exv10w2w81






Exhibit 10.2.81




GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



 









 





GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



I N D E X



	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ADMINISTRATION
	 	 	5	 
	2.1 Plan Administrator
	 	 	5	 
	2.2 Records of Committee
	 	 	5	 
	2.3 Committee Action
	 	 	5	 
	2.4 Compensation, Expenses and Advisors of the Committee
	 	 	5	 
	2.5 Liability of the Committee
	 	 	5	 
	2.6 Powers and Duties of the Committee
	 	 	6	 
	2.7 General Powers of Committee
	 	 	6	 
	2.8 Participation by Committee
	 	 	6	 
	2.9 Information From Employers
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III ACCOUNTS AND INVESTMENTS
	 	 	7	 
	3.1 Accounts
	 	 	7	 
	3.2 Deemed Investment of Funds
	 	 	7	 
	3.3 Distribution of Benefits
	 	 	8	 
	3.4 Nature of Company’s Obligation
	 	 	8	 
	3.5 Administrative Costs
	 	 	8	 
	3.6 Forfeitures
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV RIGHTS OF PARTICIPANTS
	 	 	10	 
	4.1 No Employment Agreement
	 	 	10	 
	4.2 Restrictions on Assignment
	 	 	10	 
	4.3 Prerequisites to Benefits
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V PAYMENTS TO BENEFICIARIES
	 	 	11	 
	5.1 Beneficiary Designations
	 	 	11	 
	5.2 Payments to Beneficiaries
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI CLAIMS FOR BENEFITS
	 	 	12	 
	6.1 Presenting Claims for Benefits
	 	 	12	 
	6.2 Claims Review Procedure
	 	 	12	 
	6.3 Disputed Benefits
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII AMENDMENT, TERMINATION AND ADOPTION OF PLAN
	 	 	14	 
	7.1 Amendment or Termination of the Plan
	 	 	14	 
	7.2 Designation of Employers
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	15	 
	8.1 Reliance Upon Information
	 	 	15	 
	8.2 Governing Law
	 	 	15	 
	8.3 Severability
	 	 	15	 
	8.4 Notice
	 	 	15	 
	8.5 Withholding of Taxes
	 	 	15	 
	8.6 Code Section 409A
	 	 	15	 






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	 	 	Page	 
	PROGRAM A DEFERRED COMPENSATION
	 	 	A-1	 
	 
	 	 	 	 
	ARTICLE I RELATIONSHIP TO THE PLAN
	 	 	A-1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	A-1	 
	2.1 Eligibility
	 	 	A-1	 
	2.2 Designation of Employee Participants
	 	 	A-1	 
	2.3 Election to Participate
	 	 	A-1	 
	 
	 	 	 	 
	ARTICLE III DEFERRALS
	 	 	A-2	 
	3.1 Employee Deferrals
	 	 	A-2	 
	3.2 Director Deferrals
	 	 	A-2	 
	3.3 Revocation
	 	 	A-2	 
	 
	 	 	 	 
	ARTICLE IV INVESTMENTS OF ACCOUNTS
	 	 	A-3	 
	4.1 Crediting of Accounts
	 	 	A-3	 
	4.2 Deemed Investment
	 	 	A-3	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	A-3	 
	5.1 Optional Forms of Distribution
	 	 	A-3	 
	5.2 Distribution Upon Disability
	 	 	A-4	 
	 
	 	 	 	 
	PROGRAM B SAVINGS RESTORATION BENEFITS
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE I RELATIONSHIP TO THE PLAN
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE III RESTORATION BENEFITS
	 	 	B-1	 
	3.1 Restoration Benefit for Plan Years 2011 and After
	 	 	B-1	 
	 
	 	 	 	 
	ARTICLE IV INVESTMENT OF ACCOUNTS
	 	 	B-2	 
	4.1 Crediting of Accounts
	 	 	B-2	 
	4.2 Deemed Investment
	 	 	B-2	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	B-2	 
	5.1 Lump-Sum Distributions
	 	 	B-2	 
	5.2 Distribution Upon Disability
	 	 	B-2	 
	5.3 Vesting
	 	 	B-3	 
	 
	 	 	 	 
	PROGRAM C SAVINGS DEFERRAL BENEFITS
	 	 	C-1	 
	 
	 	 	 	 
	ARTICLE I RELATIONSHIP TO THE PLAN
	 	 	C-1	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	C-1	 
	 
	 	 	 	 
	ARTICLE III DEFERRAL BENEFITS
	 	 	C-1	 
	 
	 	 	 	 
	ARTICLE IV INVESTMENT OF ACCOUNTS
	 	 	C-2	 
	4.1 Crediting of Accounts
	 	 	C-2	 
	4.2 Deemed Investment
	 	 	C-2	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTIONS
	 	 	C-2	 
	5.1 Lump-Sum Distributions
	 	 	C-2	 
	5.2 Distribution Upon Disability
	 	 	C-2	 
	5.3 Vesting
	 	 	C-3	 






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GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



RECITALS



          Effective as of January 1, 2005, RRI Energy, Inc. (the “Company”), a Delaware corporation,
established the RRI Energy, Inc. Deferral and Restoration Plan, as amended (the “Plan”) in order to
provide non-qualified benefits for its eligible employees and non-employee directors that are
earned or vest on and after January 1, 2005. The Plan is intended to qualify for the exemptions
provided under Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), for plans that are not tax-qualified and that are maintained primarily to provide
deferred compensation for a select group of management or highly compensated employees. In
addition, the Plan is intended to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), to the extent applicable.




          Prior to January 1, 2011, the Plan provided two separate “Benefit Programs.” Program A
permits the deferral of compensation on favorable terms and thereby provide greater incentives to
eligible Participants to remain in service with the Company and maintain the highest standards of
performance. Program B restores to eligible Participants a portion of the employer contributions
that they are unable to receive under RRI Energy, Inc. Savings Plan (the “Savings Plan”) as a
result of qualified plan limits under the Code.




          Effective as of December 3, 2010 (the “Closing Date”), RRI Energy Holdings, Inc., a direct
wholly owned subsidiary of the Company, merged with and into Mirant Corporation (“Mirant”),
pursuant to a certain Agreement and Plan of Merger by and among the Company, RRI Energy Holdings,
Inc. and Mirant, dated as of April 11, 2010, as amended. As of the Closing Date, the name of RRI
changed to GenOn Energy, Inc., the name of the Plan was changed to the GenOn Energy, Inc. Deferral
and Restoration Plan, and the name of the Savings Plan changed to the GenOn Energy Savings Plan.




          Effective as of January 1, 2011, the Board of Directors of the Company approved the amendment
and restatement of the Plan to (i) reflect the change in the name of the Company and the Plan, (ii)
add new Program C to provide eligible participants a portion of the employer contributions that
they are unable to receive under the Savings Plan as a result of deferring amounts under Program A,
and (iii) to make certain design changes to the Plan.




