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                                                                     EXHIBIT 4.5


              RELIANT RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN
                   (AS ESTABLISHED EFFECTIVE JANUARY 1, 2001)

1. PURPOSE

         The Reliant Resources, Inc. Employee Stock Purchase Plan is designed to
encourage and assist all employees of Reliant Resources, Inc., a Delaware
corporation ("Resources"), and Subsidiaries, where permitted by applicable laws
and regulations, to acquire an equity interest in Resources through the purchase
of shares of Common Stock, par value $.001 per share, of Resources. It is
intended that this Plan shall constitute an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended.

2. DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
meanings set forth below, unless the context clearly requires otherwise.

         "Board" means the Board of Directors of Resources.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means either the Benefits Committee of Reliant Energy,
Incorporated or the appropriately designated committee of Resources, whichever
is then empowered by the Board pursuant to Section 3.

         "Common Stock" means the Common Stock, par value $.001 per share, of
Resources.

         "Company" means Resources or any Subsidiary.

         "Compensation" means the total cash compensation actually paid for
personal services to the respective Participant by the Company during the
applicable payroll period plus any amounts contributed by the Company pursuant
to a salary reduction agreement under Code Section 401(k) and any amounts not
includable in gross income of the Participant under Code Section 125.
Compensation specifically includes salaries, wages, commissions, overtime pay,
performance-based bonuses paid in cash, and any other payments of compensation
which would be subject to tax under Code Section 3101d(a), without the dollar
limitation of Code Section 3121d(a)(1). Compensation specifically excludes (i)
expense allowances; (ii) benefits received under the Long-Term Disability Plan
of the Company, (iii) contributions of the Company to or benefits under the
Reliant Energy, Incorporated Savings Plan (or any successor savings plan
contributed to by the Company) or any other welfare or deferred compensation
plan not expressly included above; and (iv) any payments made in connection with
a Participant's termination of employment or severance pay. The Compensation of
the respective Participants as reflected by the books and records of the Company
shall be conclusive.



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         "Custodian" means the bank or financial institution designated by the
Committee for the purpose of holding shares and cash amounts allocated to
Participants' accounts under the Plan.

         "Effective Date" means January 1, 2001.

         "Employee" means any individual employed by the Company.

         "Enrollment Period" means the period prescribed for enrollment in a
Purchase Period by the Committee from time to time.

         "Fair Market Value" means the average of the highest and lowest sale
price per share of the Common Stock as quoted in the Wall Street Journal,
excluding any after-market trades; provided, however, that Fair Market Value on
the Grant Date for the initial Purchase Period shall be the price per share of
Common Stock set on the IPO Pricing Date, as set forth in the final prospectus
relating to the IPO.

         "Grant Date" means the first trading day of the Purchase Period or such
other trading day designated by the Committee.

         "IPO" means the first time a registration statement filed under the
Securities Act of 1933 and respecting an underwritten primary offering by the
Company of shares of Common Stock is declared effective under that Act and the
shares registered by that registration statement are issued and sold by the
Company (otherwise than pursuant to the exercise of any overallotment option).

         "IPO Closing Date" means the date on which the Company first receives
payment for the shares of Common Stock it sells in the IPO.

         "IPO Pricing Date" means the date of the execution and delivery of an
underwriting or other purchase agreement among the Company and the underwriters
relating to the IPO setting forth the price at which shares of Common Stock will
be issued and sold by the Company to the underwriters and the terms and
conditions thereof.

         "Maximum Dollar Limitation" means $21,250.

         "Maximum Share Limitation" means, for each calendar year, a number of
shares of Common Stock the fair market value of which does not exceed $25,000.
For this purpose, the Fair Market Value of a share of Common Stock is determined
as of the Grant Date for the Purchase Period for which the shares were
purchased. The shares purchased in each Purchase Period during a calendar year
are aggregated for this purpose.

         "New Purchase Date" means the new Purchase Date set by the Committee
pursuant to Section 21.

         "Participant" means an Employee who participates in this Plan.



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         "Plan" means this Reliant Resources, Inc. Employee Stock Purchase Plan,
as amended from time to time.

