0001047469-06-003441 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services • Texas

This Change in Control Agreement ("Agreement") is by and between Reliant Energy, Inc. (the "Company"), Reliant Energy Corporate Services, LLC (the "Employer") and Brian Landrum ("Executive").

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SEVERANCE AGREEMENT
Severance Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services • Texas

THIS SEVERANCE AGREEMENT ("Agreement") is made this 30th day of April, 2003 to be effective as of the 1st day of August, 2005, by and between RELIANT RESOURCES, INC., a Delaware corporation having its principal place of business in Houston, Harris County, Texas, and Mark M. Jacobs, an individual currently residing in Harris County, Texas ("Executive").

SCHEDULE IDENTIFYING SUBSTANTIALLY INDENTICAL AGREEMENTS TO FIRST AMENDMENT TO PARTICIPATION AGREEMENT
First Amendment to Participation Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services
SCHEDULE IDENTIFYING SUBSTANTIALLY INDENTICAL AGREEMENTS TO SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Second Amendment to Participation Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services
SECOND AMENDMENT TO PARTICIPATION AGREEMENT (Undivided Interest in the Conemaugh Facility)
Participation Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services • New York

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT dated as of June 18, 2003 (this "Amendment"), among (i) RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC (formerly known as Sithe Pennsylvania Holdings, LLC), a Delaware limited liability company, as Facility Lessee, (ii) CONEMAUGH LESSOR GENCO LLC, a Delaware limited liability company, as Owner Lessor, (iii) WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of the State of Delaware, not in its individual capacity, except as expressly provided herein and in the Participation Agreement referred to below, but solely as manager under the LLC Agreement, (iv) WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of the State of Delaware in its individual capacity, (v) PSEGR CONEMAUGH GENERATION, LLC, a Delaware limited liability company, as Owner Participant, (vi) DEUTSCHE BANK TRUST COMPANY AMERICAS, as successor to BANKERS TRUST COMPANY, a banking corporation organized and e

FIRST AMENDMENT TO PARTICIPATION AGREEMENT (Undivided Interest in the Conemaugh Facility)
Participation Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services • New York

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT dated as of November 15, 2001 (this "Amendment"), among (i) RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC (formerly known as Sithe Pennsylvania Holdings, LLC), a Delaware limited liability company, as Facility Lessee, (ii) CONEMAUGH LESSOR GENCO LLC, a Delaware limited liability company, as Owner Lessor, (iii) WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of the State of Delaware, not in its individual capacity, except as expressly provided herein and in the Participation Agreement referred to below, but solely as manager under the LLC Agreement, (iv) WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of the State of Delaware in its individual capacity, (v) PSEGR CONEMAUGH GENERATION, LLC, a Delaware limited liability company, as Owner Participant, (vi) BANKERS TRUST COMPANY, a banking corporation organized and existing under the laws of the State of New York, no

AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • March 15th, 2006 • Reliant Energy Inc • Electric services

This Amendment to Severance Agreement ("Amendment") is made and effective as of November 29, 2005, by and between Reliant Energy, Inc., a Delaware corporation having its principal place of business in Houston, Harris County, Texas (the "Company") and James B. Robb ("Executive").

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