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  Exhibit 10.2.69    
    


 
    GENON ENERGY, INC.
  2010 OMNIBUS INCENTIVE PLAN    
    
    DIRECTORS' COMPENSATION PROGRAM    
    
    2011 RESTRICTED STOCK UNIT AWARD AGREEMENT    




	To:
	[Director]: 



        As
a non-employee member of the GenOn Energy, Inc. (the "Company") Board of Directors, you are receiving this grant of Restricted Stock Units ("Restricted Stock
Units") pursuant to
the GenOn Energy, Inc. 2010 Omnibus Incentive Plan (the "Plan"). This Award Agreement ("Agreement") and the Plan together govern your rights and set forth all of the conditions and limitations
affecting such rights. 


        Terms
used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the
terms of the Plan, the Plan's terms will supersede and replace the conflicting terms of this Agreement.  


	1.
	Terms.    Pursuant to the terms and conditions of the Plan and this Agreement, you have been
granted Restricted Stock Units as outlined below: 


 






			
	 Grant Date:
	 	 May 5, 2011

	 Number of Restricted Stock Units:
	 	                 





 

 	2.
	Vesting.    The Restricted Stock Units vest on the Grant Date (the "Vesting Date") with settlement
governed by the provisions set forth in Section 4 below.



	3.
	Book Entry Account.    Within a reasonable time after the date of this Agreement, the Company shall
instruct its transfer agent or stock plan administrator to establish a book entry account representing the Restricted Stock Units in your name effective as of the Grant Date, provided that the Company
shall retain control of such account until the Restricted Stock Units have become vested in accordance with this Agreement and shares of Common Stock have been issued or cash paid in settlement of the
Restricted Stock Units.



	4.
	Distribution of Restricted Stock Units.    



	(a)
	Distribution.    Unless otherwise provided in subsections (b) and (c) below, you
shall receive one share of Common Stock in satisfaction of each vested Restricted Stock Unit credited to your account, which shall be registered in your name and transferable by you within
90 days after the date your service as a Company director ends.



	(b)
	Deferred Distribution.    Subsection (a) notwithstanding, prior to or as of
December 31st of the calendar year ending prior to the calendar year during which your services commence for which this Award is granted, you may irrevocably elect to have all or a
portion of the Restricted Stock Units subject to this Agreement:



	(i)
	paid
in five (5) substantially equal annual installments commencing in the calendar year immediately following the calendar year during which you
terminate service as a member of the Board, commencing as soon as practicable after June 30 but no later than December 28, with the remaining installments made in each of the four
subsequent calendar years; or



	(ii)
	paid
in a lump sum in any one of the first through fifth calendar years following the calendar year during which you terminate service as a member of the
Board, commencing as soon as practicable after June 30 but no later than December 28. 








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	(c)
	Cash Election.    Prior to the end of the calendar year prior to the calendar year in which the
Restricted Stock Units are granted, regardless of whether the Award is paid in a lump sum or installments, you may elect (on the form prescribed by the Company) that the Company pay you up to 33% of
the Fair Market Value of the Restricted Stock Units in cash to be settled at the same time as the stock-settled units.


 



	5.
	Stockholder Rights; Dividend Equivalents.    The Restricted Stock Units do not confer on you any
rights of a stockholder of the Company unless and until shares of Common Stock are in fact issued to you in connection with the vested Restricted Stock Units. However, if and when cash dividends or
other cash distributions are paid or distributed with respect to the Common Stock while the Restricted Stock Units are outstanding, the dollar amount of such dividends or distributions with respect to
the number of shares of Common Stock then underlying the Restricted Stock Units shall be reflected in your account. Any such cash dividends or other cash distributions shall vest and be paid in cash
if and at such times the underlying Restricted Stock Units are paid.



	6.
	Transferability.    No rights granted under this Agreement can be assigned or transferred, whether
voluntarily or involuntarily, by operation of law or otherwise, except by will or the laws of descent and distribution. In the event of any transfer or assignment of rights granted under this
Agreement in accordance with this Section 6, the person or persons, if any, to whom such rights are transferred by will or by the laws of descent and distribution shall be treated after your
death the same as you under this Agreement. Any attempted transfer or assignment of rights under this Agreement prohibited under this Section 6 shall be null and void.



	7.
	Change in Control.    Upon a Change in Control, you will receive one share of the Company's Common
Stock in satisfaction of each vested Restricted Stock Unit credited to your account or, to the extent you elected to receive up to one-third of your Restricted Stock Units in cash, a cash
payment equal to the Fair Market Value (as defined in the Plan) of the cash-settled Restricted Stock Units.



	8.
	Code Section 409A.    The Restricted Stock Units granted under this Agreement are intended
to comply with or be exempt from Code Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. Accordingly,
(i) no adjustment to the Award pursuant to Section 15 of the Plan and (ii) no substitutions of the benefits under this Agreement, in each case, shall be made in a manner that
results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable.



	9.
	Notice.    Any written notice required or permitted by this Agreement shall be mailed, certified
mail (return receipt requested) or hand-delivered. Notice to the Company shall be addressed to the Company's General Counsel at 1000 Main St., Houston, TX 77002. Notice to you shall be
addressed to you at your most recent home address on record with the Company. Notices are effective upon receipt.



	10.
	Requirements of Law.    The granting of Restricted Stock Units and the issuance of shares of
Common Stock under the Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.



	11.
	Miscellaneous.



	(a)
	Severability.    If any term, provision, covenant or restriction contained in this Agreement is
held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this
Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. 





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	(b)
	Governing Law.    All issues and questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.


 



	12.
	Acceptance of Award.    You are deemed to accept this Award and to agree that it is subject to the
terms and conditions set forth in this Agreement and the Plan unless you provide the Company written notification not later than 60 days after the Grant Date of your rejection of this Award (in
which case your Award will be forfeited and you shall have no further right or interest therein as of the Grant Date). 


 






			
	 
	 	 GENON ENERGY, INC.
	 
	 	 /s/ EDWARD R. MULLER







  Edward R. Muller
 Chairman and Chief Executive Officer




 

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Exhibit 10.2.69


GENON ENERGY, INC. 2010 OMNIBUS INCENTIVE PLAN DIRECTORS' COMPENSATION PROGRAM 2011 RESTRICTED STOCK UNIT AWARD AGREEMENT