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                                                                  EXHIBIT 10.5









                           EMPLOYEE MATTERS AGREEMENT

                                     BETWEEN

                          RELIANT ENERGY, INCORPORATED

                                       AND

                             RELIANT RESOURCES, INC.

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                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I. DEFINITIONS........................................................................1
         1.01         ACTION..................................................................2
         1.02         AFFILIATES..............................................................2
         1.03         AGREEMENT...............................................................2
         1.04         AICP....................................................................2
         1.05         ANCILLARY AGREEMENTS....................................................2
         1.06         ASO CONTRACTS...........................................................2
         1.07         BENEFIT RESTORATION PLAN................................................2
         1.08         COBRA...................................................................2
         1.09         CODE....................................................................2
         1.10         COMMON STOCK............................................................2
         1.11         DEFERRED COMPENSATION PLAN..............................................2
         1.12         DISTRIBUTION............................................................3
         1.13         DISTRIBUTION DATE.......................................................3
         1.14         DISTRIBUTION RATIO......................................................3
         1.15         DOL.....................................................................3
         1.16         EMPLOYMENT LIABILITIES..................................................3
         1.17         ERISA...................................................................3
         1.18         ESOP....................................................................3
         1.19         EXECUTIVE PLANS.........................................................3
         1.20         FLEXIBLE BENEFITS PLAN..................................................4
         1.21         FMLA....................................................................4
         1.22         FOREIGN PLAN............................................................4
         1.23         FRINGE BENEFITS.........................................................4
         1.24         GOVERNMENTAL AUTHORITY..................................................4
         1.25         GROUP INSURANCE POLICIES................................................4
         1.26         HCFA....................................................................4
         1.27         HEALTH AND WELFARE PLANS................................................4
         1.28         HEALTH PLANS............................................................4
         1.29         HMO.....................................................................5
         1.30         HMO AGREEMENTS..........................................................5
         1.31         IPO.....................................................................5
         1.32         IPO CLOSING DATE........................................................5
         1.33         IRS.....................................................................5
         1.34         LEAVE OF ABSENCE PROGRAMS...............................................5
         1.35         LIABILITIES.............................................................5
         1.36         LICP....................................................................5
         1.37         LTIP....................................................................5
         1.38         NEW REI OPTION..........................................................5
         1.39         NORAM RABBI TRUSTS......................................................5
         1.40         OPTION..................................................................6
         1.41         OUTSOURCE...............................................................6
         1.42         PARTICIPATING COMPANY...................................................6
</TABLE>
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<TABLE>
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         1.43         PBGC....................................................................6
         1.44         PERSON..................................................................6
         1.45         PLAN....................................................................6
         1.46         QDRO....................................................................6
         1.47         QMCSO...................................................................6
         1.48         RECORD DATE.............................................................6
         1.49         REI.....................................................................6
         1.50         REI EMPLOYEE............................................................7
         1.51         REI GROUP...............................................................7
         1.52         REI STOCK VALUE.........................................................7
         1.53         REI TERMINATED EMPLOYEE.................................................7
         1.54         REI WCP.................................................................7
         1.55         RESOURCES...............................................................7
         1.56         RESOURCES EMPLOYEE......................................................7
         1.57         RESOURCES GROUP.........................................................7
         1.58         RESOURCES RETIRED EMPLOYEE..............................................7
         1.59         RESOURCES STOCK VALUE...................................................8
         1.60         RESOURCES TERMINATED EMPLOYEE...........................................8
         1.61         RESOURCES UNION EMPLOYEES...............................................8
         1.62         RESOURCES WCP CLAIMS....................................................8
         1.63         RETIREMENT PLAN.........................................................8
         1.64         SAVINGS PLAN............................................................8
         1.65         SAVINGS RESTORATION PLAN................................................8
         1.66         SEC.....................................................................8
         1.67         SEPARATION..............................................................9
         1.68         SEPARATION AGREEMENT....................................................9
         1.69         SEPARATION DATE.........................................................9
         1.70         SEVERANCE PLANS.........................................................9
         1.71         STOCK PLAN..............................................................9
         1.72         STOCK PURCHASE PLAN.....................................................9
         1.73         SUBSIDIARY..............................................................9
         1.74         TAX ALLOCATION AGREEMENT................................................9
         1.75         UNION PLANS.............................................................9

ARTICLE II. GENERAL PRINCIPLES................................................................9
         2.01         ASSUMPTION OF RESOURCES LIABILITIES.....................................9
         2.02         EMPLOYMENT LIABILITIES INDEMNIFICATION.................................10
         2.03         ESTABLISHMENT OF RESOURCES PLANS.......................................12
         2.04         RESOURCES'S PARTICIPATION IN REI PLANS.................................13
         2.05         TERMS OF PARTICIPATION BY RESOURCES EMPLOYEES IN RESOURCES PLANS.......15
         2.06         FOREIGN PLANS..........................................................15
         2.07         UNION PLANS............................................................15
         2.08         RELIANT ENERGY TEGCO, INC. EMPLOYEES...................................16
         2.09         VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATIONS..........................16
</TABLE>

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<TABLE>
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ARTICLE III. DEFINED BENEFIT PLAN............................................................16
         3.01         RESOURCES EMPLOYEES' PARTICIPATION IN RETIREMENT PLAN..................16

ARTICLE IV. DEFINED CONTRIBUTION PLAN........................................................17
         4.01         RESOURCES SAVINGS PLAN.................................................17
         4.02         ESOP...................................................................17
         4.03         REMA SAVINGS PLAN......................................................17
         4.04         RESOURCES RETIRED EMPLOYEES............................................18

ARTICLE V. EXECUTIVE AND OTHER PLANS.........................................................18
         5.01         EXECUTIVE PLANS........................................................18
         5.02         DEFERRED COMPENSATION PLAN.............................................18
         5.03         BENEFIT AND SAVINGS RESTORATION PLANS..................................19
         5.04         RABBI TRUSTS...........................................................20
         5.05         SEVERANCE PLANS........................................................20

ARTICLE VI. HEALTH AND WELFARE PLANS.........................................................20
         6.01         ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES......................20
         6.02         CLAIMS FOR HEALTH AND WELFARE PLANS....................................21
         6.03         POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS............................22
         6.04         VENDOR AND INSURANCE ARRANGEMENTS......................................23
         6.05         COBRA AND HIPPA........................................................23
         6.06         LEAVE OF ABSENCE PROGRAMS AND FMLA.....................................24
         6.07         REI WORKERS' COMPENSATION PROGRAM......................................24

ARTICLE VII. EQUITY AND OTHER COMPENSATION...................................................26
         7.01         REI OPTIONS............................................................26
         7.02         REI RESTRICTED SHARES..................................................27
         7.03         STOCK PURCHASE PLAN....................................................27
         7.04         RESOURCES LONG-TERM INCENTIVE PLAN.....................................27
         7.05         RESOURCES ANNUAL INCENTIVE COMPENSATION PLAN...........................28

ARTICLE VIII. FRINGE AND OTHER BENEFITS......................................................28
         8.01         FRINGE BENEFITS........................................................28
         8.02         APPLIANCE LOANS........................................................28
         8.03         CHAIRMAN'S SCHOLARSHIP FUNDS...........................................28
         8.04         REI FOUNDATION.........................................................28
         8.05         OTHER BENEFITS.........................................................28

ARTICLE IX...................................................................................28
         9.01         TRANSITION SERVICES AGREEMENT..........................................29
         9.02         PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS..............29
         9.03         SHARING OF PARTICIPANT INFORMATION.....................................29
</TABLE>

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         9.04         REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS................29
         9.05         AUDITS REGARDING VENDOR CONTRACTS......................................30
         9.06         BENEFICIARY DESIGNATIONS...............................................30
         9.07         REQUESTS FOR IRS AND DOL OPINIONS......................................30
         9.08         FIDUCIARY MATTERS......................................................30
         9.09         CONSENT OF THIRD PARTIES...............................................30
         9.10         TAX COOPERATION........................................................31
         9.11         PLAN RETURNS...........................................................31

ARTICLE X. EMPLOYMENT-RELATED MATTERS........................................................31
         10.01        TERMS OF RESOURCES EMPLOYMENT..........................................31
         10.02        HR DATA SUPPORT SYSTEMS................................................31
         10.03        EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS...........................31
         10.04        CONFIDENTIALITY AND PROPRIETARY INFORMATION............................31
         10.05        ACCRUED PAYROLL, BONUSES, PROFIT SHARING AND COMMISSIONS...............36
         10.06        PAYROLL AND WITHHOLDING................................................36
         10.07        PERSONNEL AND PAY RECORDS..............................................37
         10.08        NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES............37

ARTICLE XI. GENERAL PROVISIONS...............................................................37
         11.01        EFFECT IF IPO AND/OR DISTRIBUTION DOES NOT OCCUR.......................37
         11.02        RELATIONSHIP OF PARTIES................................................37
         11.03        AFFILIATED COMPANIES...................................................37
         11.04        INCORPORATION OF SEPARATION AGREEMENT PROVISIONS.......................38
         11.05        GOVERNING LAW..........................................................38
         11.06        SEVERABILITY...........................................................38
         11.07        AMENDMENT..............................................................38
         11.08        TERMINATION............................................................38
         11.09        CONFLICT...............................................................39
         11.10        COUNTERPARTS...........................................................39
</TABLE>

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                           EMPLOYEE MATTERS AGREEMENT

         This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is entered into as
of December 31, 2000, between Reliant Energy, Incorporated, a Texas corporation
("REI"), and Reliant Resources, Inc., a Delaware corporation ("Resources").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in Article I hereof.

                                    RECITALS

         WHEREAS, the Board of Directors of REI and Resources have each
determined that it would be appropriate and desirable for REI to separate the
Resources Group from the REI Group;

         WHEREAS, REI and Resources currently contemplate that Resources will
make an initial public offering ("IPO") of an amount of its common stock
pursuant to a registration statement on Form S-1 filed pursuant to the
Securities Act of 1933, as amended, that will reduce REI's ownership of
Resources by less than 20%;

         WHEREAS, REI currently contemplates that, following the IPO, REI's
successor holding company will distribute to the holders of its common stock, by
means of a pro rata distribution, all of the shares of Resources common stock it
then owns (the "Distribution");

         WHEREAS, in furtherance of the foregoing, REI and Resources have agreed
to enter into this Agreement to allocate between them assets, liabilities and
responsibilities with respect to certain employee compensation, benefit plans
and programs, and certain employment matters; and

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:

                                    ARTICLE I.

                                   DEFINITIONS

         Wherever used in this Agreement, the following terms shall have the
meanings indicated below, unless a different meaning is plainly required by the
context. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Separation Agreement. The singular shall
include the plural, unless the context indicates otherwise. Headings of sections
are used for convenience of reference only, and in case of conflict, the text of
this Agreement, rather than such headings, shall control:

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         1.01 ACTION. "Action" means any demand, action, suit, countersuit,
arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international Governmental Authority or any arbitration
or mediation tribunal.

         1.02 AFFILIATES. "Affiliates" shall have the meaning set forth in the
Separation Agreement.

         1.03 AGREEMENT. "Agreement" means this Employee Matters Agreement,
including all the Addenda, Schedules and Exhibits hereto, and all amendments
made hereto from time to time.

         1.04 AICP. "AICP," when immediately preceded by "REI," means the
Reliant Energy, Incorporated Annual Incentive Compensation Plan, as amended and
restated effective January 1, 1999. When immediately preceded by "Resources,"
"AICP" means the annual incentive compensation plan to be established by
Resources pursuant to Sections 2.03 and 7.05.

         1.05 ANCILLARY AGREEMENTS. "Ancillary Agreements" shall have the
meaning set forth in the Separation Agreement.

         1.06 ASO CONTRACTS. "ASO Contracts" is defined in Subsection 6.04(a)
and Schedule 6.04(a).

         1.07 BENEFIT RESTORATION PLAN. "Benefit Restoration Plan," when
immediately preceded by "REI," means the Reliant Energy, Incorporated Benefit
Restoration Plan, as established effective June 1, 1985 and thereafter amended
from time to time. When immediately preceded by "Resources," "Benefit
Restoration Plan" means the frozen Resources Benefit Restoration Plan to be
established by Resources pursuant to Sections 2.03 and 5.03.

         1.08 COBRA. "COBRA" means the continuation coverage requirements for
"group health plans" under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended from time to time, and as codified in
Code Section 4980B and ERISA Sections 601 through 608.

