RELIANT ENERGY, INC.
2002 LONG-TERM INCENTIVE PLAN
QUARTERLY RESTRICTED AND PREMIUM RESTRICTED STOCK UNITS AWARD
Pursuant to this Award Agreement, as of October 1, 2004 (the “Grant Date”), R ELIANT E NERGY , I NC . (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.
1. Relationship to the Plan; Definitions. This grant of Restricted Units and Premium Restricted Units 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
“Disability” means a physical or mental impairment of sufficient severity such that the Participant can no longer serve as a
“Restricted Units” or “Premi