Explanatory Note

     We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to include Part III rather than incorporating such information into our Form 10-K by reference to our definitive proxy statement for our 2009 annual meeting of stockholders. Accordingly, Items 10-14 of Part III of the Form 10-K are hereby amended and restated in their entirety as set forth below.

     Also included in this Amendment No. 1 on Form 10-K/A are (a) the signature page, (b) the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, which have been re-executed and re-filed as of the date of this Form 10-K/A as Exhibits 31.1 and 31.2 respectively, and (c) the exhibit index set forth in Part IV, Item 15(b) of the Form 10-K, which has been amended and restated in its entirety as set forth below to include the additional certifications.

     Except as described above, this Amendment No. 1 on Form 10-K/A does not update or modify in any way the disclosures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and does not purport to reflect any information or events subsequent to the filing thereof. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the Form 10-K and our other filings made with the Securities and Exchange Commission.

Forward-Looking Information

     This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that contain projections, assumptions or estimates about the outcome of pending legal actions, our revenues, income, capital structure and other financial items, our plans and objectives for future operations or about our future economic performance, transactions and dispositions, financings or offerings and approvals related thereto. In many cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words. However, the absence of these words does not mean that the statements are not forward-looking.

     Actual results may differ materially from those expressed or implied by the forward-looking statements as a result of many factors or events, including, but not limited to, the following:

     Other factors that could cause our actual results to differ from our projected results are discussed or referred to in Item 1A of this report. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Our filings and other important information are also available on our website at www.reliant.com.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors

Name		Age(1)		Director Since
E. William Barnett		76		October 2002
Donald J. Breeding		74		October 2002
Mark M. Jacobs		47		May 2007
Steven L. Miller		63		August 2003
Laree E. Perez		55		April 2002
Evan J. Silverstein		54		August 2006
Joel V. Staff		65		October 2002
William L. Transier		54		December 2002

     E. William Barnett is a member of the Board of Directors of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners L.P., and is Chairman of its Audit, Conflicts and Governance Committee. Mr. Barnett also serves on the Board of Directors of Westlake Chemical Corporation and is Chairman of its Nominating and Governance Committee and a member of its Audit Committee. Mr. Barnett retired from the law firm Baker Botts LLP in December 1997 where he served as its managing partner. Donald J. Breeding served as President and Chief Executive Officer of Airline Management, LLC, an aviation and airline consulting company, from 1997 until 2007. Mr. Breeding serves as Chairman of the Board of Directors of Pinnacle Airlines Corp. and is Chairman of its Nominating and Corporate Governance Committee and a member of its Compensation Committee.

     Mark M. Jacobs has served as our President and Chief Executive Officer since May 2007. Prior to that, he served as our Executive Vice President and Chief Financial Officer from July 2002.

     Steven L. Miller retired from Shell Oil Company in September 2002 where he served as Chairman, President and Chief Executive Officer. Since September 2002, he has served as Chairman and President of SLM Discovery Ventures, Inc., a company pursuing commercial ventures in support of volunteerism, social outreach and higher education academic achievement. From January 2003 to September 2004, Mr. Miller served as Chairman of CEO Initiative-Diversity Best Practices, and from February 2003 to December 2004, he served as Chairman of Momentum Bio Ventures, Inc., a venture capital/management services company focusing on biotechnology and life sciences.

     Laree E. Perez has served as an independent financial consultant with The Medallion Company, LLC, an investment advisory/consultation and professional money management company, since September 2002. Ms. Perez also serves on the Board of Directors of Martin Marietta Materials, Inc. and is Chair of its Finance Committee and a member of its Audit Committee and its Ethics, Environment, Safety and Health Committee.

     Evan J. Silverstein served as General Partner and Portfolio Manager of SILCAP LLC, a market-neutral hedge fund that principally invests in utilities and energy companies, from January 1993 until his retirement in December 2005.

     Joel V. Staff, in connection with his role in our process of exploring strategic alternatives, has served as Executive Chairman of the Board since October 2008. He served as our Chairman of the Board from April 2003 to October 2008. Mr. Staff was our Chief Executive Officer from April 2003 until his retirement in May 2007.

     William L. Transier has served as Chairman, Chief Executive Officer, and President of Endeavour International Corporation, an international oil and gas exploration and production company focused on the North Sea, since September 2006. From February 2004 to September 2006, he served as Co-Chief Executive Officer of Endeavor

International Corporation. Mr. Transier serves on the Board of Directors of Endeavour International Corporation. He serves on the Board of Directors of Helix Energy Solutions Group, Inc. and is the Chairman of its Compensation Committee and a member of its Audit Committee. He also serves on the Board of Directors of Cal Dive International, Inc. and is Chairman of its Compensation Committee and a member of its Audit Committee. Cal Dive International, Inc. is a majority-owned subsidiary of Helix Energy Solutions Group, Inc.

Executive Officers

Name		Age(1)		Present Position
Mark M. Jacobs		47		President and Chief Executive Officer
Brian Landrum		47		Executive Vice President and Chief Operating Officer
Rick J. Dobson		50		Executive Vice President and Chief Financial Officer
Charles S. Griffey		49		Senior Vice President, Market Design and Regulatory Affairs
D. Rogers Herndon		40		Senior Vice President, Strategic Planning and Business Development
Michael L. Jines		50		Senior Vice President, General Counsel and Corporate Secretary
Suzanne L. Kupiec		42		Senior Vice President, Chief Risk and Compliance Officer
Thomas C. Livengood		53		Senior Vice President and Controller
Albert H. Myres		45		Senior Vice President, Government and Public Affairs
Karen D. Taylor		51		Senior Vice President, Human Resources and Chief Diversity Officer

     Mark M. Jacobs has served as our President and Chief Executive Officer since May 2007. Prior to that, he served as our Executive Vice President and Chief Financial Officer from July 2002 to October 2007.