         1.09 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         1.10 COMMON STOCK. "Common Stock," when immediately preceded by "REI,"
means the common stock, without par value of REI. When immediately preceded by
"Resources," "Common Stock" means the common stock, par value $.001 per share,
of Resources.

         1.11 DEFERRED COMPENSATION PLAN. "Deferred Compensation Plan," when
immediately preceded by "REI," means the Reliant Energy, Incorporated Deferred
Compensation Plan, as established effective September 1, 1985, the Reliant
Energy, Incorporated Deferred Compensation Plan, as amended and restated
effective January 1, 1989, and the Reliant Energy, Incorporated Deferred
Compensation Plan, as amended and restated effective January 1, 1991, each such
plan as thereafter amended from time to time. Depending on the context, "REI



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Deferred Compensation Plan" shall mean all of such plans or a particular one of
such plans. When immediately preceded by "Resources," "Deferred Compensation
Plan" means the deferred compensation plan to be established by Resources
pursuant to Sections 2.03 and 5.02 that corresponds to the REI Deferred
Compensation Plan.

         1.12 DISTRIBUTION. "Distribution" has the meaning set forth in the
Recitals hereof, as the same is further described in the Separation Agreement.

         1.13 DISTRIBUTION DATE. "Distribution Date" shall have the meaning set
forth in the Separation Agreement.

         1.14 DISTRIBUTION RATIO. "Distribution Ratio" means the number of
shares of Resources Common Stock each holder of REI Common Stock on the Record
Date (or such holder's designated transferee or transferees) will be entitled to
receive in the Distribution determined by multiplying the number of shares of
REI Common Stock held by such holder on the Record Date by a fraction, the
numerator of which is the number of shares of Resources Common Stock
beneficially owned by REI on the Record Date and the denominator of which is the
number of shares of REI Common Stock outstanding on the Record Date.

         1.15 DOL. "DOL" means the United States Department of Labor.

         1.16 EMPLOYMENT LIABILITIES. "Employment Liabilities" means all claims,
causes of action, demands, liabilities, debts or damages (known or unknown)
related to all employment matters addressed in this Agreement, including but not
limited to claims arising under federal, state or local statute (including,
without limitation, Title VII of the Civil Rights Act of 1964, as amended
("Title VII"); the Age Discrimination in Employment Act of 1967, including the
Older Workers Benefit Protection Act of 1990 ("ADEA"); the Civil Rights Act of
1866, as amended, the Civil Rights Act of 1991, the Americans with Disabilities
Act of 1990 ("ADA"), the Energy Reorganization Act, as amended, 42 U.S.C. ss.
5851; the Workers Adjustment and Retraining Notification Act of 1988; the
Pregnancy Discrimination Act of 1978; ERISA; FMLA; the Fair Labor Standards Act;
the Occupational Safety and Health Act; the Equal Pay Act); claims in connection
with workers' compensation or "whistle blower" statutes and/or contract, tort,
defamation, slander, wrongful termination or any other state or federal
regulatory, statutory or common law or local ordinance.

         1.17 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

         1.18 ESOP "ESOP" means the employee stock ownership plan portion of the
REI Savings Plan.

         1.19 EXECUTIVE PLANS. "Executive Plans," when immediately preceded by
"REI," means the Houston Industries Incorporated Executive Life Insurance Plan
and the Houston Industries Incorporated Executive Benefits Plan. When
immediately preceded by "Resources," "Executive Plans" means the Resources
executive plans to be established pursuant to Sections 2.03 and 5.01 that
correspond to the respective REI Executive Plans.

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         1.20 FLEXIBLE BENEFITS PLAN. "Flexible Benefits Plan," when immediately
preceded by "REI," means the Reliant Energy, Incorporated Flexible Benefits
Plan. When immediately preceded by "Resources," Flexible Benefits Plan means the
flexible benefits plan to be established by Resources pursuant to Section 2.03
and Article VI that corresponds to the REI Flexible Benefits Plan.

         1.21 FMLA. "FMLA" means the Family and Medical Leave Act of 1993, as
amended from time to time.

         1.22 FOREIGN PLAN. "Foreign Plan" means those Resources Plans
maintained by Resources for the benefit of its non-expatriate employees outside
the U.S.

         1.23 FRINGE BENEFITS. "Fringe Benefits," when immediately preceded by
"REI," means the REI fringe benefits, plans, programs and arrangements sponsored
and maintained by REI (as set forth in Article VIII). When immediately preceded
by "Resources," "Fringe Benefits" means the fringe benefits, plans, programs and
arrangements established or to be established by Resources pursuant to Section
2.03 and Article VIII that correspond to the respective REI Fringe Benefits.

         1.24 GOVERNMENTAL AUTHORITY. "Governmental Authority" shall mean any
federal, state, local, foreign or international court, government, department,
commission, board, bureau, agency, official or other regulatory, administrative
or governmental authority.

         1.25 GROUP INSURANCE POLICIES. "Group Insurance Policies" is defined in
Subsection 6.04(b) and the Schedule thereto.

         1.26 HCFA. "HCFA" means the United States Health Care Financing
Administration.

         1.27 HEALTH AND WELFARE PLANS. "Health and Welfare Plans," when
immediately preceded by "REI," means the REI Health Plans, the REI Flexible
Benefits Plan, and the health and welfare plans listed on Schedule 1.27
established and maintained by REI for the benefit of employees and retirees of
any member of the REI Group, and such other welfare plans or programs as may
apply to such employees and retirees as of the Distribution Date. When
immediately preceded by "Resources," "Health and Welfare Plans" means the
Resources Health Plans, the Resources Flexible Benefits Plan, and the health and
welfare plans to be established by Resources pursuant to Section 2.03 and
Article VI that correspond to the respective REI Health and Welfare Plans.

         1.28 HEALTH PLANS. "Health Plans," when immediately preceded by "REI,"
means the Plans set forth on Schedule 1.28, and any similar or successor plans,
programs or arrangements. When immediately preceded by "Resources," "Health
Plans" means the health plans, programs and arrangements to be established by
Resources pursuant to Section 2.03 and Article VI that correspond to the
respective REI Health Plans.

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         1.29 HMO. "HMO" means a health maintenance organization that provides
benefits under the REI Health Plans or the Resources Health Plans.

         1.30 HMO AGREEMENTS. "HMO Agreements" is defined in Subsection 6.04(c)
and Schedule 6.04(c).

         1.31 IPO. "IPO" has the meaning set forth in the Recitals hereof, as
the same is further described in the Separation Agreement.

         1.32 IPO CLOSING DATE. "IPO Closing Date" means the first date on which
the proceeds of any sale of Resources Common Stock to the underwriters in the
IPO are received.

         1.33 IRS. "IRS" means the United States Internal Revenue Service.

         1.34 LEAVE OF ABSENCE PROGRAMS. "Leave of Absence Programs," when
immediately preceded by "REI," means the personal, medical, military and FMLA
leave offered from time to time under the personnel policies and practices of
REI. When immediately preceded by "Resources," "Leave of Absence Programs" means
the leave of absence programs established and maintained by Resources.

         1.35 LIABILITIES. "Liabilities" shall mean any and all Indebtedness (as
such term is defined in the Separation Agreement), liabilities and obligations,
whether accrued, fixed or contingent, mature or inchoate, known or unknown,
reflected on a balance sheet or otherwise, including, but not limited to, those
arising under any law, rule, regulation, Action, order, injunction or consent
decree of any Governmental Authority or any judgment of any court of any kind or
any award of any arbitrator of any kind, and those arising under any contract,
commitment or undertaking.

         1.36 LICP. "LICP" means the 1994 Houston Industries Incorporated
Long-Term Incentive Compensation Plan and the Houston Industries Incorporated
Long-Term Incentive Compensation Plan (Established Effective as of January 1,
1989), each such plan as thereafter amended from time to time.

         1.37 LTIP. "LTIP" means the Long-Term Incentive Plan of Reliant
Resources, Inc. as described in Section 7.04.

         1.38 NEW REI OPTION. "New REI Option" shall have the meaning set forth
in Section 7.01.

         1.39 NORAM RABBI TRUSTS. "NorAm Rabbi Trusts" means that certain trust
agreement dated as of August 8, 1989 by and between Arkla, Inc. and Boatmen's
Trust Company (also referred to as "Trust Agreement No. 1"), that certain trust
agreement dated as of August 8, 1989 by and between Arkla, Inc. and Boatmen's
Trust Company (also referred to as "Trust Agreement No. 2") and that certain
trust agreement dated as of August 8, 1989 by and between Arkla, Inc. and
Boatmen's Trust Company (also referred to as "Trust Agreement No. 3").

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         1.40 OPTION. "Option," when immediately preceded by "REI," means an
option to purchase REI common stock pursuant to a Stock Plan. When immediately
preceded by "Resources," "Option" means an option to purchase Resources common
stock pursuant to a plan providing such benefits to be established by Resources
pursuant to Section 2.03 and Article VII.

         1.41 OUTSOURCE. "Outsource" is defined in Subsection 6.02(b).

         1.42 PARTICIPATING COMPANY. "Participating Company" means: (a) REI; (b)
any Person (other than an individual) that REI has approved for participation
in, has accepted participation in, and which is participating in, a Plan
sponsored by REI; or (c) any Person (other than an individual) which, by the
terms of such a Plan, participates in such a Plan sponsored by REI or any
employees of which, by the terms of such a Plan, participate in or are covered
by such a Plan.

         1.43 PBGC. "PBGC" means the Pension Benefit Guaranty Corporation.

         1.44 PERSON. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.

         1.45 PLAN. "Plan," depending on the context, may mean any plan, policy,
program, payroll practice, arrangement, contract, trust, insurance policy, or
any agreement or funding vehicle providing compensation or benefits to
employees, former employees or directors of REI or Resources.

         1.46 QDRO. "QDRO" means a domestic relations order which qualifies
under Code Section 414(p) and ERISA Section 206(d) and which creates or
recognizes an alternate payee's right to, or assigns to an alternate payee, all
or a portion of the benefits payable to a participant under the REI Savings Plan
or the Retirement Plan.

         1.47 QMCSO. "QMCSO" means a medical child support order which qualifies
under ERISA Section 609(a) and which creates or recognizes the existence of an
alternate recipient's right to, or assigns to an alternate recipient the right
to, receive benefits for which a participant or beneficiary is eligible under
any of the Health Plans.

         1.48 RECORD DATE. "Record Date" means the close of business on the date
to be determined by the Board of Directors of REI as the record date for
determining the shareholders of REI entitled to receive shares of Resources
Common Stock in the Distribution.

         1.49 REI. "REI" means Reliant Energy, Incorporated a Texas corporation.
In all such instances in which REI is referred to in this Agreement, it shall
also be deemed to include a reference to each member of the REI Group, unless it
specifically provides otherwise; REI shall be solely responsible to Resources
for ensuring that each member of the REI Group complies with the applicable
terms of this Agreement.

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         1.50 REI EMPLOYEE. "REI Employee" means an individual who, on the
Distribution Date, is or was employed with any member of the REI Group and is
not a Resources Employee.

         1.51 REI GROUP. "REI Group" shall have the meaning set forth in the
Separation Agreement.

         1.52 REI STOCK VALUE. "REI Stock Value" means the average over the five
trading days immediately preceding the Distribution Date of the high and low
sales price (with dividend) of a share of REI Common Stock on the New York Stock
Exchange - Composite Transactions reporting system, as reported in The Wall
Street Journal on each of the five trading days immediately preceding the
Distribution Date.

         1.53 REI TERMINATED EMPLOYEE. "REI Terminated Employee" means any
individual who is a former employee of any member of the REI Group and who, on
the Distribution Date, is not a Resources Employee.

         1.54 REI WCP. "REI WCP" means the REI Workers' Compensation Program,
comprised of the various arrangements established by a member of the REI Group
to comply with the workers' compensation requirements of the states in which the
REI Group conducts business.

         1.55 RESOURCES. "Resources" means Reliant Resources, Inc., a Delaware
corporation. In all such instances in which Resources is referred to in this
Agreement, it shall also be deemed to include a reference to each member of the
Resources Group, unless it specifically provides otherwise; Resources shall be
solely responsible to REI for ensuring that each member of the Resources Group
complies with the applicable terms of this Agreement.

