QuickLinks -- Click here to rapidly navigate through this document
RELIANT ENERGY, INC. NON-EMPLOYEE
DIRECTORS' COMPENSATION PROGRAM
Effective January 1, 2006
Purpose. The Reliant Energy, Inc. Non-Employee Directors' Compensation Program (the "Program") has been
established by Reliant Energy, Inc. (the "Company") to attract and retain as members of its Board of Directors (the
"Board") persons who are not full-time employees of the Company or any of its subsidiaries but whose business
experience and judgment are a valuable asset to the Company and its subsidiaries.
Retainer Fees. Each member of the Company's Board who is not an employee of the Company or any of its
subsidiaries ("Director") will receive an annual retainer fee of Forty-Five Thousand Dollars ($45,000). A Director who
serves as a member of the Audit Committee of the Board will receive an additional annual retainer fee of Ten Thousand
Dollars ($10,000). A Director who serves as a member of any committee of the Board other than the Audit Committee will
receive an additional annual retainer fee of Five Thousand Dollars ($5,000).
3. Meeting Fees. Each Director will receive Two Thousand Dollars ($2,000) for each meeting of the Board he attends and
a Director who serves on any committee of the Board will receive Two Thousand Dollars ($2,000) for each committee
meeting he attends.
Payment of Meeting Fees and Retainer Fees.
4.1 Directors must elect in writing to have the fees described in Sections 2 and 3 paid in cash or in shares of
Company common stock ("Common Stock"). The election must be made annually before the end of the calendar
year prior to the calendar year in which such fees are earned (or, for an initial election, within 30 days of
becoming a Director).
4.2 Retainer fees described in Section 2 will be paid in four equal installments with each installment paid following
the end of each calendar quarter. Meeting fees for meetings held in each calendar quarter wi