          Except as otherwise expressly provided in the Plan as amended and restated herein, all amounts
deferred and benefits provided under the Plan prior to January 1, 2011, will continue to be
governed by the terms of the Plan as in effect on December 31, 2010.




          NOW, THEREFORE, the Company hereby amends, restates and continues the Plan in the form of, and
by the adoption of, the Plan as herein set forth, effective January 1, 2011, except as otherwise
indicated herein, to read as follows:









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GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



ARTICLE I

DEFINITIONS



          Each term below shall have the meaning ascribed thereto for all purposes of this Plan unless
the context requires a different construction. Capitalized terms used herein that are not defined
below but that are defined in the Savings Plan (as defined below) shall have the meanings ascribed
thereto in the Savings Plan.




          “Account” means a notional account established on behalf of a Participant pursuant to a
Benefit Program to which benefits, earnings and/or losses, and expenses are credited and/or debited
on the Participant’s behalf.




          “Affiliate” means any corporation which is a member of a controlled group of corporations
under Code Section 424(f) or is a member of an affiliated service group, under Code Section 414(m),
of which the Company or any other Employer is a member, and any other business which together with
the Company is under common control pursuant to Code Section 414(c).




          “Annual Installment Payments” means annual payments made to a Participant pursuant to the
terms of a Benefit Program, each of which shall be calculated based on the total value of the
Participant’s relevant Account balance(s) on the date immediately preceding the date of payment,
multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be
the number of annual payments, including the payment to be made, remaining in the payment period.
For purposes of making any annual installment distributions, the Investment Funds in which the
Account(s) that are subject to distribution are invested shall be liquidated on a pro rata basis.




          “Beneficiary” means the person or entity to whom benefits are payable in respect of a
Participant hereunder after the Participant’s death, as provided in the applicable Benefit Program.




          “Beneficiary Designation” has the meaning ascribed thereto in Section 5.1 of the Plan.




          “Benefit Program” or “Program” means each of Program A, Program B and Program C attached
hereto, as amended from time to time, which are hereby incorporated by reference as part of the
Plan, under which specific benefits are provided to Participants.




          “Board” means the Board of Directors of the Company.




          “Bonus” means a performance-based bonus payable in cash to the Employee by an Employer under
the GenOn Energy, Inc. Short-Tem Incentive Plan or such other plan as






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approved by management for inclusion hereunder for a performance period of not less than 12
months.




          “Bonus Deferral” means the amount withheld from an Employee Participant’s Bonus for the
applicable Participation Year, as described in Section 3.1(b) of Program A.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Committee” means the Benefits Committee of the Company or such other committee as shall be
appointed by the Board to administer the Plan pursuant to Article II hereof.




          “Company” means GenOn Energy, Inc., a Delaware corporation, or any successor thereto.




          “Compensation” means the base salary and/or Bonus payable to an Employee by an Employer, and
the meeting and/or retainer (and other similar) fees payable to a Director by the Company.




          “Deferral Account” means an Account established pursuant to Program A to which Participant
deferrals under Program A are recorded, and to which deemed Investment Fund performance and costs
are credited and/or debited.




          “Deferral Plan” means the GenOn Energy, Inc. Deferral Plan, as established effective January
1, 2002, as amended from time to time, and frozen as of December 31, 2004.




          “Director” means a member of the Board who is not an Employee.




          “Effective Date” means January 1, 2011.




          “Employee” means any person, including an officer of any Employer (whether or not he is also a
member of the Board), who is employed by an Employer and whose employment is not covered by the
terms of a collective bargaining agreement between an Employer and a union.




          “Employer” means the Company and each Affiliate or other employing organization in which the
Company has a direct or indirect ownership interest and that has been designated by the Committee
as a participating Employer pursuant to Section 7.2, and the successors, if any, to such
organizations, with such Employers set forth on Appendix A to the Plan.




          “Employment” means employment as an Employee or the current holding of a position as a
Director. The direct transfer of an Employee Participant’s employment (i) from the Company to an
Affiliate, (ii) from an Affiliate to another Affiliate, or (iii) from an Affiliate to the Company
shall not be a Separation from Service of such Participant. Moreover, an Employee’s absence from
active employment on account of temporary illness or during authorized vacation or during temporary
leaves of absence granted by the Employer for reasons of professional advancement, education,
health or government service, or during military leave for any period if the Participant returns to
active employment within 60 days after the






2









 







termination of such military leave, or during any period required to be treated as a leave of
absence by virtue of any valid law or agreement shall not be treated as a Separation from Service
unless otherwise required under Code Section 409A.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




          “Investment Fund” means one or more of the investment funds designated by the Committee at the
time of reference. The Committee from time to time may revise the number and type of Investment
Funds.




          “LTD Plan” means the Company’s long-term disability plan, as amended from time to time.




          “Meeting Fee Deferral” means the amounts withheld from the meeting fees otherwise payable in
cash to a Director Participant in the applicable Participation Year, as described in Section 3.2(a)
of Program A.




          “Mirant Pension Plan Participant” means a “Mirant Pension Plan Participant” as defined in
Section 4.1(b) of the Savings Plan.




          “Participant” means an Employee or a Director who is eligible to participate in one or more
Benefit Programs according to the terms thereof and, if applicable, has elected to so participate.




          “Participation Year” means (i) with respect to Compensation in the form of base salary or
Bonus, the Plan Year during which a Participant performs services for the Employer for such base
salary or Bonus, and (ii) with respect to Compensation in the form of a Director’s meeting and
retainer (and other similar) fees, the Plan Year during which a Participant performs services as a
Director for such fees.




          “Plan” means the GenOn Energy, Inc. Deferral and Restoration Plan, as amended and restated
effective January 1, 2011, as set forth herein, and as may hereafter be amended from time to time.




          “Plan Year” means the 12-month period commencing on January 1 and ending on December 31.




          “Prior Plan” means the GenOn Energy, Inc. Deferral and Restoration Plan, effective as of
January 1, 2005, and as in effect on December 31, 2010.




          “Retainer Fee Deferral” means the amount withheld from the retainer (and other similar) fee
otherwise payable in cash to a Director Participant in the applicable Participation Year, as
described in Section 3.2(b) of Program A.




          “Salary Deferral” means the amounts withheld from an Employee Participant’s base salary for
the applicable Participation Year, as described in Section 3.1(a) of Program A.







3









 








          “Savings Deferral Account” means an Account established pursuant to Program C to which
benefits earned under Program C are recorded, and to which deemed Investment Fund performance and
costs are credited and/or debited.