     Brian Landrum has served as our Executive Vice President and Chief Operating Officer since May 2007. Prior to that, he served as our Executive Vice President, Operations from February 2006 to May 2007. He was Senior Vice President, Commercial and Retail Operations, IT from February 2005 to February 2006; Senior Vice President, Customer Operations and Information Technology from January 2004 to February 2005; President, Reliant Energy Retail Services from June 2003 to January 2004.

     Rick J. Dobson has served as our Executive Vice President and Chief Financial Officer since October 2007. Prior to that, he served as Senior Vice President and Chief Financial Officer of Novelis Inc., an international aluminum rolling and recycling company, from July 2006 to August 2007 and Senior Vice President and Chief Financial Officer of Aquila, Inc., an electric and natural gas distribution company that also owns and operates generation assets, from October 2002 to July 2006.

     Charles S. Griffey has served as our Senior Vice President, Market Design and Regulatory Affairs since December 2007. Prior to that, he was Senior Vice President, Regulatory Affairs from February 2003 to December 2007.

     D. Rogers Herndon has served as our Senior Vice President, Strategic Planning and Business Development since November 2007. He was Senior Vice President, Commercial Operations and Origination from May 2006 to November 2007. Prior to that, he was a Managing Director for PSEG Energy Resources and Trade from April 2003 to December 2005.

     Michael L. Jines has served as our Senior Vice President, General Counsel and Corporate Secretary since May 2003.

     Suzanne L. Kupiec has served as our Senior Vice President, Chief Risk and Compliance Officer since July 2007. She served as our Senior Vice President, Risk and Structuring from January 2004 to June 2007. She was our Vice President and Chief Risk and Corporate Compliance Officer from June 2003 to January 2004.

     Thomas C. Livengood has served as our Senior Vice President and Controller since May 2005. Prior to that, he served as our Vice President and Controller from August 2002 to May 2005.

     Albert H. Myres has served as our Senior Vice President, Government and Public Affairs since December 2007. He served as Shell Oil Corporation’s Chief of Staff and Senior Advisor to the President and Country Chairman from August 2005 to December 2007 and Senior Advisor, Government Affairs from June 2002 to August 2005.

     Karen D. Taylor has served as our Senior Vice President, Human Resources since December 2003. In November 2005, she was appointed as our Chief Diversity Officer.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executives and persons who own more than 10% of our outstanding common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. Based on our review of the reports submitted to us and representations from certain reporting persons that they have complied with the applicable filing requirements, we believe that during 2008, all of our directors, executives and greater than 10% stockholders complied with the reporting requirements of Section 16(a) of the Exchange Act.

Code of Business Conduct

     We have adopted a written Business Ethics Policy, which is a code of conduct and ethics for our directors, executives and employees and satisfies the U.S. Securities and Exchange Commission’s (“SEC”) definition of a “code of ethics.” Our Business Ethics Policy prohibits our directors, executives and employees from having relationships or engaging in activities which might conflict with, or give the appearance of conflicting with, our interests or which might affect that person’s independence or judgment. This policy is based upon our value of acting with absolute integrity.

     All of our directors, executives and employees are required to annually certify their compliance with the Business Ethics Policy. The policy requires any exception to or waiver of the policy for a director or executive be made only by the Board or an independent Board committee and disclosed on our website. To date, we have not received any requests for or granted any waivers of the policy for any of our executives or directors.

     Among other things, the policy addresses:

	•		conflicts of interest;
	•		corporate opportunities;
	•		confidentiality;
	•		fair dealing;
	•		protection and use of our assets;
	•		compliance with laws, rules and regulations (including insider trading laws);
	•		reporting of any illegal or unethical behavior;
	•		gifts and entertainment;
	•		proper conduct in interacting with government agencies and officials; and
	•		limitations on certain corporate political contributions.

     The policy prohibits any director or executive from seeking or accepting credit or an extension of credit in the form of a personal loan from us, trading our securities acquired in connection with their service or employment during any retirement plan “black-out period” and, in the case of executives, receiving any tax services from our independent auditors.

     Under the terms of our Business Ethics Policy, each of our independent directors is required to ensure that he or she does not have any relationships or engage in any activities that would result in the director not being independent. Prior to engaging in any material relationship or activity that could reasonably be expected to affect his or her independence, the director must consult with our General Counsel or, in some cases, the Board.

     The policy includes procedures for directors and employees to report possible violations of laws, regulations or the policy. Reports may be made to an employee’s immediate supervisor, our Senior Vice President, Chief Risk and Compliance Officer (“Chief Compliance Officer”), any member of the Corporate Compliance Office or the Office of Ethics and Compliance or any other senior company official. Reports may also be made anonymously to the Chief Compliance Officer through a toll-free compliance hotline, a web address, or a mailing address administered by an independent third party. All reported violations are investigated promptly and, to the extent possible, treated confidentially. It is our policy that there will be no acts of retaliation, intimidation, threat, coercion or discrimination against any individual for truthfully reporting, furnishing information or assisting or participating in any manner in an investigation, compliance review or other activity related to the administration of our Business Ethics Policy.