         "Purchase Date" means the last trading day of the Purchase Period or
such other trading date designated by the Committee.

         "Purchase Period" means the period over which payroll deductions are
made and at the end of which shares are purchased as described in Section 7.

         "Subsidiary" means any corporation (a) in an unbroken chain of
corporations beginning or ending with Resources if, on or after the Effective
Date, each of the corporations other than the last corporation in the chain owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in the chain and (b)
which has been designated by the Committee as a Subsidiary for purposes of this
Plan. The designated Subsidiaries as of the Effective Date are set forth on
Exhibit A attached hereto.

3. ADMINISTRATION OF THE PLAN

         Until such time as the Board determines, the Plan shall be administered
by the Benefits Committee of Reliant Energy, Incorporated. Upon the Board's
designation, the Plan shall be administered by a Resources committee appointed
by the Board. The Committee shall supervise the administration and enforcement
of the Plan according to its terms and provisions and shall have all powers
necessary to accomplish these purposes and discharge its duties hereunder
including, but not by way of limitation, the power to (i) employ and compensate
agents of the Committee for the purpose of administering the accounts of
participating employees; (ii) construe or interpret the Plan; (iii) determine
all questions of eligibility; and (iv) compute the amount and determine the
manner and time of payment of all benefits according to the Plan hereunder.

         The Committee may act by unanimous decision of its members at a regular
or special meeting of the Committee or by decision reduced to writing and signed
by all members of the Committee without holding a formal meeting. Vacancies in
the membership of the Committee arising from death, resignation or other
inability to serve shall be filled by appointment of the Board. The Committee
may delegate its duties and authority under this Plan to one or more officers of
the Company, and actions taken by such duly authorized officers shall be deemed
to be actions of the Committee.

4. NATURE AND NUMBER OF SHARES

         The Common Stock subject to issuance under the terms of the Plan shall
be shares of authorized but unissued shares or previously issued shares
reacquired and held by Resources. Except as provided in Section 21 hereof, no
more than 3,000,000 shares of Common Stock may be issued under the Plan. All
shares purchased under the Plan, regardless of source, shall be counted against
this share limitation.



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5. ELIGIBILITY REQUIREMENTS

         Each Employee, except as described in the next following paragraph,
shall become eligible to elect to participate in the Plan in accordance with
Section 6 during the first Enrollment Period following employment by the
Company. Participation in the Plan is voluntary.

         The following Employees are not eligible to participate in the Plan:

                  (i) Employees who would, immediately upon enrollment in the
         Plan, own directly or indirectly, or hold options or rights to acquire,
         an aggregate of 5% or more of the total combined voting power or value
         of all outstanding shares of all classes of the Company or any
         subsidiary; or

                  (ii) Employees who are prohibited (or for whom participation
         is made impractical) by the laws and regulations of the nation of their
         residence or employment from participating in the Plan as determined by
         the Committee; or

                  (iii) Employees subject to a collective bargaining agreement
         if the exclusion of such employees is the result of good faith
         bargaining regarding the provision of benefits to such employees.

6. ENROLLMENT

         Each eligible Employee of the Company as of the IPO Closing Date shall
be automatically enrolled in the Plan with an option to purchase a number of
shares purchasable with up to fifteen percent (15%) of the employee's
Compensation earned during the initial Purchase Period at the price determined
under the provisions of Section 10. As soon as administratively feasible after
the IPO Closing Date, each eligible Employee shall be entitled to withdraw from
participation in the Plan or elect to participate in the Plan through payroll
deductions.

         Each other eligible Employee of Resources or a participating Subsidiary
who thereafter becomes eligible to participate may enroll in the Plan during the
Enrollment Period which begins following the date he first meets the eligibility
requirements of Section 5. Any eligible Employee not enrolling in the Plan when
first eligible may enroll in the Plan during the Enrollment Period for any
subsequent Purchase Period. Any eligible Employee may enroll or re-enroll in the
Plan during an Enrollment Period effective as of the beginning of the applicable
Purchase Period. An eligible Employee must enroll by following the procedures
required by the Committee.