          “Savings Deferral Benefit” means the Employer contributions made to a Savings Deferral Account
on behalf of a Participant in the applicable Plan Year pursuant to the provisions of Program C.




          “Savings Plan” means the GenOn Energy, Inc. Savings Plan, as amended from time to time.




          “Savings Plan Compensation” means “Compensation” as defined in the Savings Plan with respect
to a Participant but without application of the limitation under Code Section 401(a)(17).




          “Savings Plan Year” means the “Plan Year” as defined in the Savings Plan.




          “Savings Restoration Account” means an Account established pursuant to Program B to which
benefits earned under Program B are recorded, and to which deemed Investment Fund performance and
costs are credited and/or debited.




          “Savings Restoration Benefit” means the Employer contributions made to a Savings Restoration
Account on behalf of a Participant in the applicable Plan Year pursuant to the provisions of
Program B.




          “Separation from Service” means an Employee Participant’s termination of employment or a
Director Participant’s termination of service as a member of the Board that constitutes a
“separation from service” within the meaning Code Section 409A.




          “Trust” means the trust, if any, established under the Trust Agreement.




          “Trust Agreement” means the agreement, if any, entered into between the Company and the
Trustee pursuant to Section 3.4.




          “Trust Fund” means the funds and properties, if any, held pursuant to the provisions of the
Trust Agreement, together with all income, profits, and increments thereto.




          “Trustee” means the trustee or trustees qualified and acting under the Trust Agreement at any
time.




          Words used in this Plan in the singular shall include the plural and in the plural the
singular, and the gender of words used shall be construed to include whichever may be appropriate
under any particular circumstances of the masculine or feminine genders.





4









 








ARTICLE II

ADMINISTRATION




          2.1 Plan Administrator. The Plan shall be administered by the Committee, which shall be
the primary fiduciary with respect to the operation and administration of this Plan and shall serve
as administrator and named fiduciary of the Plan for purposes of ERISA Section 402(a)(i).




          2.2 Records of Committee. The Committee shall keep appropriate records of its proceedings
and the administration of the Plan. The Committee shall make available to Participants and their
Beneficiaries for examination, during business hours, such records of the Benefit Program as
pertain to the examining person and such documents relating to the Benefit Program as are required
by ERISA.




          2.3 Committee Action. The Committee shall act by a majority of its members at the time in
office and such action may be taken either by vote at a meeting (including telephonic meetings) or
in writing without a meeting. The Committee shall keep a record of all its meetings or other
actions and shall forward all necessary communications to the Employers and the Trustee. The
Committee may adopt such rules, regulations and bylaws as it deems desirable for the conduct of its
affairs. The Committee may authorize any one or more of its members or an agent to execute any
document or documents on behalf of the Committee and, in the event such document affects the
Trustee, the Committee shall notify the Trustee in writing of such action and the name or names of
its member or members or other agent so designated. The Trustee thereafter shall accept and rely
upon any document executed by such member or members or agent as representing the action of the
Committee, until the Committee shall file with the Trustee a written revocation of such
designation. Upon the approval of a majority of the members of the Committee, the Committee may
(i) allocate among any of its members any of the responsibilities of the Committee under the Plan
and Trust Agreement and/or (ii) designate any person, firm or corporation that is not a member of
the Committee to carry out any of the responsibilities of the Committee under the Plan and/or Trust
Agreement. Any such allocation or designation shall be made pursuant to a Committee resolution.
The Chairman of the Committee shall be agent of the Plan and the Committee for the service of legal
process at the principal office of the Company.




          2.4 Compensation, Expenses and Advisors of the Committee. The members of the Committee
shall serve without bond (unless otherwise required by law) and without compensation for their
services as such. The Committee may select, and authorize the Trustee to compensate suitably, such
attorneys, agents and representatives as it may deem necessary or advisable to the performance of
its duties. All expenses of the Committee that shall arise in connection with the administration
of the Plan shall be paid by the Employers or by the Trustee from the Trust Fund.




          2.5 Liability of the Committee. Except to the extent that such liability is created by
ERISA, no member of the Committee shall be liable for any act or omission of any other member of
the Committee, nor for any act or omission on his own part except for his own gross negligence or
willful misconduct, nor for the exercise of any power or discretion in the performance of any duty
assumed by him hereunder. The Company shall indemnify and hold harmless each member of the
Committee from any and all claims, losses, damages, expenses






5









 







(including counsel fees approved by such Committee), and liabilities arising from any act or
omission of such member in connection with duties and responsibilities under the Plan and Trust
Agreement, except when the same is judicially determined to be due to the gross negligence or
willful misconduct of such member.




          2.6 Powers and Duties of the Committee. The Committee, on behalf of the Participants and
their Beneficiaries, shall enforce this Plan in accordance with its terms and shall have all powers
necessary for the accomplishment of that purpose, including, but not by way of limitation, the
following powers:





          (a) to determine all questions relating to the eligibility of Employees and
Directors to become Participants;




          (b) to authorize all disbursements by the Trustee from the Trust Fund;




          (c) to interpret and construe all terms, provisions, conditions and limitations
of this Plan and of any Benefit Program adopted hereunder and to reconcile any
inconsistency or supply any omitted detail that may appear in this Plan or in any
Benefit Program adopted hereunder in such manner and to such extent, consistent with
the general terms of the Plan and of any Benefit Program adopted hereunder, as the
Committee shall deem necessary and proper to effectuate the Plan and any Benefit
Program adopted hereunder for the greatest benefit of all parties interested in the
Plan; and




          (d) to make and enforce such rules and regulations for the administration of the
Plan as are not inconsistent with the terms set forth herein.



          2.7 General Powers of Committee. In addition to all other powers herein granted, and in
general consistent with the provisions hereof, the Committee shall have all other rights and powers
reasonably necessary to supervise and control the administration of this Plan. The determination
of any fact by the Committee and the construction placed by the Committee upon the provisions of
this Plan shall be binding upon all of the Participants under this Plan, their Beneficiaries and
the Employers.




          2.8 Participation by Committee. Members of the Committee may be Participants under the
Plan, but no member may vote on any matter relating to his benefits under the Plan (except to the
extent the vote applies to Plan benefits generally).




          2.9 Information From Employers. The Employers shall supply full and timely information to
the Committee and its delegates as may be required in administration of the Plan.







6








 





ARTICLE III

ACCOUNTS AND INVESTMENTS




          3.1 Accounts. A separate Account(s) shall be established and maintained for each Participant
in accordance with the provisions of the Benefit Programs in which he participates. Each Account
shall clearly reflect the contributions made to the Plan under the relevant Benefit Program(s) on
behalf of the Participant, whether by the Participant or by an Employer. All Accounts shall also
reflect the consequences of the deemed investment provided for in the applicable Benefit Program.
All interest, dividends, charges for premiums, capital changes or market changes applicable to each
Account shall be credited or debited to the Account as they are deemed to occur. Until otherwise
provided by the Committee, Accounts shall be valued as of each business day. A statement of each
Account shall be furnished to Participants, in the form and manner prescribed the Committee, from
time to time, but no less frequently than annually, based on the net fair market value of the
deemed investments of the Account as of the statement date.




