RELIANT RESOURCES, INC. ANNUAL INCENTIVE COMPENSATION PLAN

Exhibit 10.44

RELIANT RESOURCES, INC.
ANNUAL INCENTIVE COMPENSATION PLAN
(As Established Effective January 1, 2001)

First Amendment

Reliant Energy, Inc., a Delaware corporation (formerly known as Reliant Resources, Inc.), having established the Reliant Resources, Inc. Annual Incentive Compensation Plan, effective January 1, 2001 (the “Plan”), and having reserved the right under Section 12 thereof to amend the Plan, does hereby amend the Plan, effective as of the dates set forth herein, as follows:

1. Effective as of April 26, 2004, all references in the Plan to “Reliant Resources, Inc.” and “Reliant Resources, Inc. Annual Incentive Compensation Plan” are hereby amended to read “Reliant Energy, Inc.” and “Reliant Energy, Inc. Annual Incentive Compensation Plan,” respectively, and the definitions of “Company” and “Plan” in Section 2 of the Plan are hereby amended to read as follows:

“ Company : Reliant Energy, Inc., or any successor thereto.”

“ Plan : This Reliant Energy, Inc. Annual Ince