         1.56 RESOURCES EMPLOYEE. "Resources Employee" means any individual who,
as of the Distribution Date, is: (a) either actively employed by, or on a leave
of absence from, any member of the Resources Group; (b) a Resources Terminated
Employee; (c) an alternate payee under a QDRO, alternate recipient under a
QMCSO, beneficiary, covered dependent, or qualified beneficiary (as such term is
defined under COBRA), of an employee described in Subsection (a) or (b) above;
or (d) an employee or group of employees designated by REI and Resources, by
mutual agreement, as Resources Employees; but not (e) a Resources Retired
Employee. An employee may be a Resources Employee pursuant to this Section
regardless of whether such employee is, as of the Distribution Date, alive,
actively employed, on a temporary leave of absence from active employment, on
layoff, terminated from employment, retired or on any other type of employment
or post-employment status relative to a REI Plan, and regardless of whether, as
of the Distribution Date, such employee is then receiving any benefits from a
REI Plan.

         1.57 RESOURCES GROUP. "Resources Group" shall have the meaning set
forth in the Separation Agreement.

         1.58 RESOURCES RETIRED EMPLOYEE. "Resources Retired Employee" means any
individual who would have qualified as a Resources Employee but who retired on
or



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after January 1, 2001 and on or before the Distribution Date and who is
identified as a Resources Retired Employee by mutual agreement between Resources
and REI on or before the Distribution Date.

         1.59 RESOURCES STOCK VALUE. "Resources Stock Value" means the average
of the high and low sales price of a share of Resources Common Stock on the New
York Stock Exchange - Composite Transactions reporting system, as reported in
The Wall Street Journal, for each of the five trading days immediately preceding
the Distribution Date.

         1.60 RESOURCES TERMINATED EMPLOYEE. "Resources Terminated Employee"
means any individual who is a former employee of any member of the REI Group who
was terminated from any member of the Resources Group on or after January 1,
2001 and on or before the Distribution Date. Notwithstanding the foregoing,
"Resources Terminated Employee" shall not, unless otherwise expressly provided
to the contrary in this Agreement, include: (a) an individual who is a REI
Employee at the Distribution Date; (b) an individual who is otherwise a
Resources Terminated Employee, but who is subsequently employed by any member of
the REI Group on or prior to the Distribution Date; or (c) a Resources Retired
Employee.

         1.61 RESOURCES UNION EMPLOYEES. "Resources Union Employees" mean
Resources Employees whose employment is covered by the terms of a collective
bargaining agreement.

         1.62 RESOURCES WCP CLAIMS. "Resources WCP Claims" is defined in
Subsection 6.07(a)(i).

         1.63 RETIREMENT PLAN. "Retirement Plan" means the Reliant Energy,
Incorporated Retirement Plan, a defined benefit plan.

         1.64 SAVINGS PLAN. "Savings Plan" when immediately preceded by "REI,"
means the Reliant Energy, Incorporated Savings Plan, a defined contribution
plan. When immediately preceded by "Resources," " Savings Plan" means the
savings plan to be established by Resources pursuant to Sections 2.03 and 4.01.
When immediately preceded by "REMA," "Savings Plan" means the Reliant Energy
Mid-Atlantic Savings Plan for Non-Union Employees, a defined contribution plan.

         1.65 SAVINGS RESTORATION PLAN. "Savings Restoration Plan," when
immediately preceded by REI, means the Reliant Energy, Incorporated Savings
Restoration Plan, as established effective January 1, 1991 and thereafter
amended from time to time. When immediately preceded by "Resources," "Savings
Restoration Plan" means the plan to be established by Resources pursuant to
Section 5.03(b) which corresponds to the REI Savings Restoration Plan.

         1.66 SEC. "SEC" means the United States Securities and Exchange
Commission.

                                      -8-
<PAGE>   14

         1.67 SEPARATION. "Separation" shall have the meaning set forth in the
Separation Agreement.

         1.68 SEPARATION AGREEMENT. "Separation Agreement" means the Master
Separation Agreement between REI and Resources entered into as of December 31,
2000 of which this Agreement is an Exhibit.

         1.69 SEPARATION DATE. "Separation Date" shall have the meaning set
forth in the Separation Agreement.

         1.70 SEVERANCE PLANS. "Severance Plans," when immediately preceded by
"REI," means the severance pay plans established and maintained by REI. When
immediately preceded by "Resources," "Severance Plans" means the severance pay
plans established and maintained by Resources.

         1.71 STOCK PLAN. "Stock Plan," when immediately preceded by "REI,"
means the LICP, the Houston Industries, Incorporated Stock Plan for Outside
Directors, the Reliant Energy, Incorporated Business Unit Performance Share
Plan, and the Reliant Energy, Incorporated and Subsidiaries Common Stock
Participation Plan for Designated New Employees and Non-Officer Employees.

         1.72 STOCK PURCHASE PLAN. "Stock Purchase Plan" means the Reliant
Resources, Inc. Employee Stock Purchase Plan as established by Resources
pursuant to Section 7.03.

         1.73 SUBSIDIARY. "Subsidiary" shall have the meaning set forth in the
Separation Agreement.

         1.74 TAX ALLOCATION AGREEMENT. "Tax Allocation Agreement" means the
Ancillary Agreement which is attached as an exhibit to the Separation Agreement.

         1.75 UNION PLANS. "Union Plans," means all Plans maintained by REI or
Resources for the benefit of certain of their bargaining unit employees.



                                   ARTICLE II.

                               GENERAL PRINCIPLES

         2.01 ASSUMPTION OF RESOURCES LIABILITIES. Except as specified otherwise
in this Agreement, or as mutually agreed upon by Resources and REI from time to
time, REI hereby assumes and agrees to pay, perform, fulfill and discharge, in
accordance with their respective terms, subject to Section 9.02 and to the
indemnification provisions of Section 2.02, all Liabilities to or relating to
Resources Retired Employees, to the extent relating to, arising out of or
resulting from former employment with any member of the REI Group and/or the
Resources Group (including Liabilities arising under or relating to REI Plans
and Resources


                                      -9-
<PAGE>   15

Plans). Except as specified otherwise in this Agreement, or as mutually agreed
upon by Resources and REI from time to time, Resources hereby assumes and agrees
to pay, perform, fulfill and discharge, in accordance with their respective
terms, all of the following: (a) subject to Section 9.02 and to the
indemnification provisions of Section 2.02, all Liabilities to or relating to
Resources Employees, in each case relating to, arising out of or resulting from
employment by any member of the REI Group before the Distribution Date,
(including Liabilities arising under or relating to REI Plans and Resources
Plans); (b) subject to Section 9.02 and to the indemnification provisions of
Section 2.02, all other Liabilities to or relating to employees of any member of
the Resources Group, to the extent relating to, arising out of or resulting from
future, present or former employment with any member of the Resources Group
(including Liabilities arising under or relating to REI Plans and Resources
Plans); (c) subject to Section 9.02 and to the indemnification provisions of
Section 2.02, all Liabilities relating to, arising out of or resulting from any
other actual or alleged employment relationship with any member of the Resources
Group; and (d) subject to Section 9.02 and to the indemnification provisions of
Section 2.02, all other Liabilities relating to, arising out of or resulting
from obligations, liabilities and responsibilities expressly assumed or retained
by any member of the Resources Group or a Resources Plan, pursuant to this
Agreement.

         2.02 EMPLOYMENT LIABILITIES INDEMNIFICATION

              (a) Indemnification by Resources. Except as otherwise provided in
this Agreement, including Subsection 2.02(c), Resources shall, for itself and as
agent for each member of the Resources Group, indemnify, defend (or, where
applicable, pay the defense costs for) and hold harmless the REI Indemnitees (as
such term is defined in the Separation Agreement) from and against any and all
Employment Liabilities that any third party seeks to impose upon the REI
Indemnitees, or which are imposed upon the REI Indemnitees, if and to the extent
such Employment Liabilities relate to, arise out of or result from any of the
following items (without duplication):

                (i)   any acts or omissions or alleged acts or omissions by or
                      on behalf of any member or person employed by a member of
                      the Resources Group in the conduct of the Resources
                      Business;

                (ii)  any claim by an officer of any member of the Resources
                      Group (who is an officer as of the IPO Closing Date)
                      against any member or employee of any member of the REI
                      Group except with respect to benefit obligations of
                      Resources Employees assumed by REI pursuant to a specific
                      provision of this Agreement; and

                (iii) any breach by Resources or any member or person employed
                      by a member of the



                                      -10-
<PAGE>   16

                      Resources Group of this Agreement, the Separation
                      Agreement or any other Ancillary Agreement.

         In the event that any member of the Resources Group makes a payment to
the REI Indemnitees hereunder, and the Employment Liability on account of which
such payment was made is subsequently diminished, either directly or through a
third-party recovery, REI will promptly repay (or will procure a REI Indemnitee
to promptly repay) such member of the Resources Group the amount by which the
payment made by such member of the Resources Group exceeds the actual cost of
the associated indemnified Employment Liability.

              (b) Indemnification by REI. Except as otherwise provided in this
Agreement, including Subsection 2.02(c), REI shall, for itself and as agent for
each member of the REI Group, indemnify, defend (or, where applicable, pay the
defense costs for) and hold harmless the Resources Indemnitees (as such term is
defined in the Separation Agreement) from and against any and all Employment
Liabilities that any third party seeks to impose upon the Resources Indemnitees,
or which are imposed upon the Resources Indemnitees, if and to the extent such
Employment Liabilities relate to, arise out of or result from any of the
following items (without duplication):

                (i)   any acts or omissions or alleged acts or omissions by or
                      on behalf of any member or person employed by a member of
                      the REI Group in the conduct of the REI Business;

                (ii)  any claim by an officer of any member of the REI Group
                      (who is an officer as of the IPO Closing Date) against
                      any member or employee of any member of the Resources
                      Group; and

                (iii) any breach by REI or any member or person employed by a
                      member of the REI Group of this Agreement, the Separation
                      Agreement or any other Ancillary Agreement.

         In the event that any member of the REI Group makes a payment to the
Resources Indemnitees hereunder, and the Employment Liability on account of
which such payment was made is subsequently diminished, either directly or
through a third-party recovery, Resources will promptly repay (or will procure a
Resources Indemnitee to promptly repay) such member of the REI Group the amount
by which the payment made by such member of the REI Group exceeds the actual
cost of the indemnified Employment Liability.

              (c) Exceptions. In accordance with the current practice in effect
as of the execution of the Agreement, with respect to claims for benefits or
compensation, if an underlying act or omission as contemplated in Subsections
2.02(a) or 2.02(b) occurs and


                                      -11-
<PAGE>   17

such act or omission constitutes the principal basis for such a claim, then
Subsection 2.02(a) or (b) shall apply, as applicable, to establish
indemnification obligations. If, however, no specific act or omission occurs
that is attributable to REI or Resources and the principal underlying basis for
a claim for benefits or compensation involves plan administration or other
similar systemic type activities related to maintenance of plans,
notwithstanding Subsections 2.02(a) and (b), in accordance with the current
practice in effect as of the execution of the Agreement, Resources and REI shall
be responsible for their pro rata allocated share of costs to defend such claim.
In addition, if a claim relates specifically to the transfer or other movement
of employment between REI and Resources in connection with the Separation and to
the employee benefit changes made in connection therewith, then notwithstanding
Subsections 2.02(a) and (b), in accordance with the current practice in effect
as of the execution of the Agreement, Resources and REI shall be responsible for
their pro rata allocated share of costs to defend such claim.

              (d) Relationship to Article III of Separation Agreement.

                (i)   Unless expressly modified in this Section 2.02, all other
                      provisions of Article III of the Separation Agreement will
                      apply to an indemnifiable claim.

                (ii)  Any claim which is not an Employment Liability will only
                      be subject to the provisions of the Separation Agreement.

         2.03 ESTABLISHMENT OF RESOURCES PLANS.

               (a) Health and Welfare Plans and Retiree Medical. Except as
         specified otherwise in this Agreement, effective as of the Distribution
         Date or such other date(s) as REI and Resources may mutually agree,
         Resources shall establish the Resources Health and Welfare Plans. The
         foregoing Resources Health and Welfare Plans as in effect as of the
         Distribution Date shall be substantially comparable to the REI Plans as
         in effect on the Distribution Date; provided, however, that Resources
         shall not establish a substantially comparable retiree life or retiree
         medical program (except as may be required for certain, if any,
         Resources Union Employees) but shall, in its discretion, make available
         a group insurance arrangement through which eligible retired employees
         of the members of the Resources Group may purchase retiree medical
         insurance at group rates.

               (b) Savings Plan and Fringe Benefits. Except as specified
         otherwise in this Agreement, effective as of the Distribution Date or
         such other date(s) as REI and Resources may mutually agree, Resources
         shall establish the Resources Savings Plan as more fully described in
         Article IV and the Resources Fringe Benefits as more fully described in
         Article VIII.