7. METHOD OF PAYMENT

         Payment for shares is to be made as of the applicable Purchase Date
through payroll deductions over the Plan's Purchase Period, with the first such
deduction generally commencing with the payroll period ending after the
commencement of a Purchase Period. Each Purchase Period under the Plan shall be
a period of six (6) calendar months beginning on each July 1 and



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January 1 or such other period as the Committee may prescribe; provided,
however, that the first Purchase Period will begin on the IPO Closing Date and
end on December 31, 2001. Each Participant will authorize such deductions from
his pay for each payroll period during the Purchase Period and such amounts will
be deducted in conformity with his employer's payroll deduction schedule;
provided, however, that payroll withholding during the initial Purchase Period
will begin (for the Participants who elect such withholding) as soon as
administratively feasible after the IPO Closing Date as determined by the
Committee in its discretion.

         Each Participant may elect to make contributions each pay period in
amounts not less than one percent (1%) and not more than fifteen percent (15%),
in whole percentage increments, or such other percentages as the Committee may
establish from time to time for an Enrollment Period for all purchases to occur
during the relevant Purchase Period, of his Compensation during such Purchase
Period. The rate of contribution shall be designated by the Participant in the
manner prescribed by the Committee.

         A Participant may elect to increase or decrease the rate of
contribution twice each Purchase Period (other than during the Enrollment
Period) in the manner prescribed by the Committee (but in no event may such
increase or decrease be made later than 15 business days prior to the end of the
Purchase Period). The increase or decrease will be effective as soon as
administratively feasible after the election is made in the manner prescribed by
the Committee.

         A Participant may also elect to withdraw his contributions at any time
during the Purchase Period (but in no event later than 15 business days prior to
the end of the Purchase Period), by giving notice in the manner prescribed by
the Committee, and the withdrawal election will be effective as soon as
administratively feasible after it is received by the Committee. Any Participant
who withdraws his contributions during any Purchase Period cannot resume payroll
deductions during such Purchase Period and must re-enroll in the Plan in a
subsequent Enrollment Period in order to participate in a later Purchase Period.

         No more than the maximum contribution permitted any Participant under
Section 10 can be accumulated including dividends, if applicable. Except in the
case of a withdrawal of contributions in the previous paragraph or termination
of employment as described in Section 12, the amount in a Participant's account
at the end of the Purchase Period will be applied to the purchase of the shares.

8. CREDITING OF CONTRIBUTIONS AND DIVIDENDS

         Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Amounts credited to a
Participant's account will not be credited with interest. Dividends, if any, on
shares held in a Participant's account in the Plan will be credited to such
Participant's account and will be held by the Custodian.

9. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT

         Enrollment in the Plan by an Employee effective as of the beginning of
a Purchase Period will constitute the grant by the Company to the Participant of
the right to purchase shares of



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Common Stock under the Plan. Re-enrollment by a Participant in the Plan (but not
merely an increase or decrease in the rate of contributions) will constitute a
grant (as of the beginning of the Purchase Period for which such re-enrollment
occurs) by the Company to the Participant of a new opportunity to purchase
shares. A Participant who has not terminated employment and has not withdrawn
his contributions to the Plan will have shares of Common Stock purchased for him
on the applicable Purchase Date. A Participant who has not terminated
employment, has not withdrawn his contributions to the Plan and has not
voluntarily reduced his contributions to 0% of Compensation will automatically
be re-enrolled in the Plan for the Purchase Period immediately following the
Purchase Date on which such purchase has occurred, unless such Participant
notifies the Company in the manner prescribed by the Committee that he elects
not to re-enroll. A Participant who has withdrawn his contributions to the Plan
or reduced his contributions to 0% of Compensation during any Purchase Period
must re-enroll in the next Enrollment Period.

