RRI ENERGY, INC. 2002 LONG-TERM INCENTIVE PLAN DIRECTOR COMMON STOCK AWARD

Executive Compensation Plan Agreement

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RRI ENERGY INC

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Title: RRI ENERGY, INC. 2002 LONG-TERM INCENTIVE PLAN DIRECTOR COMMON STOCK AWARD
Date: 8/3/2009
Industry: Electric Utilities Sector: Utilities

Exhibit 10.2

RRI ENERGY, INC.
2002 LONG-TERM INCENTIVE PLAN
DIRECTOR COMMON STOCK AWARD

Pursuant to this Award Agreement, as of June 8, 2009, RRI Energy, Inc. (the “Company”) hereby grants to Evan J. Silverstein (the “Participant”), a Director of the Company, 2,715 shares of Common Stock, in lieu of fees otherwise payable to the Participant for services as Chairman of the Special Committee. Such number of shares are subject to adjustment as provided in Section 15 of the RRI Energy, Inc. 2002 Long-Term Incentive Plan (the “Plan”), subject to the terms, conditions and restrictions described in the Plan and in this Agreement.

Relationship to the Plan. This grant of Common Stock 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 this date. Except as defined herein, c

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