                                      -12-
<PAGE>   18

               (c) Equity and Other Compensation. Except as specified otherwise
         in this Agreement, effective as of January 1, 2001, or such other
         date(s) as REI and Resources may mutually agree, Resources shall
         establish the Resources AICP, the Resources Stock Purchase Plan and the
         LTIP, and effective as of the Distribution Date or such other date(s)
         as REI and Resources may mutually agree, Resources shall establish such
         Plans as may be determined to be appropriate, including, without
         limitation, the Resources Deferred Compensation Plan, Resources Savings
         Restoration Plan, Resources Benefit Restoration Plan and Resources
         Executive Plans. The foregoing Resources Plans shall be substantially
         comparable to the REI Plans as in effect on the Distribution Date.

               (d) Resources Under No Obligation to Maintain Plans. Except as
         specified otherwise in this Agreement, nothing in this Agreement shall
         preclude Resources, at any time from amending, merging, modifying,
         terminating, eliminating, reducing, or otherwise altering in any
         respect any Resources Plan, any benefit under any Resources Plan or any
         trust, insurance policy or funding vehicle related to any Resources
         Plan (to the extent permitted by law).

         2.04 RESOURCES'S PARTICIPATION IN REI PLANS.

               (a) Participation in REI Plans.

                (i)   Except as specified otherwise in this Agreement, or as REI
                      and Resources may mutually agree, Resources shall adopt
                      as a Participating Company the REI Plans in effect as of
                      January 1, 2001, to the extent that Resources has not yet
                      established substantially comparable Plans. Effective as
                      of any date on or after January 1, 2001 and before the
                      Distribution Date (or such other date as REI and Resources
                      may mutually agree upon), any member of the Resources
                      Group not described in the preceding sentence may, at its
                      request and with the consent of REI and Resources, become
                      a Participating Company in any or all of the REI Plans,
                      to the extent that Resources has not yet established a
                      substantially comparable Plan.

                (ii)  On and after the Distribution Date, Resources Retired
                      Employees shall continue to participate in the REI Plans
                      for which they are eligible as of the Distribution Date,
                      including, but not limited to, the Retirement Plan, REI
                      Savings Plan and any REI Plan as provided in Article V.

               (b) REI's General Obligations as Plan Sponsor.

                                      -13-
<PAGE>   19

                (i)   To the extent that Resources is a Participating Company in
                      any REI Plan(s), REI shall continue to administer, or
                      cause to be administered, in accordance with their terms
                      and applicable law, such REI Plan(s), and shall have the
                      sole and absolute discretion and authority to interpret
                      the REI Plan(s), as set forth therein. REI shall not,
                      without first consulting with Resources, amend or
                      terminate any material feature of any REI Plan in which
                      Resources is a Participating Company, except to the
                      extent such amendment or termination would not affect any
                      benefits of Resources Employees under such Plan or as may
                      be necessary or appropriate to comply with applicable law.

                (ii)  With regard to Resources Retired Employees participating
                      in REI Plans after the Distribution Date, REI shall
                      continue to administer, or cause to be administered, in
                      accordance with their terms and applicable law, such REI
                      Plans, and shall have sole and absolute discretion and
                      authority to interpret such Plans or amend or terminate
                      such Plans, as set forth therein.

               (c) Resources's General Obligations as Participating Company.
         Resources shall perform with respect to its participation in the REI
         Plans, the duties of a Participating Company as set forth in each such
         Plan or any procedures adopted pursuant thereto, including (without
         limitation): (i) assisting in the administration of claims, to the
         extent requested by the claims administrator of the applicable REI
         Plan; (ii) cooperating fully with REI Plan auditors, benefit personnel
         and benefit vendors; (iii) preserving the confidentiality of all
         financial arrangements REI has or may have with any vendors, claims
         administrators, trustees or any other entity or individual with whom
         REI has entered into an agreement relating to the REI Plans; and (iv)
         preserving the confidentiality of participant information (including,
         without limitation, health information in relation to FMLA leaves) to
         the extent not specified otherwise in this Agreement.

               (d) Termination of Participating Company Status. Except as
         specified otherwise in this Agreement or otherwise may be mutually
         agreed upon by REI and Resources, effective as of the Distribution Date
         or such other date as Resources establishes a substantially comparable
         Plan (as specified in Section 2.03 or otherwise in this Agreement),
         Resources shall automatically cease to be a Participating Company in
         the corresponding REI Plan.

                                      -14-
<PAGE>   20

         2.05 TERMS OF PARTICIPATION BY RESOURCES EMPLOYEES IN RESOURCES PLANS.

               (a) Non-Duplication of Benefits. As of the Distribution Date or
         such other date that applies to the particular Resources Plan, the
         separate Resources Plans shall be, with respect to employees of the
         Resources Group, in all respects the successors in interest to, and
         shall not provide benefits that duplicate benefits provided by, the
         corresponding REI Plans. REI and Resources shall mutually agree, if
         necessary, on methods and procedures, including amending the respective
         Plan documents, to prevent employees of the Resources Group from
         receiving duplicate benefits from the REI Plans and the Resources
         Plans.

               (b) Service Credit. Except as specified otherwise in this
         Agreement, with respect to Resources Employees, each Resources Plan
         shall provide that all service, all compensation and all other
         benefit-affecting determinations that, as of the Distribution Date,
         were recognized under the corresponding REI Plan shall, as of the
         Distribution Date, receive full recognition and credit and be taken
         into account under such Resources Plan to the same extent as if such
         items occurred under such Resources Plan, except to the extent that
         duplication of benefits would result. The service crediting provisions
         shall be subject to any respectively applicable "service bridging,"
         "break in service," "employment date," or "eligibility date" rules
         under the Resources Plans and the REI Plans.

         2.06 FOREIGN PLANS. Resources intends to maintain all Foreign Plans in
existence as of January 1, 2001 in its discretion in accordance with the
applicable plan documents and applicable laws.

         2.07 UNION PLANS. REI and/or Resources shall continue to maintain all
Union Plans in existence as of January 1, 2001 up to and after the Distribution
Date as required by the terms of the applicable collective bargaining agreements
and in accordance with the terms of those plans and subject to collective
bargaining. For example, but not by way of limitation, Resources will establish
qualified plans which mirror the Retirement Plan and REI Savings Plan for the
benefit of certain Resources Union Employees, and will assume the sponsorship of
certain other tax qualified plans for the benefit of certain other Resources
Union Employees.

                                      -15-
<PAGE>   21

         2.08 RELIANT ENERGY TEGCO, INC. EMPLOYEES. Notwithstanding any
provision of this Agreement to the contrary, effective as of January 1, 2001
through the Distribution Date, non-union employees of Reliant Energy Tegco,
Inc., a wholly owned subsidiary of REI, shall participate in all employee
benefit plans sponsored by REI and/or Resources in the same manner and to the
same extent as such employees would participate in such plans if such employees
were employed by a member of the Resources Group rather than a member of the REI
Group.

         2.09 VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATIONS. REI shall continue
to sponsor and shall assume all assets and Liabilities associated with and shall
retain the Houston Industries Incorporated Group Welfare Benefits Trust
Agreement (as amended and restated effective January 1, 1989), Houston Lighting
and Power Company Union Retirees' Medical and Dental Benefits Trust Agreement
(effective December 1, 1995), Houston Lighting and Power Company Non-Union
Retirees' Medical and Dental Benefits Trust Agreement (effective December 1,
1995) and the Houston Lighting and Power Company Retirees' Life Insurance
Benefits Trust Agreement (effective December 1, 1995).

                                  ARTICLE III.

                              DEFINED BENEFIT PLAN

         3.01 RESOURCES EMPLOYEES' PARTICIPATION IN RETIREMENT PLAN. Effective
as of February 5, 2001, REI shall amend the Retirement Plan to provide that
employees who become employed by any member of the Resources Group on or after
February 5, 2001 shall not be eligible to participate in the Retirement Plan.
Effective as of March 1, 2001, REI shall amend the Retirement Plan to provide
that eligible employees of any member of the Resources Group shall be fully
vested in their Cash Balance Accounts (as such term is defined in the Retirement
Plan) under the Retirement Plan and to provide that such employees shall no
longer participate in the Retirement Plan on and after such date. In addition,
the Retirement Plan shall be amended to generally provide a transition benefit
for certain eligible employees of the members of the Resources Group who, as of
December 31, 2000, were participating in the Retirement Plan, were eligible for
a Grandfathered Benefit under Section 7.6(a) of the Retirement Plan and
generally had attained the age of 42 and completed at least five years of
Vesting Service (as such term is defined in the Retirement Plan) under the
Retirement Plan to reflect the loss, if any, of such participants' Grandfathered
Benefit under Section 7.6(a) of the Retirement Plan and the value of such
participants' retiree medical accounts. Such transition benefit, if any, will be
added to each such eligible participant's Cash Balance Account under the
Retirement Plan or the REI Benefit Restoration Plan to the extent the benefit
limitations of the Code prevent such transition benefit from being paid under
the Retirement Plan. Such transition benefit shall not include extra age and/or
service which may be provided under an employment, severance or supplemental
pension agreement with an employee of any member of the Resources Group.
Effective as of the IPO Closing Date, REI shall assume all Liabilities to or
relating to the employees of any member of the Resources Group and the Resources
Retired Employees under the Retirement Plan. Notwithstanding the foregoing to
the contrary, this Section 3.01 shall not apply to Resources Union Employees.

                                      -16-
<PAGE>   22

                                   ARTICLE IV.

                            DEFINED CONTRIBUTION PLAN

         4.01 RESOURCES SAVINGS PLAN. Effective as of March 1, 2001, the account
balances of the employees of the members of the Resources Group who participate
in the REI Savings Plan shall be fully vested, and Resources, as a Participating
Company in the REI Savings Plan, shall be responsible for providing in cash
and/or Resources Common Stock a fully vested employer matching contribution on
up to 6% of each such employee's eligible covered compensation. In addition,
Resources may provide a fully vested discretionary employer contribution at the
end of each plan year based upon such employees' eligible covered compensation
and/or a fully vested discretionary employer contribution each payroll period
based upon the first $85,000 of each such employee's eligible covered
compensation for the year 2001. Effective as of the Distribution Date, Resources
shall establish, or cause to be established, a trust, which is intended to be
qualified under Code Section 401(a), exempt from taxation under Code Section
501(a)(1), and forming the separate Resources Savings Plan. Except as provided
in this Article IV, such Resources Savings Plan shall be substantially
comparable to the REI Savings Plan as applicable to employees of members of the
Resources Group immediately prior to the Distribution Date. As soon as
reasonably practicable following the Distribution Date, REI shall cause to be
determined for the REI Savings Plan the amount of assets to be transferred from
the REI Savings Plan to the Resources Savings Plan. Such amount shall be equal
to the greater of (a) the amount required under Code Section 414(l), or (b) the
amount within the sub-account(s) within the Reliant Energy, Incorporated Savings
Trust that has been separately maintained and accounted for on behalf of
employees of the members of the Resources Group less the amount attributable to
Resources Retired Employees. Notwithstanding the foregoing to the contrary, this
Section 4.01 shall not apply to Resources Union Employees.

         4.02 ESOP. On and after the Distribution Date, Resources Employees
shall no longer participate in the ESOP, and the Resources Savings Plan shall
not contain an ESOP. Therefore, the ESOP shall continue as a component of the
REI Savings Plan. After the Distribution Date, the ESOP will hold shares of
Resources Common Stock, and applicable law generally prohibits such plans from
holding securities that are not "qualifying employer securities" within the
meaning of Code Section 4975(e)(8) for more than 90 days after the Distribution
Date unless an extension is granted by the IRS. Accordingly, REI will request
that the IRS grant an extension of such 90-day period to such a time as the REI
Savings Plan's independent fiduciary deems prudent and the IRS deems acceptable
to allow the independent fiduciary to dispose of the Resources Common Stock
received by the ESOP on account of the Distribution and to reinvest in
qualifying employer securities in a manner consistent with the best interests of
the ESOP participants. Notwithstanding the foregoing to the contrary, this
Section 4.02 shall not apply to Resources Union Employees who may be eligible to
participate in the ESOP.

         4.03 REMA SAVINGS PLAN. Effective as of January 1, 2001, Resources
shall assume the sponsorship of the REMA Savings Plan. Effective as of March 1,
2001, REI shall amend the REMA Savings Plan to provide the same benefit
structure for eligible employees under the REMA Savings Plan as will be provided
as of such date for eligible non-union



                                      -17-
<PAGE>   23

employees of the members of the Resources Group participating in the REI Savings
Plan (as described in Section 4.01). As soon as practicable following the
Distribution Date, Resources shall merge the REMA Savings Plan into the
Resources Savings Plan .