Audit Committee

     Our Board has established an Audit Committee, whose members are Ms. Perez and Messrs. Barnett, Silverstein and Transier (Chairperson). The Board has determined that Ms. Perez and Messrs. Silverstein and Transier are qualified as audit committee financial experts under the SEC’s rules and regulations. In addition, the Board has determined that each member of the Audit Committee and Mr. Miller has the requisite accounting and related financial management expertise under the New York Stock Exchange listing standards. Each member of our Audit Committees is independent under the SEC’s rules and regulations, the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines.

Item 11. Executive Compensation

Compensation Discussion and Analysis

How did the events of 2008 impact our executive compensation program?

     Our financial results in 2008, particularly in our retail energy segment, were substantially below our expectations as a result of a variety of factors, including the record heat in the Houston area and ERCOT transmission constraints, the devastating impact of Hurricane Ike on the Gulf Coast and the significant volatility in commodity prices experienced in 2008. As a consequence, achievement of the performance metrics under our annual incentive program were below target amounts and retail contribution margin was below threshold. Although each of our officers was entitled to a payout under our annual incentive program, the Committee, in its discretion, elected not to approve payouts for Messrs. Jacobs, Dobson and Landrum. In addition, the Committee recommended no increases in base pay for officers in 2009. The Committee has not granted the executives long-term incentive awards for 2009 because we are continuing to review strategic alternatives. See “Why do we choose to pay each element?” and “Summary Compensation Table” for additional information.

What are the elements and objectives of our executive compensation program?

     Our compensation program for executives consists of base salary, annual incentive awards and long-term incentive awards. Using these elements, the Compensation Committee (the “Committee”) has designed our compensation program to prudently use our resources while meeting the following objectives:

	•		attract and retain the talent that we feel is required to successfully execute our business strategy;
	•		align the interests of our executives with the interests of our stockholders;
	•		reinforce expectations of leadership and achievement, consistent with our values and our vision to be the best positioned, most trusted choice for electricity in competitive markets; and
	•		provide a strong incentive to our executives to achieve their potential and our goals and long-term success.

How are executive compensation amounts determined?

     In determining target compensation levels for each executive, the Committee considers:

	•		market data;
	•		individual performance;
	•		corporate performance;
	•		compensation history; and
	•		internal equity.

     None of these factors are weighted, but are considered together.

Market Data

     Market data is a key consideration for the Committee. The Committee has retained Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”), a nationally recognized independent compensation consultant, to annually provide competitive market data for base salary, target annual incentive awards and expected value of target long-term incentive awards. In conducting the competitive analysis, Towers Perrin gathers information from us, public filings and appropriate survey sources. Towers Perrin reports the results of the competitive analysis to the Compensation Committee but does not make recommendations. The Committee considers this data for general market movement and trends and the positioning of our executives relative to the market. The Committee reviewed and considered market data as prepared by Towers Perrin in early 2008 for the following groups:

	•		a peer group composed of 18 other utility and power generation companies (The AES Corporation, American Electric Power Company, Inc., Calpine Corporation, Constellation Energy Group, Inc., Dominion Resources, Inc., Duke Energy Corporation, Dynegy Inc., Edison International, Entergy Corporation, Exelon Corporation, FPL Group, Inc., Mirant Corporation, NRG Energy, Inc., PG&E Corporation, PPL Corporation, Sempra Energy, Energy Future Holdings Corp. and The Williams Companies, Inc.). These companies were selected primarily because they are engaged in the merchant energy business, have significant generation portfolios, and/or have significant non-regulated and/or energy operations;
	•		approximately 100 major energy organizations in the broader energy industry; and
	•		approximately 800 organizations in the broader general industry.

     The market data is presented on a composite basis and the Committee does not have access to the individual company data.

     The two broader groups are surveyed because we do not compete exclusively within our peer group for leadership talent. The market data for these two groups is size-adjusted to our revenue size by Towers Perrin to provide appropriate comparisons. All three reference groups are included in the consideration of each element of compensation for each executive.

     Market data for target total direct compensation (base salary, targeted annual incentive and expected value of long-term incentive awards) is developed at both the 50^th and 75^th percentiles for each reference point in order to provide a broad market view; however, the Committee does not seek to target total direct compensation at any particular level. Each executive’s position relative to the market data is reflective of his/her experience (both with us and with other organizations) and the other factors described below. Four of the five executives were below the 75^th percentile for the peer group and two were also below the 50^th percentile. Four of the five executives were below the 75^th percentile for the energy industry and one was also below the 50^th percentile. All of the executives were below the 75^th percentile for the general industry and four of the five were also below the 50^th percentile.

Individual Performance

     The Committee also considers individual performance, including achievement of individualized goals, current and potential impact on corporate performance, reputation, skills, experience, criticality and demonstration of our values as important factors. Our values are to:

	•		act with absolute integrity;
	•		collaborate with, support and respect our employees;
	•		communicate openly, honestly and frequently;
	•		create value for every customer;
	•		ensure a safe, healthy and enjoyable workplace;
	•		care for our environment and communities;
	•		develop a highly motivated, valued and diverse workforce;
	•		optimize our financial and physical resources; and
	•		continuously simplify and improve our processes.

The format used for our executives’ annual performance evaluations is the same as for all employees (except our President and Chief Executive Officer). See “What is the role of our executives in the compensation process?”

Corporate Performance

     Significant portions of our annual incentive awards and long-term incentive awards are tied to corporate and operational results, which must be achieved in order for any payout to be earned. See “Why do we choose to pay each element?”

Compensation History

     In determining an executive’s compensation, the Committee considers the base salary and the annual incentive target and payout history of each executive for the preceding four years. The Committee also considers each executive’s equity holdings, including the date of any grants, the types of awards (restricted stock, stock options or cash-based), the vesting provisions, the expiration dates, the exercise prices, if applicable, and the number of units or shares granted. The Committee reviews these historical awards to ensure an appropriate portion of executive compensation provides retention value, but no formula is used.