          3.2 Deemed Investment of Funds.





          (a) Deemed Investment of Accounts. All Accounts shall be deemed to be invested among
the Investment Funds in accordance with the directions of the Participant and following the
relevant rules and procedures prescribed by the Committee. Except as otherwise expressly
provided herein, interest, dividends and other income and all profits, gains and losses
deemed to have been produced by each Investment Fund shall be credited or debited in such
Investment Fund.




               Prior to or upon the initial crediting of contributions to an Account on behalf of a
Participant, the Participant, in accordance with procedures established by the Committee,
shall file with the Committee an initial investment instruction indicating the manner in
which his Account shall be deemed allocated among the available Investment Funds. If no
such instruction shall have been received by the Committee, the Participant’s Account
initially shall be deemed allocated among the available Investment Funds in the manner
determined by the Committee. A Participant’s investment instruction, including any
permitted changes thereto as described below, shall apply to all contributions subsequently
credited to an Account on behalf of the Participant unless otherwise specified in the
applicable Benefit Program or by the Committee.




               Until such time as the Committee provides otherwise, Participants shall be permitted to
change investment instructions in the manner approved by the Committee at any time with
unlimited frequency. Any such change in investment instructions shall be effective as soon
as reasonably practicable following receipt of the change of investment instructions by the
Committee (or its delegate), but in no event shall such change be effective earlier than the
close of business on the date on which such change is received by the Committee.




          (b) Company Ownership. All contracts and other evidence of the investment of all assets
related to this Plan shall be registered in the name of the Company, which shall be the
owner/beneficiary thereof. While the Company may choose to invest assets



7









 






equal to Account
balances in accordance with the deemed investments described herein, it reserves the right
not to make any such investment.



          3.3 Distribution of Benefits. A Participant’s Accounts shall be distributed to him in the
manner set forth in the applicable Benefit Program.




          3.4 Nature of Company’s Obligation. Plan benefits herein provided are a contractual obligation
of the Company and shall be paid out of the Company’s general assets. Neither a Participant nor a
Beneficiary shall acquire any interest greater than that of an unsecured creditor. Nevertheless,
subject to the terms hereof and, if applicable, a Trust Agreement, the Company may transfer money
or property to a Trustee to provide, in whole or in part, the Plan benefits hereunder, and the
Trustee shall pay such Plan benefits to Participants and their Beneficiaries from the Trust Fund.
To the extent the Company transfers assets to a Trustee pursuant to a Trust Agreement, the
Committee may, but need not, establish procedures for the Trustee to invest the Trust Fund in
accordance with each Participant’s designated deemed investments pursuant to Section 3.2(a)
respecting the portion of the Trust Fund assets equal to such Participant’s Accounts.
Notwithstanding the above, no transfer to the Trust or Trust Fund shall be made after a change in
the Company’s financial health as contemplated by Code Section 409A(b)(2).




               The Committee, in its sole discretion, may establish such a Trust and direct the Company to
enter into a Trust Agreement. In such event, the Company shall remain the owner of all assets in
the Trust Fund and the assets shall be subject to the claims of the Company’s creditors if the
Company ever becomes insolvent. For purposes hereof, the Company shall be considered “insolvent”
if (a) the Company is unable to pay its debts as they become due or (b) the Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code (or any successor federal
statute).



          3.5 Administrative Costs. All expenses incident to the administration, termination or
protection of the Plan and Trust Fund, including, but not limited to, legal, accounting, investment
manager and Trustee fees, shall be paid by the Company, which may require reimbursement from the
other Employers for their proportionate shares, or, if not paid by the Company, shall be paid by
the Trustee from the Trust Fund and, until paid, shall constitute a first and prior claim and lien
against the Trust Fund. The Committee may, in its discretion, charge Participants on a uniform
basis for the administrative costs associated with administering or implementing the Plan. Such
amounts shall be reflected as a reduction to Participant’s Accounts in such manner as the Committee
deems appropriate.






8









 








          3.6 Forfeitures. Any amounts forfeited by a Participant under the terms of the Plan will be
applied to reduce, to the extent of such forfeitures, Plan expenses and/or the future contribution
obligations of the Company hereunder.




9









 








ARTICLE IV

RIGHTS OF PARTICIPANTS




          4.1 No Employment Agreement. Nothing in this Plan shall give a Participant any rights to (or
impose any obligations for) continued Employment or service by the Company or any Affiliate or
subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any
obligations) with respect to continued performance of duties by a Participant.




          4.2 Restrictions on Assignment. A Participant’s right to receive payments or benefits under
this Plan shall not be assignable or otherwise transferable except by will or the laws of descent
and distribution or pursuant to a domestic relations order as defined by Code Section 414(p)(1)(B).
Any attempted assignment or transfer in violation of this Section 4.2 shall be null and void.




          4.3 Prerequisites to Benefits. No Participant, nor any Beneficiary or other person claiming
through a Participant, shall have any right or interest in the Plan, or any benefits hereunder,
unless and until all the terms, conditions, and provisions of the Plan which affect such
Participant or such other person shall have been complied with as specified herein.



10









 







ARTICLE V

PAYMENTS TO BENEFICIARIES




          5.1 Beneficiary Designations. Each Participant shall file with the Committee, in the form and
manner prescribed by the Committee, a designation of one or more Beneficiaries to whom the
Participant’s Account balance(s) shall be distributed in the event of the Participant’s death prior
to the complete distribution of the Account balance(s) payable with respect to the Participant,
with such designation effective when received and accepted by the Committee (the “Beneficiary
Designation”). The Participant may at any time and from time to time revoke or change the
Beneficiary Designation pursuant to the form and manner prescribed by the Committee. If there is
no valid Beneficiary Designation on file with the Committee at the time of the Participant’s death,
or if all of the Beneficiaries designated by the Participant in the Beneficiary Designation shall
have predeceased the Participant or otherwise ceased to exist, then the Participant’s Beneficiary
shall be (i) the Participant’s spouse, if the Participant was legally married at the time of the
Participant’s death and if the Participant’s spouse survives the Participant, or (ii) if there is
no such spouse, the executor or legal representative of Participant’s estate.




