Change of Control Uses in Cash Payment Upon a Change of Control Clause

Cash Payment Upon a Change of Control from Incentive Plan

Pursuant to this Award Agreement, as of <<Date>>, RRI Energy, Inc. (the Company) hereby grants to <<Director>> (the Participant), a Director of the Company, <<Shares>> shares of Common Stock, in lieu of fees otherwise payable to the Participant for services as a Director for the period from <<Date>> through <<Date>> plus an additional <<Premium>> premium restricted shares of Common Stock (Premium Restricted Stock). Such number of shares are subject to adjustment as provided in Section 15 of the RRI Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participants right to receive Premium Restricted Stock shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the total number of shares of Premium Restricted Stock granted. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Long Term Incentive Plan

Pursuant to this award agreement (Agreement), as of November 1, 2007. Reliant Energy, Inc. (the Company) hereby grants to Rick J. Dobson (the Participant), 9,700 Restricted Stock Units and rights (the Nonqualified Stock Options or Options) to purchase from the Company 24,000 shares of Common Stock of the Company at $26.955 per share. The number of units and shares is subject to adjustment as provided in Section 15 of the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company prior to one or more of the vesting dates provided for under this Agreement, (i) the Participants right to receive Restricted Stock Units will vest and will be settled by a cash payment to the Participant equal to the product of (A) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (B) the total number of Restricted Stock Units granted, and (ii) the Participants right to receive the Options (unless previously expired pursuant to Section 4) shall be settled by a cash payment to the Participant equal to the product of (A) the difference between (1) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change in Control occurs and (2) the exercise price of the Options and (B) the total number of unexercised Option Shares, regardless of whether such Option Shares have become exercisable under Section 3, with such payments under clauses (i) and (ii) above in no event made later than March 15th of the year immediately following the year during which the date immediately prior to the date of the Change of Control occurs. Such cash payment will satisfy the rights of the Participant and the obligations of the Company under this Agreement in full.

Cash Payment Upon a Change of Control from Long Term Incentive Plan

Pursuant to this award agreement (Agreement), as of February 20, 2007, Reliant Energy, Inc. (the Company) hereby grants to <<LEGAL>> (the Participant), <<stock_units>> Restricted Stock Units, <<cash_units>> Cash Units and rights (the Nonqualified Stock Options or Options) to purchase from the Company <<options>> shares of Common Stock of the Company at $16.26 per share. The number of units and shares is subject to adjustment as provided in Section 15 of the Reliant Energy 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company prior to vesting date, (i) Participants right to receive Restricted Stock Units and Cash Units will vest and will be settled by a cash payment to Participant equal to the product of (A) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (B) the total number of Restricted Stock Units and Cash Units granted and (ii) Participants right to receive the Options (unless previously expired pursuant to Section 4) shall be settled by a cash payment to the Participant equal to the product of (A) the difference between (1) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change in Control occurs and (2) the exercise price of the Options and (B) the total number of unexercised Option shares, regardless of whether such Option shares have become exercisable under Section 3. Such cash payment will satisfy the rights of Participant and the obligations of the Company under this Agreement in full.

Cash Payment Upon a Change of Control from Incentive Plan

Pursuant to this Award Agreement, as of October 1, 2004, (the Grant Date), RELIANT ENERGY, INC. (formerly, Reliant Resources, Inc.) (the Company) hereby grants to <<Director>> (the Participant), a Director of the Company, <<Shares>> shares of Common Stock (the Common Stock), in lieu of fees otherwise payable to the Participant for services as a Director for the period from July 1, 2004 through September 30, 2004 plus an additional <<Premium>> certificated premium restricted shares of Common Stock (Premium Restricted Shares). Such number of shares shall be subject to adjustment as provided in Section 15 of the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Award Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participants right to receive Premium Restricted Shares shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the total number of Premium Restricted Shares granted. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Incentive Plan

