Reliant Energy Inc's Director Benefits Plan

HOUSTON INDUSTRIES INCORPORATED
DIRECTOR BENEFITS PLAN


Houston Industries Incorporated, a Texas corporation (the "Company"), hereby establishes the Director Benefits Plan (the "Plan"), effective January 1, 1992.


I. PURPOSE AND DEFINITIONS


1.01 Purpose. The purpose of the Plan is to provide retainer continuation benefits for non-employee directors of the Company.


1.02 Definitions.


(a) "Company" means Houston Industries Incorporated, a Texas corporation, or any successor thereto.


(b) "Director" means a non-employee member of the Board of Directors of the Company.


(c) "Plan" means the Houston Industries Incorporated Director Benefits Plan set forth herein, as established effective January 1, 1992, and as the same may hereafter be amended from time to time.


II. ADMINISTRATION


2.01 Appointment of Committee. This plan shall be administered by the Compensation and Benefits Committee appointed by the Board of Directors of the Company (the "Committee").


2.02 Powers and Duties of Committee. The Committee shall have the primary responsibility for the administration and operation of the Plan and shall have all powers necessary to carry out such responsibilities, including, but not limited to, the following powers and duties:


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(a) To determine the eligibility of each Director for participation in the Plan;


(b) To determine the level of benefits to be provided each Director under the Plan; and


(c) To establish uniform and nondiscriminatory rules of interpretation and administration of the Plan which may be modified from time to time.


The Committee shall publish and file or cause to be published and filed or disclosed all reports and disclosures required by federal or state law. The Committee shall keep all such books of accounts, records and other data as may be necessary for the proper administration of the Plan.


2.03 Payment of Expenses. Each member of the Committee shall serve without compensation for his services, but all expenses incurred in administration of the Plan shall be paid by the Company.


2.04 Indemnities. The Company shall indemnify each member of the Committee against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except when the same is determined to be due to the gross negligence or willful misconduct of such person.


III. PARTICIPATION IN THE PLAN


All Directors serving in such capacity on or after January 1, 1992 shall be eligible to participate in the Plan.


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IV. BENEFITS


4.01 Retainer Continuation Benefits. Each Director who has served in the capacity of a Director for at least one full year shall receive an annual benefit in ...