Texas Uses in Designation of Employers Clause

Designation of Employers from Amended and Restated

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.

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.