Internal Equity

     Differences in levels of compensation among our executives exist because of differences in their roles and responsibilities and based on all of the factors discussed above. The Committee does not use formulas in determining compensation amounts, but is mindful of internal equity and the impact of perceived fairness related to its decisions.

How does each element and our decisions regarding that element fit into our compensation program’s objectives and affect other elements?

     To achieve our compensation program’s objectives, the Committee believes that a significant portion of executive compensation should be composed of variable, at risk elements, with the majority of these elements being based on alignment with our stockholders and achievement of our long-term success. Base salaries attract and retain the talent we need to lead our business. The Committee strives for a balanced and effective mix of elements, which are not weighted in any particular manner. We have no policies or formulas for allocating among different forms of pay.

     The table below sets forth the allocation range of fixed and variable compensation for our executives based on the Committee’s determinations in early 2008. See “Summary Compensation Table” and “2008 Grants of Plan-Based Awards.”

		Fixed				Variable
		Percentage of				Percentage of
		Total Compensation				Total Compensation
						Cash				Equity/Equity
		Cash				Annual Incentive				Based Long- Term Incentive
Executive		Base Salary				Award(1)				Awards(2)
Mark Jacobs, President and Chief Executive Officer			16	%			16	%			68	%
Rick Dobson, Executive Vice President and Chief Financial Officer			23	%			16	%			61	%
Brian Landrum, Executive Vice President and Chief Operating Officer			22	%			17	%			61	%
Michael Jines, Senior Vice President, General Counsel and Corporate Secretary			31	%			19	%			50	%
Albert Myres, Senior Vice President, Government and Public Affairs			39	%			22	%			39	%

Why do we choose to pay each element?

Base Salary

     Base salary is paid in cash commensurate with the responsibilities of each individual’s position. The Committee annually reviews base salary and approves adjustments based on the factors discussed under “How are executive compensation amounts determined?” The Committee believes the base salaries provide a competitive level of fixed compensation based on the individual’s experience and performance as well as the position’s market value. For 2008 base salaries, see “Summary Compensation Table.” In February 2009, the Committee recommended no increases in 2009 base pay for officers. In making this recommendation, the Committee considered the market’s response to the current economic climate, the most common trends relative to base pay, and the fact that we are exploring a full range of possible strategic alternatives to enhance stockholder value.

Annual Incentive Awards

     Annual incentive awards are paid in cash and are tied to annual achievement of the performance metrics described below. The purpose of our annual incentive awards is to encourage superior performance on key corporate and employee metrics that are critical to our business. Annual incentive awards are defined as a specified target percentage of base salary. These target percentages for executives are approved by the Committee based on the market data surveys prepared by Towers Perrin and internal equity. The Committee has discretion to approve payouts for performance above or below the performance metrics in order to take into account extraordinary or unexpected market, business or individual performance events. For 2008, the Committee did not exercise this discretion with respect to Mr. Jines or Mr. Myres. However, the Committee elected not to pay annual incentive awards to Messrs. Jacobs, Dobson or Landrum for 2008 because of the events described above under “How did the events of 2008 impact our executive compensation program?” and the heightened standards of performance and accountability associated with their positions. If the Committee had not exercised this discretion, Messrs. Jacobs, Dobson and Landrum would have received $322,200, $128,836 and $188,640 in annual incentive awards for 2008, respectively. The table below reflects the percentage of base salary that the officers were eligible to receive.

		Percent of Base Salary(1)
Executive		Threshold				Target				Maximum
Mark Jacobs, President and Chief Executive Officer			20	%			100	%			200	%
Rick Dobson, Executive Vice President and Chief Financial Officer			14				70				140
Brian Landrum, Executive Vice President and Chief Operating Officer			16				80				160
Michael Jines, Senior Vice President, General Counsel and Corporate Secretary			12				60				120
Albert Myres, Senior Vice President, Government and Public Affairs			12				60				120

     The Committee annually approves the performance metrics, levels and relevant weighting of each metric following its review of management’s proposals. The metrics reflect our annual operating plan and strategic priorities. We use these metrics in managing our business and in making public disclosures. The target amounts are consistent with our 2008 annual operating plan. The metric payout amounts are based on the estimated likelihood of achievement: threshold, 90%; target, 50%; maximum, 10%. These achievement percentages are estimated by management based on a number of factors and reviewed with the Committee. The weighting of the different performance metrics is based on the Committee’s assessment of the relative priorities of the specific performance metrics.

		Threshold				Target				Maximum				Actual
		(20%)				(100%)				(200%)				Results				Achievement
2008 Metric		($ in millions)																of Target				Weight
Corporate Metrics
Adjusted EBITDA(1)		$	736			$	1,236			$	1,736			$	835				36	%			30	%
Open wholesale contribution margin(2)		$	508			$	708			$	908			$	655				79	%			30	%
Retail contribution margin(3)		$	384			$	484			$	584			$	(57	)			0	%			30	%
Employee Survey Results (4)			44	%			52	%			60	%			44	%			20	%			10	%
Total																							100	%

     See non-equity incentive plan compensation in the “Summary Compensation Table” for valuation disclosure related to 2008 annual incentive awards for each executive.

Long-Term Incentive Awards

     The long-term incentive awards are equity and equity-based awards to align our executives’ interests with those of our stockholders. These awards are designed to retain our executives and to provide them continued motivation to achieve our long-term success.