         4.04 RESOURCES RETIRED EMPLOYEES. Notwithstanding the above, account
balances of Resources Retired Employees, if any, shall remain in the REI Savings
Plan after the Distribution Date.



                                   ARTICLE V.

                            EXECUTIVE AND OTHER PLANS

         5.01 EXECUTIVE PLANS.

               (a) Establishment of Resources Executive Plans. Effective as of
         the Distribution Date or such other date as REI and Resources may
         mutually agree, Resources shall establish the Resources Executive Plans
         which shall be substantially comparable to the REI Executive Plans. As
         of the Distribution Date, Resources shall assume all Liabilities to or
         relating to the Resources Employees under the REI Executive Plans, and
         REI shall transfer the split dollar life insurance policies under the
         Executive Life Insurance Plan attributable to such Resources Employees
         to Resources. As of the Distribution Date, REI shall assume all
         Liabilities to or relating to Resources Retired Employees under the REI
         Executive Plans.

               (b) Participation in Executive Plans. Effective as of the
         Distribution Date or such other date as Resources establishes the
         Resources Executive Plans, eligible Resources Employees determined in
         accordance with the terms of the applicable plans shall only be
         eligible to participate in the Resources Executive Plans.

         5.02 DEFERRED COMPENSATION PLAN.

               (a) Establishment of Resources Deferred Compensation Plan.
         Effective as of the Distribution Date or such other date as REI and
         Resources may mutually agree, Resources shall establish the Resources
         Deferred Compensation Plan which shall be substantially comparable to
         the REI Deferred Compensation Plan. As of January 1, 2001, Resources
         shall assume all Liabilities to or relating to the Resources Employees
         under the REI Deferred Compensation Plan; provided, however, that REI
         shall transfer a cash amount equal to the cost of such Liabilities
         transferred to Resources as soon as practicable following the
         Distribution Date or such other date as REI and Resources may mutually
         agree. As of January 1, 2001, REI shall assume all Liabilities to or
         relating to Resources Retired Employees, and all corporate owned life
         insurance policies associated with the REI Deferred Compensation Plan
         shall remain at REI.

                                      -18-
<PAGE>   24

               (b) Participation in Deferred Compensation Plan. Resources
         Employees who consent to an amendment to treat their employment with
         Resources as continued employment under the REI Deferred Compensation
         Plan shall not be treated as terminated employees under such Plan(s) as
         of the Distribution Date. Effective as of the Distribution Date or such
         other date as Resources establishes the Resources Deferred Compensation
         Plan, eligible Resources Employees determined in accordance with the
         terms of the Plan shall only be eligible to participate prospectively
         in the Resources Deferred Compensation Plan.

         5.03 BENEFIT AND SAVINGS RESTORATION PLANS.

               (a) Benefit Restoration Plan. Effective as of March 1, 2001,
         employees of the members of the Resources Group shall no longer accrue
         benefits under the REI Benefit Restoration Plan. Effective as of March
         1, 2001, or such other date as REI and Resources may mutually agree,
         Resources shall establish a frozen Resources Benefit Restoration Plan
         which shall be substantially comparable to the REI Benefit Restoration
         Plan. As of March 1, 2001, Resources shall assume all Liabilities to or
         relating to the Resources Employees under the REI Benefit Restoration
         Plan (except Liabilities under the REI Benefit Restoration Plan
         associated with the transition benefit described in Section 3.01);
         provided, however, that REI shall transfer a cash amount equal to the
         cost of such Liabilities transferred to Resources as soon as
         practicable following the Distribution Date or such other date as REI
         and Resources may mutually agree. Also, as of March 1, 2001, Resources
         shall assume all Liabilities under the REI Benefit Restoration Plan
         associated with the transition benefit described in Section 3.01;
         provided, however, that REI shall transfer a cash amount equal to
         two-thirds (2/3) of the cost of such Liabilities transferred to
         Resources as soon as practicable following the Distribution Date or
         such other date as REI and Resources may mutually agree. As of March 1,
         2001, REI shall assume all Liabilities to or relating to the Resources
         Retired Employees under the REI Benefit Restoration Plan; provided,
         however that Resources shall irrevocably and unconditionally guarantee,
         in the event that REI becomes insolvent, the due and punctual payment
         and satisfaction, when and as due, of all Liabilities relating to the
         REI Benefit Restoration Plan for all persons who have the status of
         retirees under the REI Benefit Restoration Plan as of the Distribution
         Date or such other date as REI and Resources may mutually agree. For
         purposes of this Section 5.03(a), the Liabilities under the REI Benefit
         Restoration Plan include any supplemental pension benefits provided
         under an employment, severance or supplemental pension agreement with
         (i) an employee of any member of the Resources Group and (ii) any
         person who has the status of a retiree under the REI Benefit
         Restoration Plan as of the Distribution Date.

                                      -19-
<PAGE>   25

               (b) Savings Restoration Plan.

                   (i)   Establishment of Resources Savings Restoration Plan.
                         Effective as of March 1, 2001, or such other date as
                         REI and Resources may mutually agree, Resources shall
                         establish the Resources Savings Restoration Plan which
                         shall be substantially comparable to the REI Savings
                         Restoration Plan. As of March 1, 2001, Resources shall
                         assume all Liabilities to or relating to the Resources
                         Employees under the REI Savings Restoration Plan. As
                         of March 1, 2001, REI shall assume all Liabilities to
                         or relating to the Resources Retired Employees under
                         the REI Savings Restoration Plan.

                   (ii)  Participation in the Resources Savings Restoration
                         Plan. Effective as of March 1, 2001, or such other
                         date as Resources establishes the Resources Savings
                         Restoration Plan, eligible Resources Employees
                         determined in accordance with the terms of the
                         applicable Plan shall only be eligible to participate
                         in the Resources Savings Restoration Plan.

         5.04 RABBI TRUSTS. Effective as of the Distribution Date, or such other
date as REI and Resources may mutually agree, Resources may establish a Rabbi
Trust, which shall be substantially similar to the Reliant Energy, Incorporated
Executive Deferred Compensation Trust. Effective as of the Distribution Date,
REI shall continue to sponsor and shall assume all assets and Liabilities
relating to the NorAm Rabbi Trusts.

         5.05 SEVERANCE PLANS. Resources shall establish such severance plans as
it deems necessary in its discretion. The REI Severance Plans shall provide that
no Resources Employee shall become eligible for severance benefits on account of
Resources ceasing to be a Subsidiary of REI as of the Distribution Date.

                                   ARTICLE VI

                            HEALTH AND WELFARE PLANS

         6.01 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES.

               (a) General - Health and Welfare Plans. Each REI Health and
         Welfare Plan shall retain all Liabilities incurred through the
         Distribution Date or



                                      -20-
<PAGE>   26

         such other date as REI and Resources may mutually agree under each such
         REI Health and Welfare Plan, whether or not claims are filed before the
         Distribution Date, by or on behalf of Resources Employees or their
         spouses or dependents. Resources shall indemnify each such plan against
         the pre-Distribution Date Liabilities by paying the current cost of
         coverage associated with such Resources Employees or their spouses or
         dependents, to the extent not already paid.

               (b) Substantially Similar Self-Insured Plans. Any Health and
         Welfare Plan self-insured by REI and substantially similar to any
         Resources Health and Welfare Plan established as of the Distribution
         Date, or such other date as agreed upon by REI and Resources, shall
         cease to be responsible for Liabilities to or relating to Resources
         Employees under the REI Health and Welfare Plans as of the Distribution
         Date, and the corresponding Resources Health and Welfare Plans shall
         assume such Liabilities as of the Distribution Date.

               (c) Retiree Life and Medical. Effective as of the IPO Closing
         Date, employees of the members of the Resources Group shall no longer
         be eligible to participate in REI's retiree life insurance plan and
         retiree medical plan, and REI shall assume all Liabilities under REI's
         retiree medical plan for certain eligible employees of the members of
         the Resources Group who as of such date have generally attained the age
         of 55 with at least 5 years of service after age 50 under such Plan,
         provided, however, that such employees shall not accrue any additional
         benefits under such Plan. Except as otherwise expressly provided above,
         no other employee of any member of the Resources Group shall be
         entitled to benefits under the REI retiree medical plan. Resources
         shall make available a non-subsidized group insurance arrangement
         through which eligible retired employees of the members of the
         Resources Group may purchase retiree medical insurance at group rates.
         Notwithstanding the foregoing to the contrary, Resources shall maintain
         any retiree medical and retiree life insurance for certain Resources
         Union Employees as may be required pursuant to Section 2.07.

         6.02 CLAIMS FOR HEALTH AND WELFARE PLANS.

               (a) Administration of REI Claims. REI shall administer claims
         incurred under the REI Health and Welfare Plans by Resources Employees
         before the Distribution Date, but only to the extent that Resources has
         not, before the Distribution Date, established and assumed
         administrative responsibility for a comparable Plan. Any determination
         made or settlements entered into by REI with respect to such claims
         shall be final and binding.

               (b) Outsourcing of Claims by REI. REI shall have the right to
         engage a third party administrator, vendor, or insurance company to
         administer ("Outsource") claims incurred under the REI Health and
         Welfare Plans, including claims incurred by employees of the members of
         the Resources Group before the Distribution Date. REI may determine the
         manner and extent of such


                                      -21-
<PAGE>   27

         Outsourcing, including the selection of one or more third party
         administrators, vendors, or insurance companies and the ability to
         transfer the liability for such claims to one or more independent
         insurance companies. REI has Outsourced administration of many REI
         Health and Welfare Plans, as set forth in Section 6.04 and the Schedule
         thereto.

               (c) Outsourcing of Claims by Resources. REI shall use its
         commercially reasonable best efforts for and on behalf of Resources to
         negotiate for Outsourcing arrangements with its third party
         administrators, vendors, or insurance companies with comparable
         features to each of REI's current Outsourcing arrangements.

         6.03 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS.

               (a) Continuance of Elections, Co-Payments and Maximum Benefits.

                   (i)  As of the Distribution Date or such other date as REI
                        and Resources may mutually agree, Resources shall cause
                        the Resources Health and Welfare Plans to maintain
                        substantially comparable coverage and contribution
                        elections, if any, made by Resources Employees under
                        the REI Health and Welfare Plans and apply such
                        elections under the Resources Health and Welfare Plans
                        for the remainder of the period or periods, if any, for
                        which such elections are by their terms applicable. The
                        transfer or other movement of employment between REI
                        and Resources in connection with the Distribution shall
                        constitute neither a "status change" under the REI
                        Health and Welfare Plans or the Resources Health and
                        Welfare Plans nor a "qualifying event," as defined
                        under COBRA.

                   (ii) On and after the Distribution Date, Resources shall
                        cause the Resources Health Plans to recognize and give
                        credit for all benefits paid to Resources Employees
                        under the REI Health Plans for (A) all amounts applied
                        to deductibles, out of pocket maximums, co-payments and
                        other applicable benefit coverage limits with respect
                        to which such expenses have been incurred by Resources
                        Employees under the REI Health Plans for the remainder
                        of the calendar year in which the Distribution Date
                        occurs and (B) all benefits paid to Resources Employees
                        under the REI Health Plans for purposes of determining
                        when such persons have reached their lifetime maximum
                        benefits under the Resources Health Plans.
                        Notwithstanding the above, Resources's obligations under
                        this Subsection 6.03(a)(ii) shall be limited by the
                        market availability of health insurance products or
                        other arrangements satisfying the criteria described
                        above. Resources shall use its



                                      -22-
<PAGE>   28

                        commercially reasonable best efforts to locate and
                        engage the services of a vendor whose policies or other
                        arrangements meet the requirements above.

               (b) Flexible Benefits Plan. To the extent any Resources Employee
         contributed to an account under the REI Flexible Benefits Plan during
         the calendar year that includes the Distribution Date, then effective
         as of the Distribution Date, REI shall transfer to the Resources
         Flexible Benefits Plan the account balances of Resources Employees for
         such calendar year under the REI Flexible Benefits Plan, regardless of
         whether the account balance is positive or negative.

               (c) HCFA Administration. As of the Distribution Date, Resources
         shall assume all Liabilities relating to, arising out of or resulting
         from claims verified by REI or Resources under the HCFA data match
         reports that relate to Resources Employees.

