RELIANT RESOURCES, INC.
2002 STOCK PLAN
RESTRICTED STOCK AWARD
Pursuant to this Award Agreement, as of March 31, 2003 (the “Grant Date”), R ELIANT R ESOURCES , I NC . (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
1. Relationship to the Plan; Definitions.
This grant of Restricted Shares is subject to all of the terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the Committee and are in effect on the date hereof. Except as
defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision
of this Award Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and agreed that the terms of
the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so
as to carry out the purpose and intent of the Plan. References to the Participant herein also include the heirs or other legal
representatives of the Participant. For purposes of this Award Agreement:
“Disability” means a physical or mental impairment of sufficient severity such that the Participant is both eligible for and
in receipt of benefits under the long-term disability provisions of the Company’s benefit plans.
“Employment” means employment with the Company or any of its Subsidiaries.
“Restricted Shares” means the shares of Common Stock potentially deliverable to Participant pursuant to this Award
“Retirement” means termination of Employment on or after attainment of age 55 and with at least five years of ser