         Each right to purchase shares of Common Stock under the Plan during a
Purchase Period shall have the following terms:

                  (i) the right to purchase shares of Common Stock during a
         particular Purchase Period shall expire on the earlier of: (A) the
         completion of the purchase of shares on the Purchase Date occurring on
         the last trading day of the Purchase Period; or (B) the date on which
         participation of such Participant in the Plan terminates in accordance
         with Section 12;

                  (ii) in no event shall the right to purchase shares of Common
         Stock during a Purchase Period extend beyond twenty-seven (27) months
         from the beginning of the Purchase Period;

                  (iii) payment for shares purchased will be made through
         payroll withholding and the crediting of dividends, if applicable, in
         accordance with Sections 7 and 8;

                  (iv) purchase of shares will be accomplished only in
         accordance with Section 10;

                  (v) the price per share will be determined as provided in
         Section 10;

                  (vi) during any calendar year, the right to purchase shares
         (taken together with all other such rights then outstanding under this
         Plan and under all other similar stock purchase plans of Resources or
         any Subsidiary) will in no event give the Participant the right to
         purchase a number of shares in excess of the Maximum Share Limitation
         determined as of the applicable Grant Dates; and

                  (vii) the right to purchase shares will in all respects be
         subject to the terms and conditions of the Plan, as interpreted by the
         Committee from time to time.




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10. PURCHASE OF SHARES

         The right to purchase shares of Common Stock granted by the Company
under the Plan is for the term of a Purchase Period. The Fair Market Value of
the Common Stock to be purchased during such Purchase Period will be determined
on the Grant Date. The Fair Market Value of the Common Stock will again be
determined in the same manner on the Purchase Date. These dates constitute the
date of grant and the date of exercise for valuation purposes of Section 423 of
the Code.

         As of the Purchase Date, the Committee shall apply the funds then
credited to each Participant's account to the purchase of whole and fractional
shares of Common Stock. The cost to the Participant for the shares purchased
during a Purchase Period shall be 85% of the lower of:

                  (i) the Fair Market Value of Common Stock on the Grant Date;
         or

                  (ii) the Fair Market Value of Common Stock on the Purchase
         Date.

         Participants shall be treated as the record owners of their shares
effective as of the Purchase Date. Shares that are held by the Custodian or any
other designated bank or financial institution shall be held in book entry form.
Any cash equal to less than the price of a whole share of Common Stock shall be
used to purchase fractional shares. Any Participant who elects to withdraw the
shares held in his account will receive a certificate for the number of whole
shares held in his account and a cash refund attributable to any accumulated
dividends, if applicable. In the discretion of the Committee, fractional shares
will be either (i) sold on the open market and the Participant will receive the
net proceeds, if any, after all fees have been paid or (ii) left in the
Participant's account. Participants will bear the costs, if any, associated with
issuing certificates for shares.

         If for any reason a Participant's allocations to the Plan in a Purchase
Period, when combined with the Participant's allocations in any other Purchase
Period during the same calendar year, either (i) exceed the Maximum Dollar
Limitation or (ii) would otherwise allow the purchase of a number of shares in
excess of the Maximum Share Limitation, such excess allocations shall be
refunded to the Participant as soon as administratively feasible after such
excess has been determined to exist.

         If as of any Purchase Date the shares authorized for purchase under the
Plan are exceeded, contributions shall be reduced proportionately to eliminate
the excess. Any funds that cannot be applied to the purchase of shares due to
these excess contributions shall be refunded as soon as administratively
feasible. The Committee in its discretion may also provide that these excess
contributions may be carried over to the next Purchase Period under this Plan or
any successor plan according to the regulations as set forth under Section 423
of the Code.

11. VOLUNTARY WITHDRAWAL OF SHARES

         A Participant may elect to withdraw shares held in his account at any
time (without withdrawing from the Plan) by giving notice in the manner
prescribed by the Committee. Upon




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receipt of such notice, the Custodian, bank or other financial institution
designated by the Committee for this purpose will arrange for the issuance and
delivery of all shares held in the Participant's account as soon as
administratively feasible. Participants will bear the costs, if any, associated
with issuing certificates for shares.

12. TERMINATION OF EMPLOYMENT; TERMINATION OF PARTICIPATION

         The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, disability or when the Participant's employer ceases to be a
Subsidiary) or the Participant otherwise becomes ineligible. Participation also
terminates immediately when the Participant voluntarily withdraws his
contributions to the Plan as provided in Section 7 or begins to receive
long-term disability benefits from the Company. Participation terminates
immediately after the Purchase Date if the Participant is not re-enrolled in the
Plan for the next Purchase Period or if the Participant has suspended payroll
deductions during any Purchase Period and has not re-enrolled in the Plan for
the next Purchase Period.