          5.2 Payments to Beneficiaries. In the event of a Participant’s death prior to receipt of his
total benefit under the Plan, unless otherwise expressly provided in the applicable Benefit
Program, the Participant’s vested Account balance shall be paid in a lump sum to the Beneficiary
or, if applicable, to the executor or legal representative of the Participant’s estate within 60
days following the Participant’s date of death. In the event annual installment payments of the
Participant’s benefit have commenced to the Participant, unless otherwise expressly provided in the
applicable Benefits Program, such payments shall cease as of the payment made immediately prior to
the date of death and the remaining Account balance shall be paid in a lump sum to the Beneficiary
or, if applicable, to the executor or legal representative of the Participant’s estate within 60
days following the Participant’s date of death. If the Beneficiary shall survive the Participant
but die before receiving the payments hereunder, then, unless the Beneficiary Designation provides
otherwise, the balance of the Participant’s Account Balance which would have been paid to that
Beneficiary had that Beneficiary lived shall be paid to the to the executor or legal representative
of the Beneficiary’s estate within 60 days following the Beneficiary’s date of death.




11









 








ARTICLE VI

CLAIMS FOR BENEFITS




          6.1 Presenting Claims for Benefits. A “Claims Administrator” shall be appointed by the
Committee or, absent such appointment, shall be the Company’s director of benefits, with such
Claims Administrator authorized by the Committee to conduct the initial review and render a
decision as provided in this Section for all claims for benefits under the Plan. Any Participant
or any other person claiming under any deceased Participant (collectively, the “Applicant”) may
submit written application to the Claims Administrator for the payment of any benefit asserted to
be due him under the Plan. Such application shall set forth the nature of the claim and such other
information as the Claims Administrator may reasonably request.




               The Claims Administrator shall notify the Applicant of the benefits determination within a
reasonable time after receipt of the claim, such time not to exceed 90 days unless special
circumstances require an extension of time for processing the application. If such an extension of
time for processing is required, written notice of the extension shall be furnished to the
Applicant prior to the end of the initial 90-day period. In no event shall such extension exceed a
period of 90 days from the end of such initial period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the Claims Administrator
expects to render its final decision. Notice of the Claims Administrator’s decision to deny a
claim in whole or in part shall be set forth in a manner calculated to be understood by the
Applicant and shall contain the following:




          (a) the specific reason or reasons for the denial;




          (b) specific reference to the pertinent Plan provisions on which the denial is
based;




          (c) a description of any additional material or information necessary for the
Applicant to perfect the claim and an explanation of why such material or information
is necessary; and




          (d) an explanation of the claims review procedures set forth in Section 6.2
hereof, including the Applicant’s right to bring a civil action under Section 502(a)
of ERISA following a denial on review.


Applicants shall be given timely written notice of the time limits set forth herein for
determination on claims, appeal of claim denial and decisions on appeal.




          6.2 Claims Review Procedure. If an application filed by an Applicant under Section 6.1 above
shall result in a denial by the Claims Administrator of the benefit applied for, either in whole or
in part, such Applicant shall have the right, to be exercised by written request filed with the
Committee within 60 days after receipt of notice of the denial of his application for the review of
his application and of his entitlement to the benefit for which he applied, by the Committee. Such
request for review may contain such additional information and comments as the Applicant may wish to present. The
Committee shall reconsider the application in light of such additional information and comments as
the Applicant may have presented and, if the Applicant shall have so requested, may grant the
Applicant a formal hearing before the




12









 







Committee in its discretion. The Committee shall also permit
the Applicant or his designated representative to review pertinent documents in its possession,
including copies of the Plan document and information provided by the Employer relating to the
Applicant’s entitlement to such benefit. The Committee shall render a decision no later than the
date of the Committee meeting next following receipt of the request for review, except that (i) a
decision may be rendered no later than the second following Committee meeting if the request is
received within 30 days of the first meeting and (ii) under special circumstances which require an
extension of time for rendering a decision (including but not limited to the need to hold a
hearing), the decision may be rendered not later than the date of the third Committee meeting
following the receipt of the request for review. If such an extension of time for review is
required because of special circumstances, written notice of the extension shall be furnished to
the Applicant prior to the commencement of the extension. Notice of the Committee’s final decision
shall be furnished to the Applicant in writing, in a manner calculated to be understood by him, and
if the Applicant’s claim on review is denied in whole or in part, the notice shall set forth the
specific reason or reasons for the denial and the specific reference to the pertinent plan
provisions on which the denial is based, the Applicant’s right to receive upon request, free of
charge, reasonable access to, and copies of, all relevant documents, records and other information
to his claim, and his right to bring a civil action under Section 502(a) of ERISA. Notwithstanding
the foregoing or any provision of the Plan to the contrary, no action at law or equity shall be
brought to recover under the Plan until the Applicant’s appeal rights set forth in Section 6.1 and
this Section have been denied in whole or in part. Benefits under this Plan will be paid only if
the Committee decides in its discretion that the Applicant is entitled to such benefits.




          6.3 Disputed Benefits. If any dispute shall arise between an Applicant and the Committee after
the Committee has completed its review of such claim for benefits as provided in this Article VI,
or in the event a dispute shall develop as to the person to whom the payment of any benefit under
the Plan shall be made, then the Trustee may withhold the payment of all or any part of the
benefits payable hereunder to the Participant or other person claiming under the Participant until
such dispute has been resolved by a court of competent jurisdiction or settled by the parties
involved.




13









 








ARTICLE VII

AMENDMENT, TERMINATION AND 

ADOPTION OF PLAN




          7.1 Amendment or Termination of the Plan. The Board may amend or terminate this Plan from time
to time or at any time. Other than the right to change Investment Funds prospectively (or unless
as otherwise required by applicable law), any such amendment or termination shall not, however,
without the written consent of the affected Participant, adversely affect the rights of a
Participant with respect to amounts credited to his Account prior to the date that such amendment
is effective. In the event of a termination of the Plan, unpaid benefits shall continue to be an
obligation of the Company and, unless otherwise expressly provided by resolution of the Board,
shall be paid as scheduled and in all events in a manner consistent with the requirements of Code
Section 409A.




          7.2 Designation of Employers. The Committee may designate any Affiliate as an Employer, with
such Employers set forth on Appendix A of the Plan from time to time. Each designated Affiliate
shall be conclusively presumed to have consented to its designation and to have agreed to be bound
by the terms of the Plan and any and all amendments thereto with respect to its eligible Employees.
Each designated Affiliate shall authorize and designate the Company as its agent to act for it in
all transactions affecting the administration of the Plan and shall authorize and designate the
Committee to act for such Affiliate and its Participants in the same manner in which the Committee
may act for the Company and its Participants hereunder.



14









 







ARTICLE VIII

MISCELLANEOUS




          8.1 Reliance Upon Information. The Committee shall not be liable for any decision or action
taken in good faith in connection with the administration of this Plan. Without limiting the
generality of the foregoing, any such decision or action taken by the Committee in reliance upon
any information supplied to it by an officer of the Company, the Company’s legal counsel, or the
Company’s independent accountants in connection with the administration of this Plan shall be
deemed to have been taken in good faith.