         6.04 VENDOR AND INSURANCE ARRANGEMENTS. REI shall use its commercially
reasonable best efforts for and on behalf of Resources to negotiate for,
effective as of the Distribution Date or such other date as REI and Resources
mutually agree upon: (a) third party ASO Contracts with comparable features and
costs to the ASO Contracts entered into by REI, as set forth in Schedule 6.04(a)
(the "ASO Contracts"); (b) Group Insurance Policies with comparable features and
costs to the Group Insurance Policies entered into by REI, as set forth in
Schedule 6.04(b) (the "Group Insurance Policies"); (c) HMO Agreements with
comparable features and costs to the HMO Agreements entered into by REI, as set
forth in Schedule 6.04(c) (the HMO Agreements"), and (d) competitive premium
rates for all Resources Health and Welfare Plans. In each case, Resources shall,
as of the Distribution Date or such other date as REI and Resources mutually
agree upon, establish, adopt and/or implement acceptable contracts, agreements
or arrangements. In accordance with Section 9.03, REI shall on or before the
Distribution Date provide upon the request of Resources, copies of such
contracts or successor arrangements thereto identified in Schedules 6.04(a), (b)
and (c).

         6.05 COBRA AND HIPPA. REI shall be responsible, through the
Distribution Date, for compliance with the health care continuation coverage
requirements of COBRA, the portability requirements under the Health Insurance
Portability and Accountability Act of 1996 ("HIPPA") and the REI Health and
Welfare Plans with respect to employees of the members of the Resources Group
and qualified beneficiaries (as such term is defined under COBRA). REI shall
provide all necessary notices, or cause the notices to be provided, as soon as
administratively practical, but in no event later than required under COBRA.
Resources shall be responsible for providing REI or its agents with all
necessary employee change notices and related information for covered
dependents, spouses, qualified beneficiaries (as such term is defined under
COBRA), and alternate recipients pursuant to QMCSO, in accordance with
applicable REI COBRA policies and procedures. As soon as administratively
practicable after the Distribution Date, REI shall provide Resources, through
hard copy, electronic format or such other mechanism as is appropriate under the
circumstances, with a list of all qualified beneficiaries (as such term is
defined under COBRA) that relate to the members of the Resources


                                      -23-
<PAGE>   29

Group and the relevant information pertaining to their coverage elections.
Effective as of the Distribution Date, Resources shall be solely responsible for
compliance with the health care continuation coverage requirements of COBRA and
the portability requirements under HIPPA for the Resources Health and Welfare
Plans for Resources Employees and their qualified beneficiaries (as such term is
defined under COBRA).

         6.06 LEAVE OF ABSENCE PROGRAMS AND FMLA.

               (a) Allocation of Responsibilities After Distribution Date.
         Effective as of the Distribution Date, Resources shall establish the
         Resources Leave of Absence Programs and FMLA programs and shall be
         responsible for administering leaves of absence and complying with FMLA
         with respect to Resources Employees.

               (b) Disclosure. As soon as administratively practicable after the
         Distribution Date, REI shall provide to Resources copies of all records
         pertaining to the leaves of absence and FMLA with respect to all
         Resources Employees to the extent such records have not been previously
         provided.

         6.07 REI WORKERS' COMPENSATION PROGRAM.

               (a) ADMINISTRATION OF CLAIMS.

                   (i)   Through the Distribution Date or such other date as REI
                         and Resources may mutually agree, REI shall continue
                         to be responsible for the administration of all claims
                         that (A) are, or have been, incurred under the REI WCP
                         before the Distribution Date by employees of the
                         Resources Group ("Resources WCP Claims"), and (B) have
                         been historically administered by REI or its third
                         party administrator. However, REI will advise Resources
                         of and secure approval for any material changes to
                         current policy or practice with respect to the
                         administration of Resources WCP Claims.

                   (ii)  Effective as of the Distribution Date or such other
                         date as REI and Resources may mutually agree, Resources
                         shall be responsible for the administration of all
                         Resources WCP Claims.

                   (iii) Each party shall fully cooperate with the other with
                         respect to the administration and reporting of
                         Resources WCP Claims, the payment of Resources WCP
                         Claims determined to be payable, and the transfer of
                         the administration of any Resources WCP Claims to the
                         other party.

                                      -24-
<PAGE>   30

               (b) SELF-INSURANCE STATUS.

                   REI shall maintain and amend, as necessary, its certificates
               of self-insurance and any other applicable policies to include
               Resources until the Distribution Date, and Resources shall fully
               cooperate with REI in obtaining such amendments. REI shall use
               its commercially reasonable best efforts to obtain self-insurance
               status for workers' compensation for Resources effective as of
               the Distribution Date in those jurisdictions in which Resources
               conducts business, in which REI is self-insured, and where REI
               and Resources mutually agree that such status is beneficial to
               Resources. Resources hereby authorizes REI to take all actions
               necessary and appropriate on its behalf in order to obtain such
               self-insurance status. All costs incurred by REI in amending such
               certificates, including without limitation filing fees,
               adjustments of security and excess loss policies and amendments
               of safety programs, shall be shared pro rata by REI and
               Resources.

               (c) INSURANCE POLICY.

                   (i)   Effective as of the Distribution Date, in all states
                         other than those states where Resources is to be
                         self-insured pursuant to Subsection 6.07(b) above, REI
                         shall use its commercially reasonable best efforts to
                         negotiate for workers' compensation insurance policies
                         on behalf of Resources from the issuing insurance
                         companies (as set forth in the relevant portion of
                         Schedule 6.04(b)) or different insurance companies
                         which are comparable to the policies previously
                         maintained by REI; provided that the retention under
                         such Resources policies shall be as determined by
                         Resources.

                   (ii)  REI shall use its commercially reasonable best efforts
                         to cause the premium rates for all workers'
                         compensation insurance policies for both REI and
                         Resources in effect for periods through the
                         Distribution Date to be based on the aggregate number
                         of employees covered under the workers' compensation
                         insurance policies of both REI and Resources. Any
                         premiums due under the separate workers' compensation
                         insurance issued to Resources shall be payable by
                         Resources.

                                      -25-
<PAGE>   31

                                  ARTICLE VII.

                          EQUITY AND OTHER COMPENSATION

         7.01 REI OPTIONS.

               (a) Option Conversion. Outstanding REI Options granted prior to
         the year 2001 that are unexercised and unexpired as of the Distribution
         Date shall be replaced with two options, subject to specific country
         tax and legal requirements, one a New REI Option and one a Resources
         Option as follows. In general, a REI Option that qualifies as an
         incentive stock option under the Code will be replaced with a New REI
         Option and a Resources Option which will qualify as incentive stock
         options, provided, however, that in order for incentive stock options
         to remain qualified and retain their tax benefits under the Code, the
         adjustment formulas described below may be required to be altered. With
         respect to each New REI Option, (i) the number of shares of REI Common
         Stock subject to such New REI Option shall equal the number of shares
         of REI Common Stock subject to the REI Option immediately before the
         Distribution Date, and (ii) the per-share exercise price of such New
         REI Option shall equal the per-share exercise price of the REI Option
         immediately prior to the Distribution Date multiplied by 1 minus a
         fraction, the numerator of which is the Distribution Ratio multiplied
         by the Resources Stock Value and the denominator of which is the REI
         Stock Value. With respect to each Resources Option, (i) the number of
         shares of Resources Common Stock subject to such Resources Option,
         shall equal the number of shares of REI Common Stock subject to the REI
         Option immediately before the Distribution Date multiplied by the
         Distribution Ratio, and (ii) the per-share exercise price of such
         Resources Option shall equal the Resources Stock Value multiplied by a
         fraction, the numerator of which is the per-share exercise price of the
         REI Option immediately prior to the Distribution Date and the
         denominator of which is the REI Stock Value. The exercise price per
         share of each such New REI Option and Resources Option will be
         determined such that, immediately following the Distribution Date, the
         difference between the exercise price of each option and the fair
         market value of the shares underlying each option approximately equals,
         in the aggregate, the difference between the exercise price of each REI
         Option and the fair market value per share of REI Common Stock (with
         dividend) immediately prior to the Distribution Date. In addition, the
         ratio of the exercise price of the New REI Options to the fair market
         value of REI's Common Stock immediately after the Distribution Date,
         and the ratio of the exercise price of the Resources Options to the
         fair market value of Resources's Common Stock immediately after the
         Distribution Date, will both approximately equal the ratio of the
         exercise price of the REI Options to the fair market value of REI's
         Common Stock (with dividend) immediately prior to the Distribution
         Date. Employment with Resources will be treated as employment with REI
         for purposes of the New REI Options, and employment with REI will be
         treated as employment with Resources for purposes of the Resources
         Options. Other than the adjustments described in this Section 7.01(a),
         all other terms and conditions



                                      -26-
<PAGE>   32

         applicable to the REI Options (including, but not limited to, the
         vesting schedule) shall remain applicable to the New REI Options and
         the Resources Options following the Distribution Date, and the
         Resources Options shall be issued pursuant to a separate mirror
         transition option plan adopted specifically for the purpose of issuing
         the Resources Options described in this Section 7.01.

               (b) Certain Non-U.S. Optionees. Except as may otherwise be agreed
         upon by REI and Resources, this Section 7.01 shall govern the treatment
         of REI Options held by Non-U.S. Resources Employees. In the event it is
         determined that the local law applicable to any Non-U.S. Optionee
         requires a different treatment, REI and Resources shall take such steps
         as is required to comply with local law or may cash-out those Options
         that cannot reasonably be conformed.

         7.02 REI RESTRICTED SHARES. Performance shares (or bookkeeping units
representing such shares) outstanding under the LICP and the Reliant Energy,
Incorporated Business Unit Performance Share Plan shall vest for the performance
cycle ending December 31, 2000 according to the terms and conditions of the
applicable Plan. Assuming the Distribution Date occurs during the calendar year
2001, the Plan administrator shall determine, as of the Distribution Date, the
level at which the performance objectives have or would have been achieved
through the end of the performance cycle ending December 31, 2001 and shall vest
the outstanding performance shares for such cycle as of the Distribution Date as
though such performance objectives were achieved at that level. As of the
Distribution Date, the Plan administrator shall convert outstanding performance
shares (or bookkeeping units representing such shares) for the performance cycle
ending December 31, 2002 to a number of time-based restricted shares equal to
the number of performance shares that would have vested if the performance
objectives for the performance cycle were achieved at the maximum level. Such
time based restricted shares shall vest if the participant holding such award
remains continuously employed with Resources or REI through December 31, 2002.
Holders of these and other time-based restricted shares granted prior to the
year 2001 that are outstanding on the Distribution Date shall receive shares of
Resources Common Stock (or bookkeeping units representing such shares) in the
same ratio as REI shareholders, but such Resources Common Stock shall be subject
to the same time-based vesting schedule and the other terms and conditions of
the applicable Plan under which they were granted.

         7.03 STOCK PURCHASE PLAN. Effective January 1, 2001, Resources shall
establish a Stock Purchase Plan for the benefit of employees of the members of
the Resources Group which shall be comparable to the plan set forth in Schedule
7.03.

         7.04 RESOURCES LONG-TERM INCENTIVE PLAN. Effective on or before January
1, 2001, or such other date as REI and Resources may mutually agree, Resources
shall establish the LTIP for the benefit of employees of the members of the
Resources Group which shall be comparable to the plan set forth in Schedule
7.04. The LTIP is intended to comply with Code Section 162(m).

                                      -27-
<PAGE>   33

         7.05 RESOURCES ANNUAL INCENTIVE COMPENSATION PLAN. Effective on or
before January 1, 2001, or such other date as REI and Resources may mutually
agree, Resources shall establish the Resources AICP for the benefit of employees
of the members of the Resources Group which shall be comparable to the plan set
forth in Schedule 7.05. The AICP is intended to comply with Code Section 162(m).

                                  ARTICLE VIII.

                            FRINGE AND OTHER BENEFITS

         8.01 FRINGE BENEFITS. Employees of the Resources Group shall continue
to participate in REI's employee assistance program, educational assistance
program, executive financial planning program and relocation program and shall
continue to have access to the credit union, The Employee Association and the
Wellness Activity Center (collectively, the "REI Fringe Benefits") through the
Distribution Date or such other date as REI and Resources may mutually agree.
Effective as of the Distribution Date, Resources shall establish the Resources
Fringe Benefits which Resources deems appropriate in its sole discretion.
Effective as of the Distribution Date, eligible Resources Employees determined
in accordance with the terms of the applicable plans or programs shall only be
eligible to participate in the Resources Fringe Benefits.

         8.02 APPLIANCE LOANS. Effective as of the Distribution Date, Resources
will purchase or cause to be purchased, for an amount equal to the outstanding
principal amount thereof plus accrued and unpaid interest thereon through the
Distribution Date, all outstanding loans on the Distribution Date made by REI to
Resources Employees under any REI appliance purchase program. From and after the
Distribution Date, REI shall have no further responsibility for such loans or
for the administration of this program with respect to Resources Employees.