         A Participant whose participation in the Plan terminates during a
Purchase Period will receive his entire account balance accumulated towards the
purchase of shares during the Purchase Period as soon as administratively
feasible.

         In addition, for a Participant whose employment is terminated or who
otherwise becomes ineligible to participate, the Committee shall cause to be
paid to the Participant or his beneficiary or legal representative as soon as
administratively feasible after termination of employment, all dividends, if
applicable, credited to his account as determined in accordance with Section 8,
and shall cause a certificate for the number of whole shares held in his account
to be delivered to the Participant or to his beneficiary or legal representative
within 90 days of termination of employment, or as soon as administratively
feasible thereafter. In the discretion of the Committee, fractional shares will
be either (i) sold on the open market and the Participant will receive the net
proceeds, if any, after all fees have been paid or (ii) left in the
Participant's account.

13. UNPAID LEAVE OF ABSENCE

         Unless the Participant has voluntarily withdrawn his contributions from
the Plan, shares will be purchased for his account on the Purchase Date next
following commencement of an unpaid leave of absence by such Participant
provided such leave does not constitute a termination of employment, as
determined in the discretion of the Committee. The number of shares to be
purchased will be determined by applying to the purchase the amount of the
Participant's contributions made up to the commencement of such unpaid leave of
absence plus dividends, if applicable. Participation in the Plan will terminate
immediately after the purchase of shares on such Purchase Date, unless the
Participant has resumed eligible employment prior to the Purchase Date, in which
case the Participant may resume payroll deductions immediately in the next
Purchase Period.



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14. DESIGNATION OF BENEFICIARY

         Each Participant may designate one or more beneficiaries in the event
of death and may, in his sole discretion, change such designation at any time.
Any such designation shall be effective upon receipt in the manner prescribed by
the Committee and shall control over any disposition by will or otherwise.

         As soon as administratively feasible after the death of a Participant,
contributions for the current Purchase Period, any dividends credited to the
Participant's account shall be paid in cash and a certificate for any whole
shares shall be delivered to the Participant's designated beneficiaries or, in
the absence of such designation, to the Participant's lawful spouse as of the
date of death, if any, or if there is no such spouse, to the executor,
administrator or other legal representative of the Participant's estate. In the
discretion of the Committee, fractional shares will be either (i) sold on the
open market and the Participant will receive the net proceeds, if any, after all
fees have been paid or (ii) left in the Participant's account. Such payment
shall relieve the Company of further liability to the deceased Participant with
respect to the Plan. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the account unless the Participant
has given express contrary instructions.

15. ASSIGNMENT

         The rights of a Participant under the Plan will not be assignable or
otherwise transferable by the Participant except by will or the laws of descent
and distribution. No purported assignment or transfer of such rights of a
Participant under the Plan, whether voluntary or involuntary, by operation of
law or otherwise, shall vest in the purported assignee or transferee any
interest or right therein whatsoever but immediately upon such assignment or
transfer, or any attempt to make the same, such rights shall terminate and
become of no further effect. If this provision is violated, the Participant's
election to purchase Common Stock shall terminate and the only obligation of the
Company remaining under the Plan will be to pay to the person entitled thereto
the amount then credited to the Participant's account. No Participant may create
a lien on any funds, securities, rights or other property held for the account
of the Participant under the Plan, except to the extent that there has been a
designation of beneficiaries in accordance with the Plan, and except to the
extent permitted by will or the laws of descent and distribution if
beneficiaries have not been designated. A Participant's right to purchase shares
under the Plan shall be exercisable only during the Participant's lifetime and
only by him.

16. TREATMENT OF NON-U.S. PARTICIPANTS

         Participants who are employed by non-U.S. companies, who are paid in
foreign currency and who contribute foreign currency to the Plan through payroll
deductions, will have such contributions converted to U.S. dollars. The exchange
rate for such conversion will be determined as prescribed by the Committee. In
no event will any procedure implemented for dealing with exchange rate
fluctuations that may occur during the Purchase Period result in a purchase
price below the price determined pursuant to Section 10.