          8.2 Governing Law. This Plan shall be construed, administered, and governed in all respects
under applicable federal law, and to the extent that federal law is inapplicable, under the laws of
the State of Texas. If any provision of this Plan shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be
fully effective.




          8.3 Severability. If any term, provision, covenant or condition of the Plan is held to be
invalid, void or otherwise unenforceable, the rest of the Plan shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.




          8.4 Notice. Any notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail,
to the principal office of the Company. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.




          8.5 Withholding of Taxes. The Company (or, if applicable, the Trustee) will withhold from any
benefits payable under this Plan all federal, state, city or other taxes as may be required
pursuant to any law or governmental regulation or ruling and take other action as may be necessary
in the opinion of the Company (or, if applicable, the Trustee) to satisfy all obligations for
withholding of such taxes arising from participation in the Plan.




          8.6 Code Section 409A It is intended that the provisions of the Plan (including the Benefit
Programs) satisfy the requirements of Code Section 409A, and it is also intended that the Plan be
administered and operated in a manner consistent with such requirements.




               The Company also maintains the GenOn Energy, Inc. Deferral Plan (formerly known as the RRI
Energy, Inc. Deferral Plan), established effective as of January 1, 2002, as amended (the “Deferral
Plan”), for the benefit of its eligible employees, and which includes a Program A and Program B.
In response to the enactment of Code Section 409A, effective as of January 1, 2005, the Company in
operation separated all Deferral Plan benefits earned and vested as of December 31, 2004
(“Grandfathered Benefits”) from all benefits earned or vested on and after January 1, 2005 (which
are reflected in the Plan). The Grandfathered Benefits under Programs A and B of the Deferral
Plan, along with all earnings, gains and losses attributable thereto, are maintained under and
distributed from the Deferral Plan, which was frozen as of December 31, 2004, with such
Grandfathered Benefits subject to the terms and conditions of the Deferral Plan as in effect on
October 3, 2004. The Deferral Plan has been at all times, and is intended to continue to be,
maintained and administered as a “grandfathered” plan for purposes of Code Section 409A.



15









 





          IN WITNESS WHEREOF, GenOn Energy, Inc. has executed these presents to be executed by its duly
authorized officer in a number of copies, all of which shall constitute but one and the same
instrument which may be sufficiently evidenced by any executed copy hereof, this
30th day of December 2010, but effective as of January 1, 2011.




	 	 	 	 	 
	 	GENON ENERGY, INC.

 	 
	 	By  	/s/ Karen D. Taylor
 	 
	 	 	Karen D. Taylor 	 
	 	 	Senior Vice President-Human Resources 	 
	 



Signature Page for GenOn Energy, Inc.

Deferral and Restoration Plan

















 





GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



PROGRAM A

DEFERRED COMPENSATION



* * * * * * * * * * *



ARTICLE I

RELATIONSHIP TO THE PLAN




          Except as otherwise expressly provided in this Program A, all capitalized terms shall have the
meanings ascribed to them in the Plan. All section references used in this Program A refer to the
applicable section in this Program A except where otherwise noted.



ARTICLE II

PARTICIPATION




          2.1 Eligibility. Each Director who was a Participant in the Prior Plan as of December 31,
2010, shall be eligible to participate in this Program A on and after January 1, 2011 (subject to
meeting any other eligibility requirements). Each individual who becomes a Director on and after
January 1, 2011, shall be eligible to participate in Program A as of the first day of the Plan Year
coincident with or next following the date on which he is first installed as a Director. All
select key Employees who are highly-compensated Employees shall be eligible for designation by the
Committee for participation in Program A. The Committee may, from time to time, establish
additional eligibility requirements for participation in Program A.




          2.2 Designation of Employee Participants. Prior to the commencement of any Participation Year,
the Committee shall designate and notify (in writing or electronically (e.g., e-mail)) the
Employees who it selects as eligible to elect to defer Compensation under this Program A for such
Participation Year. A designation of an Employee as eligible to defer Compensation for a
particular Participation Year shall not entitle such Participant to participate with respect to any
other Participation Year.




          2.3
Election to Participate. After an Employee or Director has been notified by the Committee
that he is eligible to participate in Program A for a Participation Year, he must notify the
Committee, by such method as the Committee shall designate, if he chooses to defer Compensation for
such Participation Year. A Participant’s election to defer Compensation with respect to a
Participation Year (i) shall specify the type or types and the amount or amounts of Compensation,
as described in Article III hereof, that he wishes to defer, subject to such limitations as the
Committee may impose from time to time; (ii) shall specify the time and form of distribution the
Participant chooses with respect to such deferrals pursuant to Article V; and (iii) shall be
effective upon receipt by the Committee.




          A Participant’s election to make Meeting Fee Deferrals, Retainer Fee Deferrals and Salary
Deferrals must be made prior to the first day of the Participation Year in which the



A-1









 




services will be provided for which such Compensation would otherwise be paid to the
Participant and will be irrevocable as of the December 31 preceding such Participation Year. A
Participant’s election to make a Bonus Deferral must be made prior to the date that is six months
before the end of the Participation Year for which such Compensation would be earned by the
Participant and will be irrevocable as of the June 30 of such Participation Year.




ARTICLE III

DEFERRALS




          3.1 Employee Deferrals.





               (a) Salary Deferrals. When making an election under Section 2.3, an Employee
Participant may elect to defer a certain percentage of the annual base salary otherwise
payable to him after the withholding of any applicable FICA taxes, from a minimum of 1% up to
a maximum of 80% of such amount, for the applicable Participation Year. The percentage of
base salary so elected to be deferred shall be withheld from the Employee Participant’s base
salary during each pay period of the applicable Participation Year.




               (b) Bonus Deferrals. When making an election under Section 2.3, an Employee Participant
may elect to defer a certain percentage of the Bonus otherwise payable to him after the
withholding of any applicable FICA taxes, from a minimum of 1% up to a maximum of 100% of
such amount, for the applicable Participation Year. The amount of Bonus elected to be
deferred shall be withheld from the Employee Participant’s Bonus otherwise payable during the
Participation Year.



          3.2 Director Deferrals.





               (a) Meeting Fee Deferrals. When making an election under Section 2.3, a Director
Participant may elect to defer a certain percentage of the meeting fees payable in cash and
earned by him in the applicable Participation Year from a minimum of 1% up to a maximum of
100%. The amount of meeting fees so elected to be deferred shall not be paid but shall be
withheld from the Director Participant’s meeting fees otherwise payable during the
Participation Year.