         8.03 CHAIRMAN'S SCHOLARSHIP FUNDS. The chairman's scholarship funds
shall remain at REI through and after the Distribution Date.

         8.04 REI FOUNDATION. Effective as of January 1, 2001, sponsorship of
the REI Foundation shall be transferred to Resources.

         8.05 OTHER BENEFITS. To the extent that REI maintains, sponsors or
provides other fringe benefits for its employees not specifically identified in
Section 8.01, then REI shall, to the extent permitted by law, continue to make
such benefits available to employees of the Resources Group on substantially
similar terms and conditions as are offered to the employees of any member of
the REI Group through the Distribution Date or such other date upon which
Resources and REI mutually agree. Resources and REI agree to make commercially
reasonable best efforts to mutually agree on whether, when, and on what terms
any member of the Resources Group shall maintain, sponsor or offer fringe
benefits.

                                   ARTICLE IX.

                                      -28-
<PAGE>   34


         9.01 TRANSITION SERVICES AGREEMENT. On or about the date hereof, REI
and Resources shall enter into the Transition Services Agreement covering the
provisions of various services to be provided by REI to Resources. The
provisions of this Agreement shall be subject to the provisions of such
Transition Services Agreement.

         9.02 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.

               (a) Shared Costs. Resources shall pay its share, as determined by
         REI in good faith, of any contributions made to any trust maintained in
         connection with a REI Plan while Resources is a Participating Company
         in any such REI Plan.

               (b) Contributions to Trusts. With respect to REI Plans to which
         employees of Resources make contributions, REI shall use reasonable
         procedures to determine Resources Liabilities associated with such
         Plans, taking into account such contributions, settlements, refunds and
         similar payments.

               (c) Administrative Expenses Not Chargeable to a Trust. To the
         extent not charged pursuant to this Article IX, and to the extent not
         otherwise agreed to by REI and Resources, and to the extent not
         chargeable to a trust established in connection with a REI Plan,
         Resources shall be responsible, through either direct payment or
         reimbursement to REI, for its allocable share of expenses incurred by
         REI in the administration of (i) the REI Plans while Resources
         participates in such Plans, and (ii) the Resources Plans, to the extent
         REI administers such Plans. For this purpose, Resources's allocable
         share of such expenses shall be calculated in accordance with current
         practice in effect as of the date of this Agreement.

         9.03 SHARING OF PARTICIPANT INFORMATION. In accordance with the
applicable provisions of the Separation Agreement, REI and Resources shall
share, or cause to be shared, all participant information that is necessary or
appropriate for the efficient and accurate administration of each of the REI
Plans and the Resources Plans during the respective periods applicable to such
Plans as Resources and REI may mutually agree. REI and Resources and their
respective authorized agents shall, subject to applicable laws of
confidentiality and data protection, be given reasonable and timely access to,
and may make copies of, all information relating to the subjects of this
Agreement in the custody of the other party or its agents, to the extent
necessary or appropriate for such administration.

         9.04 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS. While
Resources is a Participating Company in the REI Plans, REI shall take, or cause
to be taken, all actions necessary or appropriate to facilitate the distribution
of all REI Plan-related communications and materials to employees, participants
and beneficiaries, including (without limitation) summary plan descriptions and
related summaries of material modification(s), summary annual reports,
investment information, prospectuses, notices and enrollment material for the
REI Plans. Resources shall provide all information needed by REI to



                                      -29-
<PAGE>   35

facilitate such REI Plan-related communications. Resources shall take, or cause
to be taken, all actions necessary or appropriate to facilitate the distribution
of all Resources Plan-related communications and materials to employees,
participants and beneficiaries. Resources shall assist, and Resources shall
cause each other applicable member of the Resources Group to assist, REI in
complying with all reporting and disclosure requirements of ERISA, including the
preparation of Form Series 5500 annual reports, for the REI Plans, where
applicable.

         9.05 AUDITS REGARDING VENDOR CONTRACTS. From the period beginning as of
the Distribution Date or such other date as REI and Resources mutually agree
upon and ending on such date as REI and Resources may mutually agree, REI and
Resources and their duly authorized representatives shall have the right to
conduct joint audits with respect to any vendor contracts that relate to both
the REI Health and Welfare Plans and the Resources Health and Welfare Plans. The
scope of such audits shall remain consistent with the current practices and all
documents and other information currently made available for review shall
continue to be made available. REI and Resources shall agree on the performance
standards, audit methodology, auditing policy and quality measures, reporting
requirements, and the manner in which costs incurred in connection with such
audits will be shared.

         9.06 BENEFICIARY DESIGNATIONS. Subject to Section 9.09, all beneficiary
designations made by employees of the Resources Group for the REI Plans (other
than the Retirement Plan, except to the extent Resources may be required to
establish or assume the sponsorship of a retirement plan(s) pursuant to Section
2.07) shall be transferred to and be in full force and effect under the
corresponding Resources Plans until such time, if ever, any such beneficiary
designations are replaced or revoked by the employees of the Resources Group who
made the beneficiary designations. All beneficiary designations made by
Resources Retired Employees for the Resources Plans shall be transferred to and
be in full force and effect under the corresponding REI Plans until such time,
if ever, any such beneficiary designations are replaced or revoked by the
Resources Retired Employees who made the beneficiary designations.

         9.07 REQUESTS FOR IRS AND DOL OPINIONS. REI and Resources shall make
such applications to regulatory agencies, including the IRS and DOL, as may be
necessary or appropriate. Resources and REI shall cooperate fully with one
another on any issue relating to the transactions contemplated by this Agreement
for which REI and/or Resources elects to seek a determination letter or private
letter ruling from the IRS or an advisory opinion from the DOL.

         9.08 FIDUCIARY MATTERS. REI and Resources each acknowledge that actions
contemplated to be taken pursuant to this Agreement may be subject to fiduciary
duties or standards of conduct under ERISA or other applicable law, and no party
shall be deemed to be in violation of this Agreement if such party fails to
comply with any provisions hereof based upon such party's good faith
determination that to do so would violate such a fiduciary duty or standard.

         9.09 CONSENT OF THIRD PARTIES. If any provision of this Agreement is
dependent on the consent of any third party (such as a vendor) and such consent
is withheld, REI and Resources shall use their commercially reasonable best
efforts to implement the applicable


                                      -30-
<PAGE>   36

provisions of this Agreement. If any provision of this Agreement cannot be
implemented due to the failure of such third party to consent, REI and Resources
shall negotiate in good faith to implement the provision in a mutually
satisfactory manner.

         9.10 TAX COOPERATION. In connection with the interpretation and
administration of this Agreement, REI and Resources shall take into account the
agreements and policies established pursuant to the Separation Agreement and the
Tax Allocation Agreement.

         9.11 PLAN RETURNS. Plan Returns shall be filed or caused to be filed by
REI or Resources as the case may be in accordance with the principles
established in the Tax Allocation Agreement. For purposes of this Section 9.11,
"Plan Returns" means any return, report, certificate, form or similar statement
or document required to be filed with a government agency with respect to an
employee benefit plan governed by the ERISA, or a program governed by Section
6039D of the Code.

                                    ARTICLE X.

                           EMPLOYMENT-RELATED MATTERS

         10.01 TERMS OF RESOURCES EMPLOYMENT. Employees of the Resources Group
shall be required to execute a new agreement regarding confidential information
and proprietary developments in a form approved by Resources. In addition,
nothing in the Separation Agreement, this Agreement, or any Ancillary Agreement
should be construed to change the at-will status of any of the employees of any
member of the REI Group or the Resources Group.

         10.02 HR DATA SUPPORT SYSTEMS. REI shall provide human resources data
support for employees of the members of the Resources Group in accordance with
the terms of the Transition Services Agreement.

         10.03 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS. Resources will
comply with all immigration laws and regulations of the Unites States of America
as such laws and regulations applied to employees of any member of the REI Group
in the United States of America pursuant to a work or training visa regardless
of visa category. Resources expressly assumes all obligations, liabilities and
undertakings arising from or under attestations made in each certified and
effective Labor Condition Application filed by REI. Resources shall file amended
petitions with the Immigration and Naturalization Service, as may be necessary
or appropriate. In such cases, the foreign national employee will remain
employed by a member of the REI Group and continue to participate in the REI
Plans until such amended petitions have been approved.

         10.04 CONFIDENTIALITY AND PROPRIETARY INFORMATION.

               (a) No provision of the Separation Agreement or any Ancillary
         Agreement shall be deemed to release any individual for any violation
         of the REI non-competition guideline or any agreement or policy
         pertaining to confidential or proprietary information of any member of
         the REI Group or Resources Group,



                                      -31-
<PAGE>   37

         or otherwise relieve any individual of his or her obligations under
         such non-competition guideline, agreement, or policy.

               (b) Employee Agreements. As used in this Section 10.04(b),
         "Employee Agreement" means any employment, severance, supplemental
         pension agreement or confidentiality agreement, and any corresponding
         agreements executed by REI or Resources employees in connection with
         their employment. Nothing in this Agreement, the Separation Agreement
         or any other Ancillary Agreement shall be deemed to supercede any
         provision regarding the conduct of employees mandated by the Federal
         Energy Regulatory Commission or any other applicable regulatory
         authority.

                   (i)   Survival of REI Employee Agreement Obligations and
                         REI's Common Law Rights. The REI Employee Agreements
                         of all Resources Employees and all former REI
                         employees transferred to Resources on or before the
                         Distribution Date shall remain in full force and
                         effect according to their terms, and all Liabilities
                         thereunder shall be assumed by Resources.
                         Notwithstanding the foregoing to the contrary, none of
                         the following acts committed by former REI or Resources
                         employees within the scope of their Resources
                         employment shall constitute a breach of such REI
                         Employee Agreements: (i) the use or disclosure of
                         Confidential Information (as that term is defined in
                         the REI Employee Agreement) for or on behalf of
                         Resources, if such disclosure is consistent with the
                         assignment or license of rights, businesses and assets
                         granted to Resources and restrictions imposed on
                         Resources under the Separation Agreement, any other
                         Ancillary Agreement or any other agreement between the
                         parties, and (ii) the rendering of any services,
                         directly or indirectly, to Resources to the extent
                         such services are consistent with the assignment or
                         license of rights, businesses and assets granted to
                         Resources and the restrictions imposed on Resources
                         under the Separation Agreement, any other Ancillary
                         Agreement or any other agreement between the parties.
                         Further, REI retains any rights it has under statute
                         or common law with respect to actions by its former
                         employees to the extent such actions are inconsistent
                         with the assignment or license of rights, businesses
                         and assets granted to Resources and restrictions
                         imposed on Resources under the Separation Agreement,
                         any other Ancillary Agreement or any other agreement
                         between the parties.

                   (ii)  Survival of Resources's Employee Agreement Obligations
                         and Resources's Common Law Rights. The Resources
                         Employee Agreements of all REI Employees and all former
                         Resources employees transferred to REI on or before the
                         Distribution Date shall remain in full force and effect
                         according to


                                      -32-
<PAGE>   38

                         their terms; provided, however, that none of the
                         following acts committed by former Resources or REI
                         employees within the scope of their REI employment
                         shall constitute a breach of such Resources Employee
                         Agreements: (i) the use or disclosure of Confidential
                         Information (as that term is defined in the REI
                         Employee Agreement) for or on behalf of REI, if such
                         disclosure is consistent with the rights, businesses
                         and assets retained by REI and restrictions imposed on
                         REI under the Separation Agreement, any other
                         Ancillary Agreement or any other agreement between the
                         parties, and (ii) the rendering of any services,
                         directly or indirectly, to REI to the extent such
                         services are consistent with the rights, businesses
                         and assets retained by REI and the restrictions
                         imposed on REI under the Separation Agreement, any
                         other Ancillary Agreement or any other agreement
                         between the parties. Further, Resources retains any
                         rights it has under statute or common law with respect
                         to actions by its former employees to the extent such
                         actions are inconsistent with the rights, businesses
                         and assets retained by REI and restrictions imposed on
                         REI under the Separation Agreement, any other Ancillary
                         Agreement or any other agreement between the parties.

                   (iii) Assignment, Cooperation for Compliance and Enforcement.

                       (A)(1) REI retains all rights under the REI Employee
               Agreements of all former REI employees necessary to permit REI to
               protect the rights and interests of REI, but hereby transfers and
               assigns to Resources its rights under the REI Employee Agreements
               of all former REI employees to the extent required to permit
               Resources to enjoin, restrain, recover damages from or obtain
               specific performance of the REI Employee Agreements or obtain
               other remedies against any employee who breaches his or her REI
               Employee Agreement, and to the extent necessary to permit
               Resources to protect its rights and interests.