Pursuant to this Award Agreement, as of October 1, 2004 (the Grant Date), RELIANT ENERGY, INC. (formerly, Reliant Resources, Inc.) (the Company) hereby grants to <<Director>> (the Participant), a Director of the Company, <<Shares>> restricted stock units (the Restricted Units), in lieu of fees otherwise payable to the Participant for services as a Director for the period from July 1, 2004 through September 30, 2004 plus an additional <<Premium>> premium restricted stock units (Premium Restricted Units). Such number of Restricted Units and Premium Restricted Units shall be subject to adjustment as provided in Section 15 of the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Award Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participants right to receive Restricted Units and Premium Restricted Units shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the total number of Restricted Units and Premium Restricted Units granted. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Stock Plan

Pursuant to this Award Agreement, as of March 31, 2003 (the Grant Date), RELIANT RESOURCES, INC. (the Company) hereby grants to <<legal>> (the Participant), an employee of the Company, <<RS>> restricted shares of Common Stock (the Restricted Shares), such number of shares being subject to adjustment as provided in Section 14 of the Reliant Resources, Inc. 2002 Stock Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Award Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participants right to receive Restricted Shares shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the number of Restricted Shares not previously vested or forfeited pursuant to Section 3 or Section 4. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Nonqualified Stock Option Award Agreement

Pursuant to this Award Agreement, RELIANT RESOURCES, INC. (the Company) hereby grants to <<legal>> (the Optionee), an employee of the Company, on March 31, 2003 (the Grant Date), a right (the Option) to purchase from the Company <<options>> shares of Common Stock of the Company at $3.505 per share (the Exercise Price), pursuant to the Reliant Resources, Inc. 2002 Stock Plan (the Plan), with such number of shares and such price per share being subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of a Change of Control, the Option, unless previously expired pursuant to Section 3, shall be settled by a cash payment to the Optionee equal to the difference between (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the Exercise Price of the Option, multiplied by the total number of unexercised Option Shares, regardless of whether such Option Shares have become exercisable under Section 2. Such cash payment shall satisfy the rights of the Optionee and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Nonqualified Stock Option Award Agreement

Pursuant to this Award Agreement, RELIANT ENERGY, INC. (formerly, Reliant Resources, Inc.) (the Company) hereby grants to <<legal_name>> (the Optionee), a Director of the Company, on <<grant_date>> (the Grant Date), a right (the Option) to purchase from the Company <<award>> shares of Common Stock of the Company at <<strike>> per share (the Exercise Price), pursuant to the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), with such number of shares and such price per share being subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of a Change of Control, the Option, unless previously expired pursuant to Section 3, shall be settled by a cash payment to the Optionee equal to the difference between (i) the Fair Market Value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the Exercise Price of the Option, multiplied by the total number of unexercised Option Shares, regardless of whether such Option Shares have become exercisable under Section 2. Such cash payment shall satisfy the rights of the Optionee and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Incentive Plan

Pursuant to this Award Agreement, as of (the Grant Date), RELIANT ENERGY, INC. (formerly, Reliant Resources, Inc.) (the Company) hereby grants to (the Participant), a Director of the Company, restricted shares of Common Stock (the Restricted Shares), such number of shares being subject to adjustment as provided in Section 15 of the Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the Plan), subject to the terms, conditions and restrictions described in the Plan and in this Award Agreement.

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company, Participants right to receive Restricted Shares shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) the total number of Restricted Shares granted. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.

Cash Payment Upon a Change of Control from Incentive Plan

Pursuant to this Award Agreement, RELIANT RESOURCES, INC. (the Company) hereby grants to <<legal>> (the Participant), an employee of the Company, <<shares>> performance shares of Common Stock (the Target Performance Shares), such number of shares being subject to adjustment as provided in Section 15 of the Reliant Resources, Inc. Long-Term Incentive Plan (the Plan), conditioned upon the Companys achievement of the Performance Objectives over the course of the 2002-2004 Performance Cycle pursuant to the Plan, and subject to the following terms and conditions:

Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon or immediately prior to the occurrence of any Change of Control of the Company (organization) values">Change of Control of the Company prior to the end of the 2002-2004 Performance Cycle, Participants right to receive Performance Shares, unless previously forfeited pursuant to Section 4, shall be settled by a cash payment to Participant equal to the product of (i) the Fair Market value per share of Common Stock on the date immediately preceding the date on which the Change of Control occurs and (ii) 150% of the number of Target Performance Shares. Such cash payment shall satisfy the rights of Participant and the obligations of the Company under this Award Agreement in full.