     In 2008, the Committee approved the award vehicles and amount of each vehicle following its review of management’s proposals, which considered market data prepared by Towers Perrin, individual performance, long-term potential, retention risk, difficulty of replacement, long-term impact of position and internal equity. These factors are not weighted but are considered in the aggregate. In February 2008, the Committee granted the executives long-term incentive awards structured as set forth in the following table.

				Percentage of
Award Vehicle		Vesting Period		Targeted LTI Value
Common Stock Options		Time-based, vest ratably over three-year period			30	%
Performance-Based Cash Units		Vesting upon achievement of stock price of $32(1) for 20 consecutive trading days at any time during three-year term. Expires if not vested within three-year term.			35	%
Restricted Stock Units		Time-based, three-year cliff vesting, common stock settled			35	%

     The structure of our long-term incentive awards reflects the Committee’s view that the purpose of the executive’s equity compensation should strengthen alignment with stockholders, provide incentives tied to our performance and serve as a retention vehicle. Time-based restricted stock units retain some value regardless of our stock price and create alignment with stockholder interests because their value changes as our stock price changes. Performance-based cash units are primarily a stockholder alignment tool, as they are earned or vested upon the achievement of key performance metrics. Time-based common stock options can be retentive if their value increases, and they create stockholder alignment because their value increases only if our stock price increases. The weighting of the long-term incentive award vehicles is reflective of the Committee’s goal to have a balanced and effective mix of cash and equity elements.

     See stock awards and option awards in the “Summary Compensation Table” and grant date fair value under “2008 Grants of Plan-Based Awards” for valuation disclosure related to 2008 long-term incentive awards for each executive.

Executive Perquisites

     With the exception of executive officer relocation, we do not provide substantial personal benefits or perquisites. We do allow up to $5,000 per year for each executive in reimbursement for specified financial planning services and a one-time allowance of $5,000 for estate planning and financial planning services. See “Summary Compensation Table.”

How were payment amounts and trigger events determined for termination or change-in-control?

     We provide for payments and benefits if an executive is terminated without cause or resigns for good reason in connection with a change-in-control. In addition, under our executive severance plan, we provide for payments and other benefits if an executive’s employment is involuntarily terminated other than by reason of death, disability, cause or a change-in-control. The payment multiples and the triggering events for receipt of these payments and benefits are based in part on a 2005 market analysis provided by Towers Perrin. The market analysis was based on Towers Perrin’s research and consulting experience with organizations of similar scope and complexity as us, as well as current trends at the time in the area of severance and change-in-control. From time to time, our management confirms with Towers Perrin that this market information has not materially changed.

     The change-in-control triggering events were selected so that our executives would be encouraged to continue their attention and dedication to us with indifference towards a change in our control. We choose to provide severance benefits for termination in these circumstances to provide financial assistance and resolve any possible related claims against us that may arise. The potential payments under these arrangements do not affect the other elements of the executives’ compensation. See “Potential Payments upon Termination or Change-in-Control.”

What is the role of our executives in the executive compensation process?

     Our Chief Executive Officer has access to the internal and external compensation information described above, including each of our executive’s annual performance review. Our Senior Vice President, Human Resources provides input and makes recommendations to our Chief Executive Officer regarding compensation philosophy and structure, the structure and design of annual incentive awards and long-term incentive awards, and our executive severance plan and change-in-control agreements. Other members of our management team may also give input or make recommendations to our Chief Executive Officer regarding these matters. Using all of that information, our Chief Executive Officer makes recommendations to the Committee regarding the compensation of our other executives. In each case, the Committee independently reviews the data, considers the Chief Executive Officer’s proposals, consults with Towers Perrin as needed, and makes its own determinations for our executives. For additional information regarding Towers Perrin’s role in the compensation process, see “How are executive compensation amounts determined?”

     In setting the Chief Executive Officer’s compensation, the Committee consults with each non-management director for his/her views of the Chief Executive Officer’s performance and compensation. The Committee then presents a report to the Board so that all directors have an opportunity to be heard in advance of the Committee’s final action.

What are our equity and security ownership requirements?

     We encourage stock ownership by executives through the use of equity awards and mandatory holding periods. In addition, the Board has adopted stock ownership guidelines to align our directors and executives with the interests of our stockholders. Our President and Chief Executive Officer has an ownership target of 120,000 shares, all executive vice presidents have targets of 60,000 shares, and all senior vice presidents that are executives have targets of 30,000 shares. The target stock ownership levels are expected to be achieved within five years of the adoption of the guidelines (March 7, 2011) or within five years of first appointment to the Board or election as an executive, whichever is later. Each executive is expected to retain at least 50% of the after-tax earned restricted or performance shares until twelve months after the vesting date. The Nominating & Governance Committee may approve requests for exclusions to the retention expectation, for purposes of estate planning, gifts to charity, education or the purchase of a primary residence. Other than Mr. Dobson, who joined us in October 2007 and Mr. Myres, who joined us in December 2007, each executive meets or exceeds the applicable guidelines.

     Because short-range speculation in our securities based on fluctuations in the market may cause conflicts of interests with our stockholders, our Insider Trading Policy prohibits trading in options, warrants, puts and calls related to our securities and it also prohibits selling our securities short or holding our securities in margin accounts.

When are awards granted and base salaries approved?

     As a general rule, the Committee approves our executives’ base salaries, payout of annual incentive awards for the prior year, and annual and long-term incentive awards for the current year at its first regular quarterly meeting (generally in February or March). As discussed under “How did the events of 2008 impact our executive compensation?”, the Committee has not yet granted long-term incentive awards for 2009.