                       (2) REI and Resources agree, at their own respective cost
               and expense, to use their reasonable efforts to cooperate as
               follows: (A) Resources shall advise REI of: (1) any violation(s)
               of the REI Employee Agreements by Resources or former REI
               employees, and (2) any violation(s) of the Resources Employee
               Agreements which affect REI's rights; and (B) REI shall advise
               Resources of any violation(s) of the REI Employee Agreements by
               current or former REI employees which affect Resources's rights;
               provided, however, that the foregoing obligations shall only
               apply to violation(s) which become known to an attorney within
               the legal department of the party obligated to provide notice
               thereof.

                                      -33-
<PAGE>   39

                       (3) REI and Resources each may separately enforce the REI
               Employee Agreements of Resources and former REI employees to the
               extent necessary to reasonably protect their respective
               interests, provided, however, that (i) Resources shall not
               commence any litigation relating thereto without first consulting
               with REI's General Counsel or his or her designee and (ii) REI
               shall not commence any litigation relating thereto against any
               former REI employee who is at the time an employee of the
               Resources Group without first consulting with Resources's General
               Counsel or his or her designee. If either party, in seeking to
               enforce any REI Employee Agreement, notifies the other party that
               it requires, or desires, the other party to join in such action,
               then the other party shall do so. In addition, if either party
               commences or becomes a party to any action to enforce a REI
               Employee Agreement of an employee of the Resources Group or
               former REI employee, the other party shall, whether or not it
               becomes a party to the action, cooperate with the other party by
               making available its files and employees who have information or
               knowledge relevant to the dispute, subject to appropriate
               measures to protect the confidentiality of any proprietary or
               confidential information that may be disclosed in the course of
               such cooperation or action and subject to any relevant privacy
               laws and regulations. Any such action shall be conducted at the
               expense of the party bringing the action and the parties shall
               agree on a case by case basis on compensation, if any, of the
               other party for the value of the time of such other party's
               employees as reasonably required in connection with the action.

                       (B)(1) Resources retains all rights under the Resources
               Employee Agreements of all former Resources employees necessary
               to permit Resources to protect the rights and interests of
               Resources, but hereby transfers and assigns to REI its rights
               under the Resources Employee Agreements of all former Resources
               employees to the extent required to permit REI to enjoin,
               restrain, recover damages from or obtain specific performance of
               the Resources Employee Agreements or obtain other remedies
               against any employee who breaches his or her Resources Employee
               Agreement, and to the extent necessary to permit REI to protect
               its rights and interests.

                       (2) REI and Resources agree, at their own respective cost
               and expense, to use their reasonable efforts to cooperate as
               follows: (A) REI shall advise Resources of: (1) any violation(s)
               of the Resources Employee Agreements by REI or former Resources
               employees, and (2) any violation(s) of the REI Employee
               Agreements which affect Resources's rights; and (B) Resources
               shall advise REI of any violations of the Resources Employee
               Agreements by current or former Resources employees which affect
               REI's rights; provided, however, that the foregoing obligations
               shall only apply to violations which become known

                                      -34-
<PAGE>   40

               to an attorney within the legal department of the party
               obligated to provide notice thereof.

                       (3) REI and Resources each may separately enforce the REI
               Employee Agreements of REI and former Resources employees to the
               extent necessary to reasonably protect their respective
               interests, provided, however, that (i) REI shall not commence any
               litigation relating thereto without first consulting with
               Resources's General Counsel or his or her designee and (ii)
               Resources shall not commence any litigation relating thereto
               against any former Resources employee who is at the time a REI
               Employee without first consulting with REI's General Counsel or
               his or her designee. If either party, in seeking to enforce any
               Resources Employee Agreement, notifies the other party that it
               requires, or desires, the other party to join in such action,
               then the other party shall do so. In addition, if either party
               commences or becomes a party to any action to enforce a Resources
               Employee Agreement of a REI Employee or former Resources
               employee, the other party shall, whether or not it becomes a
               party to the action, cooperate with the other party by making
               available its files and employees who have information or
               knowledge relevant to the dispute, subject to appropriate
               measures to protect the confidentiality of any proprietary or
               confidential information that may be disclosed in the course of
               such cooperation or action and subject to any relevant privacy
               laws and regulations. Any such action shall be conducted at the
               expense of the party bringing the action and the parties shall
               agree on a case by case basis on compensation, if any, of the
               other party for the value of the time of such other party's
               employees as reasonably required in connection with the action.

                       (C) REI and Resources understand and acknowledge that
               matters relating to the making, performance, enforcement,
               assignment and termination of employee agreements are typically
               governed by the laws and regulations of the national, federal,
               state or local governmental unit where an employee resides, or
               where an employee's services are rendered, and that such laws and
               regulations may supersede or limit the applicability or
               enforceability of this Section 10.04. In such circumstances, REI
               and Resources agree to take action with respect to the employee
               agreements that best accomplishes the parties' objectives as set
               forth in this Section 10.04 and that is consistent with
               applicable law.

                                      -35-
<PAGE>   41

         10.05 ACCRUED PAYROLL, BONUSES, PROFIT SHARING AND COMMISSIONS. Except
as otherwise specified in an Ancillary Agreement, Resources shall be responsible
for all Liabilities relating to, arising out of, or attributable to payroll,
bonuses, profit sharing and commissions accrued by employees of Resources
through the Distribution Date. REI and Resources shall agree on the manner and
method of payment for all payroll, bonuses, profit sharing and commissions
agreed to on behalf of employees who have been employed by Resources on or
before the Distribution Date. REI shall provide or cause to be provided to
Resources in the same manner as in effect on the date of this Agreement all
payroll services as required in the Transition Services Agreement.

         10.06 PAYROLL AND WITHHOLDING.

               (a) Income Reporting, Withholding. REI shall perform in the same
manner as in effect on the date of this Agreement the income reporting and
withholding function under Resources's employer identification number for
employees of the Resources Group and other service providers as required by the
Transition Services Agreement.

               (b) Delivery of, and Access to, Documents and Other Information.
Concurrently with the Distribution Date, REI shall cause to be delivered to
Resources, the employee information set forth on all IRS Forms W-4 executed by
REI Employees designated as Resources Employees as of the Distribution Date. For
the period ending on the Distribution Date (and for such additional period as
REI and Resources may mutually agree), REI shall make reasonably available to
Resources all forms, documents or information, no matter in what format stored,
relating to compensation or payments made to any employee or service provider of
Resources. Such information may include, but is not limited to, information
concerning employee payroll deductions, payroll adjustments, records of time
worked, tax records (e.g., IRS Forms W-2, W-4, 940 and 941), and information
concerning garnishment of wages or other payments.

               (c) Consistency of Tax Positions; Duplication. REI and Resources
shall individually and collectively make commercially reasonable best efforts to
avoid unnecessarily duplicated federal, state or local payroll taxes, insurance
or workers' compensation contributions, or unemployment contributions arising on
or after the Distribution Date. REI and Resources shall take consistent
reporting and withholding positions with respect to any such taxes or
contributions.

                                      -36-
<PAGE>   42

         10.07 PERSONNEL AND PAY RECORDS. For the period beginning on the date
of this Agreement and ending on the Distribution Date (and for such additional
period as REI and Resources may mutually agree), REI shall make reasonably
available to Resources for review and reproduction, subject to applicable laws
on confidentiality and data protection, all current and historic forms,
documents or information, no matter in what format stored, relating to
pre-Distribution Date personnel and medical records. Such forms, documents or
information may include, but is not limited to: (a) information regarding
ranking or promotions of employees of the Resources Group; (b) the existence and
nature of garnishment orders or other judicial or administrative actions or
orders affecting an employee's or service provider's compensation; and (c)
performance evaluations.

         10.08 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES. No
provision of this Agreement, the Separation Agreement, or any Ancillary
Agreement shall be construed to create any right, or accelerate entitlement, to
any compensation or benefit whatsoever on the part of any Resources Employee or
other future, present or former employee of REI or Resources under any REI Plan
or Resources Plan or otherwise. Without limiting the generality of the
foregoing: (a) except as otherwise provided in this agreement or applicable
provisions of Plans, neither the Distribution nor the termination of the
Participating Company status of Resources or any member of the Resources Group
shall cause any employee to be deemed to have incurred a termination of
employment; and (b) no transfer of employment between REI and Resources before
the Distribution Date shall be deemed a termination of employment for any
purpose hereunder.

                                  ARTICLE XI.

                               GENERAL PROVISIONS

         11.01 EFFECT IF IPO AND/OR DISTRIBUTION DOES NOT OCCUR. Subject to
Section 11.08, if the IPO and/or Distribution does not occur, then all actions
and events that are, under this Agreement, to be taken or occur effective as of
the IPO Closing Date, and/or Distribution Date, or otherwise in connection with
the IPO and/or Distribution, shall not be taken or occur except to the extent
specifically agreed by Resources and REI.

         11.02 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, the understanding and agreement being that no provision contained
herein, and no act of the parties, shall be deemed to create any relationship
between the parties other than the relationship set forth herein. This Agreement
shall be binding upon and inure solely to the benefit of and be enforceable by
each party and its respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

         11.03 AFFILIATED COMPANIES. Each of REI and Resources shall cause to be
performed, and hereby guarantee the performance of, any and all actions of any
and all members of the REI Group or the Resources Group, respectively.

                                      -37-
<PAGE>   43

         11.04 INCORPORATION OF SEPARATION AGREEMENT PROVISIONS. If a dispute,
claim or controversy results from or arises out of or in connection with this
Agreement, the parties agree to use the procedures set forth in Article IX of
the Separation Agreement in lieu of other available remedies, to resolve same.
The provisions of Article IX (Arbitration and Dispute Resolution), and Sections
5.5 (Issuance of Stock), 10.2 (Further Instruments), 10.5 (Audit Rights), 10.8
(Governmental Approvals), 11.1 (Limitation of Liability), 11.5 (Notices), 11.7
(Binding Effect; Assignment) and 11.11 (Authority) of the Separation Agreement
are hereby incorporated herein by reference, and unless otherwise expressly
specified herein, such provisions shall apply as if fully set forth herein
(references in this Section 11.04 to an "Article" or "Section" shall mean
Articles or Sections of the Separation Agreement, and, except as expressly set
forth herein, references in the material incorporated herein by reference shall
be references to the Separation Agreement).

         11.05 GOVERNING LAW. To the extent not preempted by applicable federal
law, this Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of Texas, irrespective of the choice of
law principles of the State of Texas, as to all matters, including matters of
validity, construction, effect, performance and remedies.

         11.06 SEVERABILITY. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible and in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the fullest possible extent.

         11.07 AMENDMENT. The Boards of Directors of Resources and REI may
mutually agree to amend the provisions of this Agreement at any time or times,
either prospectively or retroactively, to such extent and in such manner as the
Boards mutually deem advisable. Each Board may delegate its amendment power, in
whole or in part, to one or more Persons or committees as it deems advisable.
Accordingly, each Board hereby gives the chief executive officer of Resources
and the chief executive officer of REI the full power and authority to mutually
adopt an amendment to this Agreement (subject to each of their authority to
amend Plans).

         11.08 TERMINATION. This Agreement may be terminated and the
Distribution abandoned at any time prior to the IPO Closing Date by REI in its
sole discretion. This Agreement may be terminated at any time after the IPO
Closing Date and before the Distribution Date by mutual consent of REI and
Resources. In the event of termination pursuant to this Section, no party shall
have any liability of any kind under this Agreement to the other party.

                                      -38-
<PAGE>   44

         11.09 CONFLICT. In the event of any conflict between the provisions of
this Agreement and the Separation Agreement, any Ancillary Agreement, or Plan,
the provisions of this Agreement shall control.

         11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same Agreement.


                                      -39-
<PAGE>   45

         IN WITNESS WHEREOF, each of the parties have caused this Employee
Matters Agreement to be executed on its behalf by its officers thereunto duly
authorized on the day and year first above written.

                                        RELIANT ENERGY, INCORPORATED



                                        By:/s/ David M. McClanahan
                                           -----------------------------------
                                                 David M. McClanahan
                                                 Vice Chairman



                                        RELIANT RESOURCES, INC.



                                        By: /s/ R. S. Letbetter
                                           -----------------------------------
                                                 R. S. Letbetter
                                                 Chairman, President and
                                                 Chief Executive Officer




                                       40