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17. COSTS

         All costs and expenses incurred in administering this Plan shall be
paid by the Company. Any brokerage fees for the sale of shares purchased under
the Plan shall be paid by the Participant. Participants will bear the costs, if
any, associated with issuing certificates for shares or any other costs such as
wire transfer fees, Securities Exchange Commission fees, etc.

18. REPORTS

The Company shall provide or cause to be provided to each Participant a report
of his contributions and the shares of Common Stock purchased with such
contributions by that Participant for each Purchase Date, and will provide or
cause to be provided such other reports, if any, as it deems appropriate from
time to time.

19. EQUAL RIGHTS AND PRIVILEGES

         All eligible Employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provision of the Code
and related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or
amendment by the Company be reformed to comply with the requirements of Section
423. This Section 19 shall take precedence over all other provisions in the
Plan.

20. RIGHTS AS STOCKHOLDER

         A Participant will have no rights as a stockholder under the election
to purchase until he becomes a stockholder as herein provided. A Participant
will become a stockholder with respect to shares for which payment has been
completed as provided in Section 10 at the close of business on the last
business day of the Purchase Period.

21. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER
    OR ASSET SALE.

         (a)      Changes in Capitalization. Subject to any required action by
                  the shareholders of the Company, the right to purchase shares
                  of Common Stock covered by a current Purchase Period and the
                  number of shares which have been authorized for issuance under
                  the Plan for any future Purchase Period, the maximum number of
                  shares each Participant may purchase each Purchase Period
                  (pursuant to Section 10), as well as the price per share and
                  the number of shares of Common Stock covered by each right
                  under the Plan which have not yet been purchased shall be
                  proportionately adjusted for any increase or decrease in the
                  number of issued shares of Common Stock resulting from a stock
                  split, reverse stock split, stock dividend, combination or
                  reclassification of the Common Stock, or any other increase or
                  decrease in the number of shares of Common Stock effected
                  without receipt of consideration by the Company. Except as
                  expressly provided herein, no issuance by the Company of
                  shares of stock of any class, or securities convertible




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                  into shares of stock of any class, shall affect, and no
                  adjustment by reason thereof shall be made with respect to,
                  the number or price of shares of Common Stock.

         (b)      Dissolution or Liquidation. In the event of the proposed
                  dissolution or liquidation of the Company, the Purchase Period
                  then in progress shall be shortened by setting a New Purchase
                  Date and shall terminate immediately prior to the consummation
                  of such proposed dissolution or liquidation, unless provided
                  otherwise by the Board. The New Purchase Date shall be before
                  the date of the Company's proposed dissolution or liquidation.
                  Each Participant will be notified in writing, at least thirty
                  (30) business days prior to the New Purchase Date, that the
                  Purchase Date for the Participant's right to purchase shares
                  has been changed to the New Purchase Date and that the
                  applicable number of shares will automatically be purchased on
                  the New Purchase Date, unless prior to such date the
                  Participant has withdrawn from the Plan as provided in Section
                  12 hereof.

         (c)      Merger or Asset Sale. In the event of a proposed sale of all
                  or substantially all of the assets of the Company, or the
                  merger of the Company with or into another corporation, each
                  outstanding right to purchase shares shall be assumed or an
                  equivalent right to purchase shares substituted by the
                  successor corporation or a parent or subsidiary of the
                  successor corporation. In the event that the successor
                  corporation refuses to assume or substitute the right to
                  purchase shares, any Purchase Period then in progress shall be
                  shortened by setting a New Purchase Date and any Purchase
                  Period then in progress shall end on the New Purchase Date.
                  The New Purchase Date shall be before the date of the
                  Company's proposed sale or merger. Each Participant will be
                  notified in writing at least thirty (30) business days prior
                  to the New Purchase Date that the Purchase Date has been
                  changed to the New Purchase Date and that the applicable
                  number of shares will be purchased automatically on the New
                  Purchase Date, unless prior to such date the Participant has
                  withdrawn from the Plan as provided in Section 12 hereof.