     Any awards for newly hired executives are granted on the first business day of the month immediately following the executive’s appointment date. Offers to executive candidates are reviewed with the Committee prior to being made. Any equity awards included in an offer are subject to the Committee’s approval.

     Our executives do not have any role in establishing the timing of grants or vesting of stock options. We do not have any program, plan or practice to time grants of equity or equity-based awards in coordination with the release

of material non-public information and we do not set grant dates to new executives in coordination with the release of such information. We have not timed, and do not intend to time, our release of material non-public information for the purpose of affecting the value of executive compensation. See “2008 Grants of Plan-Based Awards.”

Does the accounting and tax treatment of a particular form of compensation impact the form and design of awards?

     The Committee considers tax, tax deductibility and accounting treatment of various compensation alternatives. However, these are not typically driving factors. The Committee may approve non-deductible compensation arrangements if it believes they are in the best interests of the Company and its stockholders taking into account several factors, including our ability to utilize the deduction based on projected taxable income.

Summary Compensation Table

     The following table sets forth the compensation of our President and Chief Executive Officer, our Chief Financial Officer and each of our three most highly compensated other executives who were serving as of December 31, 2008. None of our executives has an employment agreement or arrangement. For further discussion of executive compensation, see “Compensation Discussion and Analysis.”

																										Change in
																										Nonqualified
																						Non-Equity				Deferred
Name and														Stock				Option				Incentive Plan				Compensation				All Other
Principal Position		Year				Salary				Bonus				Awards (1)				Awards (1)				Compensation (2)				Earnings (3)				Compensation (4)				Total
Mark M. Jacobs			2008			$	895,000			$	—			$	848,376			$	748,320			$	600			$	—			$	117,959			$	2,610,255
President and Chief			2007				767,125				—				1,417,562				284,325				821,864				—				125,190				3,416,066
Executive Officer			2006				623,000				—				1,041,068				1,092,979				776,870				—				90,640				3,624,557
Rick J. Dobson (5)			2008				511,251				—				283,084				223,709				600				—				88,263				1,106,907
Executive Vice			2007				88,542				—				14,552				16,032				—				—				36,168				155,294
President and Chief Financial Officer
Brian Landrum			2008				655,000								415,535				296,626				600				—				79,658				1,447,419
Executive Vice			2007				610,000				—				1,324,364				107,521				457,535				—				93,476				2,592,896
President and Chief			2006				545,303				—				1,069,605				983,209				509,577				—				60,795				3,168,489
Operating Officer
Michael L. Jines			2008				422,750				—				167,593				121,163				91,914				14,159				47,850				865,429
Senior Vice President,			2007				397,250				—				603,209				48,972				255,461				9,713				56,856				1,371,461
General Counsel and			2006				380,750				—				443,760				471,924				293,466				8,839				48,611				1,647,350
Corporate Secretary
Albert H. Myres (6)			2008				324,996				—				104,927				91,396				64,949				—				24,018				610,286
Senior Vice President, Government and Public Affairs

						Deferral and				Executive								Tax
		Savings				Restoration				Life								Gross
Name		Plan(a)				Plan(b)				Insurance(c)				Perquisites(d)				Ups(e)				Total
Mark M. Jacobs		$	17,565			$	100,394				—				—				—			$	117,959
Rick J. Dobson			17,565				19,025				—			$	48,864			$	2,809				88,263
Brian Landrum			15,840				61,326			$	1,872				—				620				79,658
Michael L. Jines			15,840				32,010				—				—				—				47,850
Albert H. Myres			13,435				10,583				—				—								24,018

2008 Grants of Plan-Based Awards

																														All				All Other								Grant
																														Other				Option				Exercise				Date Fair
																														Stock				Awards;				or Base				Value of
																														Awards;				Number of				Price of				Stock
						Estimated Future Payouts Under Non-												Estimated Possible Payouts Under												Number				Securities				Option				and
		Grant				Equity Incentive Plan Awards (1)												Equity Incentive Plan Awards (2)												of				Underlying				Awards				Option
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				Shares (3)				Options (4)				(5)				Awards
Mark M. Jacobs			—			$	179,000			$	895,000			$	1,790,000				—				—				—				—				—				—			$	—
			—				—				600	(6)			—				—				—				—				—				—				—				—
			2/19/08				—				—				—				—				96,294				96,294				—				—				—				1,575,370	(2)
			2/19/08				—				—				—				—				—				—				55,851				—				—				1,305,517	(3)
			2/19/08				—				—				—				—				—				—				—				119,680			$	23.375				1,180,918	(4)
Rick J. Dobson			—				71,575				357,876				715,752				—				—				—				—				—				—				—
			—				—				600	(6)			—				—				—				—				—				—				—				—
			2/19/08				—				—				—				—				35,498				35,498				—				—				—				580,747	(2)
			2/19/08				—				—				—				—				—				—				20,589				—				—				481,268	(3)
			2/19/08				—				—				—				—				—				—				—				44,118			$	23.375				435,326	(4)
Brian Landrum			—				104,800				524,000				1,048,000				—				—				—				—				—				—				—
			—				—				600	(6)			—				—				—				—				—				—				—				—
			2/19/08				—				—				—				—				48,405				48,405				—				—				—				791,906	(2)
			2/19/08				—				—				—				—				—				—				28,075				—				—				656,253	(3)
			2/19/08				—				—				—				—				—				—				—				60,161			$	23.375				593,627	(4)
Michael L. Jines			—				50,730				253,650				507,300				—				—				—				—				—				—				—
			—				—				600	(6)			—				—				—				—				—				—				—				—
			2/19/08				—				—				—				—				18,117				18,117				—				—				—				296,394	(2)
			2/19/08				—				—				—				—				—				—				10,508				—				—				245,625	(3)
			2/19/08				—				—				—				—				—				—				—				22,517			$	23.375				222,182	(4)
Albert H. Myres			—				35,750				178,748				357,496				—				—				—				—				—				—				—
			—				—				600	(6)			—				—				—				—				—				—				—				—
			1/02/08				—				—				—				—				—				—				6,700	(7)			—				—				176,110	(3)
			1/02/08				—				—				—				—				—				—				—				16,800	(7)		$	26.285				185,581	(4)
			2/19/08				—				—				—				—				8,391				8,391				—				—				—				137,277	(2)
			2/19/08				—				—				—				—				—				—				4,867				—				—				113,766	(3)
			2/19/08				—				—				—				—				—				—				—				10,428			$	23.375				102,896	(4)

