FORM FOR CHANGE IN CONTROL AGREEMENT

     Exhibit 10.60

FORM OF
CHANGE IN CONTROL AGREEMENT
FOR PERSONS OTHER THAN THE CEO, CFO AND COO

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

          The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the Company recognizes that the possibility of a Change in Control (as defined below) exists and that the uncertainty this raises may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. In order to encourage the continued attention and dedication of key management personnel, this Agreement is being entered into by the Company, the Employer and Executive.

          The Company, the Employer and Executive agree as follows:

1.		Definitions : Capitalized terms are defined in Exhibit A.
2.		Severance Benefits : If Executive (a) experiences a Covered Termination, (b) executes and returns to the Company a Waiver and Release within the time period prescribed in the Waiver and Release following the Covered Termination, and (c) does not revoke such Waiver and Release within the time period prescribed in the Waiver and Release, then Executive will be entitled to receive from the Employer the following severance benefits:

	(a)		Severance Payment Based on Salary. An amount equal to the sum of 2 times Salary plus 2 times the Executive’s target award under the AICP for the year in which the Covered Termination occurs.
	(b)		Severance Payment Based on Bonus.

	(1)		Current Performance Year . An amount equal to the product of (A) the Salary and (B) the Target Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s employment terminated.
	(2)		Prior Performance Year. An Executive whose termination date occurs before the date on which awards under the AICP are paid out for the prior calendar year, or the date on which the Company announces that awards under the AICP will not be paid, will be entitled to an amount equal to the product of (A) the Salary and (B) the Target Bonus Percentage (or, if greater, the actual amount of the bonus determined under the AICP for such prior calendar

year). Any prepayments of AICP awards made during the prior calendar year will be deducted from the amount calculated under the preceding sentence of Section 2(b)(2).

	The severance benefits provided for in Sections 2(a) and 2(b) above will be paid in one lump sum payment as soon as practicable after the expiration of the Waiver and Release revocation period (subject to any delay required to comply with the requirements of Section 409A of the Code).
	(c)		Welfare Benefit Coverage.

	(1)		Active Coverage . The Employer will provide, or will cause to be provided, continued Welfare Benefit Coverage (as in effect from time to time for similarly situated active employees) for Executive and Executive’s eligible dependents at the active employee rate for a period of 2 years following the date of Executive’s Covered Termination.
	(2)		Post Retirement Coverage .
			If Executive would be entitled to post-retirement medical coverage within 2 years following termination of employment, if Executive had remained employed, the Company or the Employer will provide the coverage as follows:

	(A)		the coverage provided will be the coverage in effect immediately before the Covered Termination; and
	(B)		coverage will begin on the later of (i) the date on which the post-retirement coverage would have become available or (ii) the date on which the benefits under Section 2(c)(1) end.

(3)

Reduction for Other Coverage . Benefits otherwise receivable by Executive pursuant to this Section 2(c) will be reduced to the extent Executive becomes eligible to receive benefits pursuant to a government-sponsored health insurance or health care program.

	(d)		Outplacement . The Employer will provide or cause to be provided outplacement services for a period of 12 months in connection with Executive’s efforts to obtain new employment. Executive must notify the Employer or the outplacement firm designated by the Employer, in writing, within 180 days of termination of employment if the Executive wishes to utilize this outplacement benefit.
	(e)		Financial Planning : The Employer will provide, or cause to be provided, continued access, for the remainder of the calendar year in which the

Covered Termination occurs or for 60 days (if greater), to the financial planning services available to executive employees at the time of the Covered Termination.

3.		Change in Control Equity-Based Benefits : Immediately upon any Change in Control, Executive will be entitled to receive benefits with respect to any equity-based compensation in accordance with the applicable plans and agreements.
4.		Special Internal Revenue Code Requirements : It is the intent of the Company that the provisions of this Agreement comply with Section 409A of the Code and related regulations and Department of the Treasury pronouncements. Accordingly, notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted, applied and to the minimum extent necessary, unilaterally amended by the Company in its sole discretion, without the consent of Executive, as the Company deems appropriate for the Agreement to satisfy the requirements of Section 409A.
5.		Certain Additional Payments : Whether or not Executive becomes entitled to the payments or benefits pursuant to Section 2 of this Agreement, if any of the payments or benefits received or to be received by Executive (including any payment or benefit received or to be received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, excluding the Gross-Up Payment described below, being hereinafter referred to as the “Total Payments”) will be subject to the tax under Section 4999 of the Code (the “Excise Tax”), the Company will pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal exemptions attributable to the Gross-Up Payment, is equal to the Total Payments. In the event that the amount of the Total Payments does not exceed 110% of the largest amount that would result in no portion of the Total Payments being subject to the Excise Tax (the “Safe Harbor”), then the preceding provisions of this Section will not apply and any noncash payments or benefits will first be reduced ( if necessary, to zero), and any cash payments will thereafter be reduced (if necessary, to zero) so that the amount of the Total Payments is equal to the Safe Harbor; provided , however , that the Executive may elect to have the cash payments reduced (or eliminated) before any reduction of the noncash payments or benefits.
		For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of

		Section 280G(b)(l) of the Code will be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation (within the meaning of Section 280G of the Code), or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, (1) the Executive will be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of the Covered Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (2) Executive will be deemed to be subject to the loss of itemized deductions and personal exemptions to the maximum extent provided by the Code for each dollar of incremental income.
		In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive must repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive), to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company will make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that the amount of such excess is finally determined. Executive and the Company must each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.
6.		Confidentiality : Executive agrees that he will not, while employed by the Company or the Employer or an Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as are required in the performance of his duties hereunder or as may otherwise be required by law or legal process (in which case Executive must notify the Company of such legal or judicial proceeding as soon as practicable, and permit the Company to seek to protect its interests and information).

7.		Return of Property : Executive agrees that at the time of leaving his or her employ, he will deliver to the Employer (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.
8.		Non-Solicitation : Executive agrees that while employed by the Company or the Employer or an Affiliate and for one year following a Covered Termination, he will not, without the prior written consent of the Company, directly or indirectly, hire or induce, entice or solicit (or attempt to induce entice or solicit) any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates.
9.		Notices : For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company or the Employer:		Reliant Energy, Inc.
		1000 Main Street
		Houston, Texas 77002
		ATTENTION: General Counsel
If to Executive:

or to such other address as either party may furnish to the other in writing in accordance with this Section.

10.		Applicable Law : The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Texas, but without giving effect to the principles of conflict of laws of such State.
11.		Severability : If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.
12.		Withholding of Taxes : The Company or the Employer, as applicable, may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling.

13.		No Assignment; Successors : Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company or Employer will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
		This Agreement is binding upon and inures to the benefit of the Company and the Employer and their respective successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate).
14.		Payment Obligations Absolute : Except for the requirement of Executive to execute and return to the Company the Waiver and Release in accordance with Section 2, the Company’s and the Employer’s obligation to pay Executive the amounts and to make the arrangements provided herein are absolute and unconditional and may not be affected by any circumstances, including, without limitation, any set-off, counter-claim, recoupment, defense or other right which the Company or the Employer (including their Affiliates) may have against Executive or anyone else. All amounts payable or arrangements to be made hereunder by the Company or the Employ