein), dated as of
October 12, 2005
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed October 20,
2005
    
    1-16455
    
    
    10.1*10.40
    
    Executive Life Insurance Plan,
effective as of January 1, 1994,
including the first and second
amendments thereto (Reliant Energy,
Inc. has adopted certain obligations
under this plan with respect to
Brian Landrum)
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    10.30*10.41
    
    Transition Stock Plan, effective as
of May 4, 2001
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2001
    
    1-16455
    
    
    10.37*10.42
    
    2002 Stock Plan, effective as of
March 1, 2002
    
    Reliant Energy, Inc.s
Registration Statement
on Form S-8, filed
April 19, 2002
    
    333-86610
    
    
    4.5*10.43
    
    Annual Incentive Compensation Plan,
effective as of January 1, 2001
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2001
    
    1-16455
    
    
    10.9*10.44
    
    First Amendment to Annual Incentive
Compensation Plan, dated as of
September 27, 2007
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.44*10.45
    
    2002 Annual Incentive Compensation
Plan for Executive Officers,
effective as of March 1, 2002
    
    Reliant Energy, Inc.s
2002 Proxy Statement on
Schedule 14A
    
    1-16455
    
    Appendix I*10.46
    
    First Amendment to 2002 Annual
Incentive Compensation Plan for
Executive Officers, dated as of
September 27, 2007
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.46*10.47
    
    Long-Term Incentive Plan, effective
as of January 1, 2001
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2001
    
    1-16455
    
    
    10.10*10.48
    
    2002 Long-Term Incentive Plan,
effective as of June 6, 2002
    
    Reliant Energy, Inc.s
Registration Statement
on Form S-8, filed
April 19, 2002
    
    333-86612
    
    
    4.5*10.49
    
    Deferral Plan, effective as of
January 1, 2002
    
    Reliant Energy, Inc.s
Registration Statement
on Form S-8, filed
December 7, 2001
    
    333-74790
    
    
    4.1*10.50
    
    First Amendment to Deferral Plan,
effective as of January 14, 2003
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2003
    
    1-16455
    
    
    10.5
 34
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.51
    
    Second Amendment to Deferral Plan,
effective as of December 31, 2004
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.51*10.52
    
    Deferral and Restoration Plan,
effective as of January 1, 2005
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10..52*10.53
    
    Successor Deferral Plan, effective
as of January 1, 2002
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2004
    
    1-16455
    
    
    10.30*10.54
    
    Deferred Compensation Plan,
effective as of September 1, 1985,
including the first nine amendments
thereto (This is now a part of the
plan listed as Exhibit 10.53)
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    10.25*10.55
    
    Deferred Compensation Plan, as
amended and restated effective as of
January 1, 1989, including the first
nine amendments thereto (This is now
a part of the plan listed as Exhibit
10.53)
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    10.26*10.56
    
    Deferred Compensation Plan, as
amended and restated effective as of
January 1, 1991, including the first
ten amendments thereto (This is now
a part of the plan listed as Exhibit
10.53)
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    10.27*10.57
    
    Benefit Restoration Plan, as amended
and restated effective as of July 1,
1991, including the first amendment
thereto (This is now a part of the
plan listed as Exhibit 10.53)
    
    Reliant Energy, Inc.s
Amendment No. 8 to
Registration Statement
on Form S-1, filed
April 27, 2001
    
    333-48038
    
    
    10.12*10.58
    
    Key Employee Award Program 2004-2006
of the 2002 Long-Term Incentive Plan
and the Form of Agreement for Key
Employee Award Program, effective as
of February 13, 2004
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2004
    
    1-16455
    
    
    10.1*10.59
    
    First Amendment to the Key Employee
Award Program, effective as of
August 10, 2005
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.44*10.60
    
    Form of 2002 Stock Plan Nonqualified
Stock Option Award Agreement, 2003
Grants
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2004
    
    1-16455
    
    
    10.39*10.61
    
    Form of Change in Control Agreement
for CEO, CFO and COO
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.61*10.62
    
    Form of Change in Control Agreement
for certain officers other than CEO,
CFO and COO
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.62*10.63
    
    Reliant Energy, Inc. Executive
Severance Plan, effective as of
January 1, 2006
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2005
    
    1-16455
    
    
    10.57
 35
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.64
    
    First Amendment to Reliant Energy,
Inc. Executive Severance Plan, dated
as of September 27, 2007
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.64*10.65
    
    Form of 2002 Long-Term Incentive
Plan Nonqualified Stock Option Award
Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2004
    
    1-16455
    
    
    10.53*10.66
    
    Form of 2002 Long-Term Incentive
Plan Restricted Stock Award
Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2004
    
    1-16455
    
    
    10.54*10.67
    
    Form of Amendment of 2002 Long-Term
Incentive Plan Restricted Stock
Award Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.67*10.68
    
    Form of 2002 Long-Term Incentive
Plan Quarterly Restricted and
Premium Restricted Stock Units Award
Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2004
    
    1-16455
    
    
    10.55*10.69
    
    Form of 2002 Long-Term Incentive
Plan Quarterly Common Stock and
Premium Restricted Stock Award
Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2007
    