		Stock Option Grant Date
		1/02/2008				2/19/2008
Risk-free interest rates			3.41	%			3.15	%
Dividend Yield			—				—
Expected Volatility			37.47	%			38.36	%
Expected Term		6 years				6 years

Outstanding Equity Awards at 2008 Fiscal Year-End

		Option Awards																				Stock Awards
																														Equity				Equity
																														Incentive				Incentive
																										Market				Plan				Plan
										Equity																Value of				Awards;				Awards;
										Incentive																Shares				Number of				Market or
										Plan Awards;												Number				or Units				Unearned				Payout Value
										Number of												of Shares				of Stock				Shares,				of Unearned
										Securities												or Units				that				Units or				Shares, Units
		Number of Securities Underlying								Underlying												of Stock				Have				Other				or Other
		Unexercised Options								Unexercised				Option				Option				that				Not				Rights that				Rights that
						Unexercisable				Unearned				Exercise				Expiration				Have Not				Vested				Have Not				Have Not
Name		Exercisable				(1)				Options				Price				Date				Vested (2)				(3)				Vested				Vested
Mark M. Jacobs			318,667				—				—			$	4.790				7/28/2012				27,079			$	156,517				—				—
			212,000				—				—				3.505				3/10/2013				32,240				186,347				—				—
			489,600				—				—				8.135				2/12/2014				55,851				322,819				—				—
			19,342				38,684				—				16.260				2/19/2017				96,294				556,579				—				—
			26,887				53,776				—				26.365				5/15/2017				—				—				—				—
			—				119,680				—				23.375				2/18/2018				—				—
Rick J. Dobson			8,000				16,000				—				26.955				10/31/2017				9,700				56,066				—				—
			—				44,118				—				23.375				2/18/2018				20,589				119,004				—				—
			—				—				—				—				—				35,498				205,178				—				—
Brian Landrum			43,520				—				—				30.000				3/5/2011				27,364				158,164				—				—
			47,600				—				—				10.900				2/29/2012				28,075				162,274				—				—
			39,195				—				—				3.505				3/10/2013				48,405				279,781				—				—
			272,000				—				—				8.135				2/12/2014				—				—				—				—
			108,800				—				—				12.625				8/9/2015				—				—				—				—
			19,545				39,092				—				16.260				2/19/2017				—				—				—				—
			—				60,161				—				23.375				2/18/2018				—				—				—				—
Michael L. Jines			52,520				—				—				30.000				3/5/2011				12,464				72,042				—				—
			217,600				—				—				8.135				2/12/2014				10,508				60,736				—				—
			8,902				17,805				—				16.260				2/19/2017				18,117				104,716				—				—
			—				22,517				—				23.375				2/18/2018				—				—				—				—
Albert H. Myres			—				16,800				—				26.285				1/1/2018				6,700				38,726				—				—
			—				10,428				—				23.375				2/18/2018				4,867				28,131				—				—
			—				—				—				—				—				8,391				48,500				—				—

2008 Option Exercises and Stock Vested

     The following table provides information regarding the number of shares vested and the pretax value realized by each executive from the exercise of stock options or vesting of stock awards in 2008.

		Option Awards								Stock Awards
		Number of				Value				Number of Shares				Value
		Shares Acquired				Realized on				Acquired on				Realized on
Name		on Exercise				Exercise (1)				Vesting				Vesting
Mark M. Jacobs			—			$	—				—			$	—
Rick J. Dobson			—				—				—				—
Brian Landrum			15,772			$	155,028				—				—
Michael L. Jines			—				—				—				—
Albert H. Myres			—				—				—				—

2008 Nonqualified Deferred Compensation

Deferral and Restoration Plan

     In 2008, we adopted a new Deferral and Restoration Plan in order to comply with Internal Revenue Code Section 409A. The new plan incorporates changes in the distribution options which were effective in 2005 and changes in the contribution formula effective in 2009. The new Deferral and Restoration Plan and its predecessor are referred to collectively below as the Deferral Plan.

     Under the Deferral Plan, executives’ accounts are deemed to be invested among a group of designated mutual funds as directed by the executive. The investment elections can be changed at any time. Earnings credited to the executives’ accounts reflect the earnings of the deemed investment. We have established a “rabbi trust” to which we contribute amounts we expect to use to pay benefits under the Deferral Plan programs.

     Our Deferral Plan has two separate programs, a deferred compensation program and a savings restoration program.