               (b) Retainer Fee Deferrals. When making an election under Section 2.3, a Director
Participant may elect to defer a certain percentage of the retainer (and other similar) fees
payable in cash and earned by him in the applicable Participation Year from a minimum of 1%
up to a maximum of 100%. The amount of retainer (and other similar) fees so elected to be
deferred shall not be paid but shall be withheld from the Director Participant’s retainer
fees otherwise payable during the Participation Year.



          3.3 Revocation. A Participant may change or revoke his deferral election for a Participation
Year up until such day as the deferral election becomes irrevocable under Section 2.3 by delivering
a notice of change or revocation to the Committee (or its designee) in the form and manner
prescribed by the Committee.







A-2









 








ARTICLE IV

INVESTMENTS OF ACCOUNTS




          4.1 Crediting of Accounts. A separate Deferral Account shall be established and maintained for
each Participant who makes deferrals of Compensation under this Program A. All Compensation
deferred by a Participant under this Program A shall not be paid to the Participant but shall be
credited to the Participant’s Deferral Account on the date such Compensation otherwise would have
been paid to the Participant (or as soon as practicable after such date).




          4.2 Deemed Investment. All Deferral Accounts established pursuant to this Program A shall be
deemed to be invested in accordance with the provisions of Section 3.2(a) of the Plan.




ARTICLE V

DISTRIBUTIONS




          5.1 Forms of Distribution.





          (a) Participant Elections for Compensation Deferred Prior to January 1, 2011. Subject
to Section 5.1(d) herein, a Participant’s elections made with respect to amounts of
Compensation deferred on his behalf pursuant to this Program A for Participation Years prior
to January 1, 2011 shall be paid in accordance with such elections and the terms of the Prior
Plan.




          (b) Participant Elections for Compensation Deferred After December 31, 2010. Subject to
Sections 5.1(c) and (d), a Participant may elect that the amounts of Compensation deferred on
his behalf pursuant to this Program A in each Participation Year beginning after December 31,
2010, be paid or commence to be paid following his Separation from Service in either of the
following forms:




               (i) Lump-Sum Distribution. The Participant may elect to receive a single
lump-sum distribution equal to his Deferral Account balance as of the distribution
date that is attributable to the amounts of Compensation deferred, which shall
include the earnings, losses and gains attributable thereto, to which such election
applies. Such amount shall be paid within 60 days following the expiration of the
six-month period commencing on the date of the Participant’s Separation from
Service.




               (ii) Annual Installment Payments. The Participant may elect to receive Annual
Installment Payments paid over a term of two to ten years with the first installment
being paid on the date that is six months following the date of the Participant’s
Separation from Service and the remaining installment(s) being paid on the annual
anniversary of the payment date of the first installment. (For the avoidance of
doubt, if a Participant who elected to receive Annual Installment Payments over a
term of five years has a Separation from Service on May 15, 2015, his first
installment would be paid on November 15, 2015, and the second through fifth
installments would be paid on November 15th of 2016, 2017, 2018



A-3









 






and 2019, respectively.) Amounts remaining unpaid shall be subject to adjustment for costs pursuant to Section 3.5 of the Plan and deemed investment
performance pursuant to Section 4.2. Such Annual Installment Payments shall be
considered a single payment for purposes of this Program A and the Plan.




          (c) Cash-Out. Notwithstanding the foregoing or any other provisions of this Program A
and the Plan, if as of the date of a Participant’s Separation of Service the balance of the
Participant’s Deferral Account is equal to $50,000 or less, then such amount will be
distributed to the Participant in a single lump-sum payment within 60 days following the
expiration of the six-month period commencing on the date of the Participant’s Separation
from Service.




          (d) Subsequent Changes in Form of Distribution. A Participant, with the approval of the
Committee, may elect to make a subsequent change in the form of distribution with respect to
any Participation Years, including Participation Years prior to 2011; provided, however, that
such subsequent change shall not take effect until the expiration of 12 months following the
Committee’s receipt of the change (in the form and manner prescribed by the Committee or its
delegate), and the first payment with respect to which such subsequent change applies must be
made at least five years from the date the payment would have been made absent the subsequent
change. To the extent the installment payments were considered a series of individual
payments under the Prior Plan, such subsequent changes may be made on an installment by
installment basis. In the event the Participant experiences a Separation from Service or
Disability prior to the expiration of the twelve-month period referenced in the preceding
sentence, the subsequent change election shall be of no force and effect and distribution
shall be made as originally elected by the Participant.




          (e) Failure to Elect Time and Form of Distribution. If a Participant fails to make a
timely or valid election as to the time and form in which Compensation deferred in a
particular Participation Year shall be distributed, then benefits attributable to such
deferred Compensation shall be distributed in the form of a lump-sum distribution within 60
days following the expiration of the six-month period commencing on the date of the
Participant’s Separation from Service.



          5.2 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Deferral Account in a single lump-sum distribution within 60 days following
the date the disability satisfies such Code Section 409A requirements. The determination of
whether a Participant has become “disabled” for purposes of the LTD Plan under clause (i) above
shall be made by the LTD Plan’s administrator and shall be final and binding on all parties
concerned.










A-4









 








GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



PROGRAM B

SAVINGS RESTORATION BENEFITS



* * * * * * * * * * *



ARTICLE I

RELATIONSHIP TO THE PLAN



               Except as otherwise expressly provided in this Program B, all capitalized terms shall have the
meanings ascribed to them in the Plan. All section references used in this Program B refer to the
applicable section in this Program B except where otherwise noted.



ARTICLE II

PARTICIPATION




               An Employee shall be entitled to a Savings Restoration Benefit for each Plan Year after Plan
Year 2010 in which (i) the Employee is a highly-compensated employee and (ii) the Employee’s
Savings Plan Compensation exceeds the Code Section 401(a)(17) limitation for such Plan Year.



ARTICLE III

RESTORATION BENEFITS




          3.1 Restoration Benefit for Plan Years 2011 and After. The Savings Restoration Benefit
credited on behalf of a Participant under this Program B for Plan Year 2011 and each Plan Year
thereafter, subject to the conditions of the Plan, shall be based upon the following formula, as
applicable:





          (a) Participants Other Than Mirant Pension Plan Participants. If a Participant is not a
Mirant Pension Plan Participant:



Savings
Restoration Benefit = ((A - B) × C) + ((A - B) × D))




	 	 	 	where:






	 	 	 	“A” is equal to the Participant’s Savings Plan Compensation for the
Plan Year;
	 
	 	 	 	“B” is equal to the Code Section 401(a)(17) limit for the Plan Year;
	 
	 	 	 	“C” is equal to 8%; and
	 
	 	 	 	“D” is equal to the Annual Discretionary Contribution percentage
under the Savings Plan (if any) for the Plan Year.