22. MODIFICATION AND TERMINATION

         Except as provided in Section 21 hereof, the Board may amend, suspend
or terminate the Plan at any time. No amendment shall be effective unless within
one (1) year after it is adopted by the Board it is approved by the holders of a
majority of the votes cast at a meeting of our shareholders if such amendment
would otherwise cause the rights granted under the Plan to purchase shares of
Common Stock to fail to meet the requirements of Section 423 of the Code (or any
successor provision).

         In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has designated that the right to make all such
purchases shall expire on some other designated date occurring prior to the next
Purchase Date. If the rights to purchase shares under the Plan are terminated
prior to expiration, all funds contributed to the Plan that have not been used
to purchase shares shall be returned to




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the Participants as soon as administratively feasible, including dividends, if
applicable, determined in accordance with Section 8.

23. BOARD AND STOCKHOLDER APPROVAL; EFFECTIVE DATE

         This Plan was originally approved by the Board effective as of the
Effective Date, and by our sole stockholder on October 3, 2000.

24. GOVERNMENTAL APPROVALS OR CONSENTS

         This Plan and any offering or sale made to Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 22, the
Board may make such changes in the Plan and include such terms in any offering
under the Plan as may be desirable to comply with the rules or regulations of
any governmental authority.

25. LISTING OF SHARES AND RELATED MATTERS

         If at any time the Board or the Committee shall determine, based on
opinion of legal counsel, that the listing, registration or qualification of the
shares covered by the Plan upon any national securities exchange or reporting
system or under any state or federal law is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares under the
Plan, no shares will be sold, issued or delivered unless and until such listing,
registration or qualification shall have been effected or obtained, or otherwise
provided for, free of any conditions not acceptable to legal counsel.

26. EMPLOYMENT RIGHTS

         The Plan shall neither impose any obligation on Resources or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Resources or of any
Subsidiary.

27. WITHHOLDING OF TAXES

         The Committee may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
the purchase of Common Stock under the Plan.

28. SUBSIDIARY TERMS

         In addition to changes in eligibility requirements, the adopting
Subsidiaries may make any changes in the terms of this Plan applicable to their
Employees as shall be acceptable to the Committee, provided that such changes do
not cause the Plan to fail to comply with the requirements of Section 423 of the
Code, to the extent it is applicable.



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29. GOVERNING LAW

         The Plan and rights to purchase shares that may be granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of Texas. The Plan is not subject to the Employee Retirement Income
Security Act of 1974, as amended.

30. USE OF GENDER

         The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.

31. OTHER PROVISIONS

         The agreements to purchase shares of Common Stock under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict with
the terms of the Plan.

                                 [END OF PAGE]




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<PAGE>   14




         IN WITNESS WHEREOF, this document has been executed effective as of the
Effective Date.


                                           RELIANT RESOURCES, INC.



                                           By:  /s/ Robert W. Harvey
                                              ----------------------------------
                                                    Robert W. Harvey
                                                    Executive Vice President and
                                                    Group President, Emerging
                                                    Businesses



                                       14
<PAGE>   15





                                    EXHIBIT A

                           Participating Subsidiaries



RELIANT ENERGY POWER GEN
RELIANT ENERGY DEER PARK
RE SOLUTIONS, LLC.
RELIANT ENERGY SERVICES
RE RETAIL SERVICES, LLC.
RE INDIAN RIVER, LLC
RE COMMUNICATIONS, INC.
RE POWER OPERATIONS I
RE DEVELOPMENT SERVICES
RE WHOLESALE SERVICE CO
RE MID-ATLAN POWER HOLDNS
RE NORTHEAST MGMT CO.
RE MARYLAND HOLDINGS, LLC
RE NEW JERSEY HOLD, LLC
INSYNC INTERNET SERVICES
RE POWER OPERATIONS II
RELIANT RESOURCES, INC.
RE CUSTOMER CARE SERVICES
REL RESOURCES INT SVC, INC
RE TEGCO, INC.