    1-16455
    
    
    10.65*10.70
    
    Form of 2002 Long-Term Incentive
Plan Restricted Stock Award
Agreement for Directors
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2007
    
    1-16455
    
    
    10.66*10.71
    
    Form of Long-Term Incentive Plan
Restricted Stock Award Agreement for
Directors initial grant
    
    Reliant Energy, Inc.s
Current Report on Form
8-K, filed August 24,
2006
    
    1-16455
    
    
    10.1*10.72
    
    Reliant Energy, Inc. Non-Employee
Directors Compensation Program,
effective as of October 13, 2008
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.72*10.73
    
    2002 Long-Term Incentive Plan
2008 Long-Term Incentive Award
Program for officers (Form of
Agreement included with Program)
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended March 31,
2008
    
    1-16455
    
    
    10.1*10.74
    
    2002 Long-Term Incentive Plan
2007 Long-Term Incentive Award
Program for Officers
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended March 30,
2007
    
    1-16455
    
    
    10.1*10.75
    
    Form of 2002 Long-Term Incentive Plan
2007 Long-Term Incentive Award
Agreement for Officers
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended March 30,
2007
    
    1-16455
    
    
    10.2*10.76
    
    2002 Long-Term Incentive Plan
2007 Long-Term Incentive Award
Agreement for Mark Jacobs
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    10.3*10.77
    
    2002 Long-Term Incentive Plan
Amendment to Nonqualified Stock
Option Award Agreement by and
between Reliant Energy, Inc. and
Joel V. Staff dated as of May 16,
2007  March 12, 2003 grant
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    10.4
 36
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference*10.78
    
    2002 Long-Term Incentive Plan
Amendment to Nonqualified Stock
Option Award Agreement by and
between Reliant Energy, Inc. and
Joel V. Staff dated as of May 16,
2007  May 8, 2003 grant
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    10.5*10.79
    
    2002 Long-Term Incentive Plan
Amendment to Nonqualified Stock
Option Award Agreement by and
between Reliant Energy, Inc. and
Joel V. Staff dated as of May 16,
2007  August 23, 2003 grant
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    10.6*10.80
    
    2002 Long-Term Incentive Plan
Amendment to Key Employee Award
Program 2004-2006 Agreement by and
between Reliant Energy, Inc. and
Joel V. Staff dated as of May 16,
2007  February 13, 2004 grant
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended June 30,
2007
    
    1-16455
    
    
    10.7*10.81
    
    2002 Long-Term Incentive Plan
Long-Term Incentive Award Agreement
for Rick J. Dobson
    
    Reliant Energy, Inc.s
Quarterly Report on
Form 10-Q for the
period ended September
30, 2007
    
    1-16455
    
    
    10.2*10.82
    
    2002 Long-Term Incentive Plan
Long-Term Incentive Award Agreement
for Albert H. Myres, Sr.
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2007
    
    1-16455
    
    
    10.77*10.83
    
    2002 Long-Term Incentive Plan
Long-Term Incentive Award Agreement
for Charles Griffey
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2007
    
    1-16455
    
    
    10.7810.84
    
    Guarantee by NRG Energy, Inc., as
Guarantor, in favor of Reliant
Energy, Inc. dated as of February
28, 2009
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.8410.85
    
    Agreement Regarding Prosecution of
Litigation by and among Merrill
Lynch Commodities, Inc., Merrill
Lynch & Co., Inc., Reliant Energy
Power Supply, LLC, RERH Holdings,
LLC, Reliant Energy Retail Holdings,
LLC, Reliant Energy Retail Services,
LLC, RE Retail Receivables, LLC and
Reliant Energy Solutions East, LLC
dated as of February 28, 2009
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    10.8512.1
    
    Reliant Energy, Inc. and
Subsidiaries Ratio of Earnings from
Continuing Operations to Fixed
Charges
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    12.121.1
    
    Subsidiaries of Reliant Energy, Inc.
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    21.123.1
    
    Consent of KPMG LLP, independent
registered public accounting firm of
Reliant Energy, Inc.
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    23.1+31.1
    
    Certification of the Chief Executive
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
 37
    Table of Contents  SEC File orExhibit
    
    
    
    Reporter or Registration
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Statement
    
    Number
    
    Reference+31.2
    
    Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive
Officer and Chief Financial Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, United
States Code)
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    32.199.1
    
    Interim Period Agreement regarding
the LLC Membership Interest Purchase
Agreement by and among Merrill Lynch
Commodities, Inc., Merrill Lynch &
Co., Inc., Reliant Energy, Inc.,
Reliant Energy Corporate Services,
LLC, Reliant Energy Power Supply,
LLC, RERH Holdings, LLC, Reliant
Energy Retail Holdings, LLC, Reliant
Energy Retail Services, LLC, RE
Retail Receivables, LLC and Reliant
Energy Solutions East, LLC dated as
of February 28, 2009
    
    Reliant Energy, Inc.s
Annual Report on Form
10-K for the year ended
December 31, 2008
    
    1-16455
    
    
    99.1
 38
    Table of Contents  SIGNATURES
  Reliant Energy, Inc.
(Registrant)April 30, 2009
    By:
    /s/Mark M. JacobsMark M. JacobsPresident and
Chief Executive Officer 39