B-1









 






          (b) Participants Who Are Mirant Pension Plan Participants. If a Participant is a Mirant
Pension Plan Participant:



Savings
Restoration Benefit = ((A - B) × C)





	 	 	 	where:






	 	 	 	“A” is equal to the Participant’s Savings Plan Compensation for the
Plan Year;
	 
	 	 	 	“B” is equal to the Code Section 401(a)(17) limit for the Plan Year; and
	 
	 	 	 	“C” is equal to 6%.






          (c) Applicable of Formulae: With respect to the formulae under clauses (a) and (b)
above, the “C” benefit (that is the portion determined under ((A — B) x C)) shall be
determined on a pay period basis. With respect to the formula under clause (a) above, the
“D” benefit (that is the portion determined under ((A — B) x D)) shall be determined on a
Plan Year basis. Whether a Participant is a Mirant Pension Plan Participant is determined on
a pay period basis.



ARTICLE IV

INVESTMENT OF ACCOUNTS




          4.1 Crediting of Accounts. A Savings Restoration Account shall be established for each
Participant who is credited with a Savings Restoration Benefit under this Program B. A
Participant’s Savings Restoration Benefit shall be credited to a Participant’s Savings Restoration
Account as soon as practicable following the last day of the pay period to which such Savings
Restoration Benefit relates.




          4.2 Deemed Investment. All Savings Restoration Accounts shall be deemed to be invested in
accordance with the provisions of Section 3.2(a) of the Plan.




ARTICLE V

DISTRIBUTIONS



          5.1 Lump-Sum Distributions. Upon the Participant’s Separation from Service date, the entire
balance in the Participant’s Savings Restoration Account shall be paid to him in a single lump-sum
distribution within 60 days following the expiration of the six-month period commencing on the date
of the Participant’s Separation from Service.




          5.2 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Savings Restoration Account in a single lump-sum distribution within 60 days
following the date the disability satisfies such Code Section 409A requirements. The determination
of whether a Participant has become “disabled” for purposes of the LTD Plan






B-2









 







under clause (i) above shall be made by the LTD Plan’s administrator and shall be final and binding
on all parties concerned.




          5.3 Vesting. A Participant shall be fully vested in his Savings Restoration Account; provided,
however, a Participant shall have no right to his Savings Restoration Account if the Committee
determines that the Participant engaged in a willful, deliberate or gross act of commission or
omission which is injurious to the finances or reputation of the Company or any of its Affiliates.










B-3









 








GENON ENERGY, INC.

DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)



PROGRAM C

SAVINGS DEFERRAL BENEFITS



* * * * * * * * * * *



ARTICLE I

RELATIONSHIP TO THE PLAN



               Except as otherwise expressly provided in this Program C, all capitalized terms shall have the
meanings ascribed to them in the Plan. All section references used in this Program C refer to the
applicable section in this Program C except where otherwise noted.



ARTICLE II

PARTICIPATION




               An Employee shall be entitled to a Savings Deferral Benefit for Plan Year 2011 and each Plan
Year thereafter in which the Employee is eligible to, and elects to, defer Compensation under
Program A.



ARTICLE III

DEFERRAL BENEFITS




               The Savings Deferral Benefit credited on behalf of a Participant under this Program C for each
Plan Year 2011 and each Plan Year thereafter shall be based on the upon the following formula, as
applicable:




          (a) Participants Other Than Mirant Pension Plan Participants. If a Participant is not a
Mirant Pension Plan Participant:



Savings Deferral Benefit = ((A × B) + ((A × C))





	 	 	 	where:






	 	 	 	“A” is equal to the Participant’s Compensation that is deferred
under Program A of the Plan;






	 	 	 	“B” is equal to 8%; and






	 	 	 	“C” is equal to the Annual Discretionary Contribution percentage
under the Savings Plan (if any) for the Plan Year.






          (b) Participants Who Are Mirant Pension Plan Participants. If a Participant is a Mirant
Pension Plan Participant:



C-1









 







Savings Deferral Benefit = (A x B)





	 	 	 	where:






	 	 	 	“A” is equal to the Participant’s Compensation that is deferred
under Program A of the Plan; and






	 	 	 	“B” is equal to 6%.






          (c) Applicable of Formulae: With respect to the formulae under clauses (a) and (b)
above, the “B” benefit (that is the portion determined under (A x B)) shall be determined on
a pay period basis. With respect to the formula under clause (a) above, the “C” benefit
(that is the portion determined under (A x C)) shall be determined on a Plan Year basis.
Whether a Participant is a Mirant Pension Plan Participant is determined on a pay period
basis.



ARTICLE IV

INVESTMENT OF ACCOUNTS



          4.1 Crediting of Accounts. A Savings Deferral Account shall be established for each
Participant who is credited with a Savings Deferral Benefit under this Program C. A Participant’s
Savings Deferral Benefit shall be credited to a Participant’s Savings Deferral Account as soon as
practicable following the last day of the pay period to which such Savings Deferral Benefit
relates.




          4.2 Deemed Investment. All Savings Deferral Accounts shall be deemed to be invested in
accordance with the provisions of Section 3.2(a) of the Plan.




ARTICLE V

DISTRIBUTIONS



          5.1 Lump-Sum Distributions. Upon the Participant’s Separation from Service date, the entire
balance in the Participant’s Savings Deferral Account shall be paid to him in a single lump-sum
distribution within 60 days following the expiration of the six-month period commencing on the date
of the Participant’s Separation from Service.




          5.2 Distribution Upon Disability. If (i) a Participant satisfies the definition of
“disability” under the LTD Plan and commences to receive disability benefits thereunder, and (ii)
the Committee determines, in its sole discretion, that the Participant’s disability satisfies the
requirements of “disability” under Code Section 409A, then such Participant shall receive the
entire balance of his Savings Deferral Account in a single lump-sum distribution within 60 days
following the date the disability satisfies such Code Section 409A requirements. The determination
of whether a Participant has become “disabled” for purposes of the LTD Plan under clause (i) above
shall be made by the LTD Plan’s administrator and shall be final and binding on all parties
concerned.




C-2









 








          5.3 Vesting. A Participant shall be fully vested in his Savings Deferral Account; provided,
however, a Participant shall have no right to his Savings Deferral Account if the Committee
determines that the Participant engaged in a willful, deliberate or gross act of commission or
omission which is injurious to the finances or reputation of the Company or any of its Affiliates.






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GENON ENERGY, INC. DEFERRAL AND RESTORATION PLAN




(As Amended and Restated January 1, 2011)




APPENDIX A

EMPLOYERS



          This Appendix A (which forms a part of the Plan) sets forth the list of the Plan’s adopting
Employers (in addition to the Company) as of January 1, 2011:



     GenOn Energy Services, LLC