Deferred Compensation Program

     Under the deferred compensation program, executives may elect to defer payment of up to 80% of their base salary and/or up to 100% of their annual incentive award. The deferred amounts are always 100% vested. In order to address statutory requirements, we have “grandfathered” the benefits earned by Mr. Landrum prior to January 1, 2005. No other executives named in the “Summary Compensation Table” have grandfathered deferred

compensation balances. Mr. Landrum may elect to take distribution of grandfathered amounts in one of the following forms:

	•		total distribution in a specified year (while still employed or after termination);
	•		partial distribution (at least 50%) in specified years; or
	•		annual installments beginning at a specified age or after termination of employment.

Mr. Landrum may also receive a lump sum distribution at any time subject to a 10% penalty and may change his distribution elections for grandfathered amounts subject to a 12-month waiting period.

     Different distribution options apply to amounts deferred after December 31, 2004. Executives may elect a distribution year for each year’s deferred amounts, which must be at least three years after the deferral year, or may elect payment in five annual installments beginning the fourth year after deferral. If the executive terminates before distribution is complete, the entire balance will be paid in a lump sum six months after termination.

Savings Restoration Program

     The savings restoration program of the Deferral Plan permits us to provide contributions and matching amounts that cannot be made on an executive’s behalf to the tax-qualified Reliant Energy Inc. Savings Plan because of Internal Revenue Service (IRS) rules. For 2008, we provided a savings restoration benefit in an amount equal to the difference between the matching and profit-sharing contributions that could have been made on behalf of the executive but for IRS compensation limit ($230,000 for 2008) and the matching and profit-sharing contributions actually made. Beginning in 2009, the savings restoration benefit will be an amount equal to 6% of the difference between the IRS compensation limit and the executive’s compensation plus an amount equal to this difference times the profit-sharing percentage applicable to the qualified savings plan.

     Messrs. Jacobs, Landrum and Jines have grandfathered amounts under the savings restoration program. Executives may elect to take distribution of these benefits earned before January 1, 2005 in either a lump sum or annual installments upon termination of employment. They may also take a lump sum distribution at any time subject to a 10% penalty and may change their distribution election for these amounts, subject to a 12-month waiting period. Benefits earned after December 31, 2004 will be distributed automatically in a lump sum six months after termination of employment.

Successor Deferral Plan

     We also sponsor a second nonqualified deferred compensation plan, the Successor Deferral Plan. Mr. Jines is the only participant. The Successor Deferral Plan holds account balances consisting of salary and bonus deferrals that were transferred from a nonqualified deferred compensation plan maintained by our former parent company, CenterPoint Energy, Inc. No additional contributions to this plan are permitted. Earnings are credited to the account balance at an interest rate equal to the Moody’s Long Term Corporate Bond Index plus 2%. The plan provides for distribution elections as follows:

	•		early distribution of either 50% or 100% of the amount deferred plus earnings for a particular year provided the funds have been in the plan at least three years; or
	•		in a lump sum or annual installments upon termination upon or after age 65.

Distribution elections can be changed subject to a 12-month waiting period. If we have a change-in-control (as defined in the Successor Deferral Plan), distribution will be made as if Mr. Jines had terminated employment upon or after age 65. We have established a “rabbi trust” to which, upon the occurrence of a change-in-control, we will contribute amounts we expect to use to pay benefits under this plan.

     The following table provides information regarding our Deferral Plan and the Successor Deferral Plan.

														Aggregate
		Executive				Company				Aggregate				Withdrawals/				Aggregate
		Contributions				Contributions				Earnings/(Loss)				Distributions				Balance at
Name		in 2008				in 2008 (1)				in 2008 (2)				in 2008				12/31/2008
Mark M. Jacobs		$	—			$	115,611			$	(207,875	)		$	—			$	348,427
Rick J. Dobson			—				16,911				105				—				17,016
Brian Landrum			—				75,363				(148,933	)			—				293,436
Michael L. Jines			—				40,726				(53,407	)			—				636,139
Albert H. Myres			—				8,141				38				—				8,179

Potential Payments upon Termination or Change-in-Control

Change-in-Control

We have entered into change-in-control agreements with our executives named in the “Summary Compensation Table.” Effective December 31, 2008, we amended all existing change-in-control agreements primarily to comply with Internal Revenue Code Section 409A. The following discussion summarizes the agreements as amended.

The change-in-control agreements provide for payments and benefits following termination of employment in connection with a change-in-control in the following circumstances:

	•		an involuntary termination that did not result from death, disability or termination for cause;
	•		termination by the executive for “Good Reason;” or
	•		termination initiated by us and mutually agreed upon by the executive and us.

For this purpose, “Good Reason” generally means:

	•		a material reduction in duties and responsibilities;
	•		a material reduction in annual base salary;
	•		our failure to continue certain benefits and compensation plans (or comparable benefits plans) that are material to the executive’s compensation; or
	•		a change of more than 50 miles in the location of the executive’s principal place of employment.

     If the payment obligations under the agreements are triggered, we are required to provide the following severance benefits:

	•		a cash severance payment equal to a multiple of salary (three in the case of Messrs. Jacobs, Dobson, and Landrum and two in the case of Messrs. Jines and Myres) plus the same multiple times the executive’s target annual incentive award, payable in a lump sum;
	•		a pro-rated target annual incentive award based on the number of days the executive was employed during the year in which his employment was terminated, payable in cash in a lump sum;
	•		continued welfare benefits coverage (medical, dental and vision) for two years;
	•		outplacement services for 12 months and financial planning services;
	•		“gross-up payments” intended to reimburse the executive for any excise taxes under Internal Revenue Code Section 4999 in connection with the agreement; and
	•		“gross-up payments” intended to reimburse the executive for any taxes and penalties inadvertently triggered under Internal Revenue Code Section 409A, unless the tax is imposed because of the plan aggregation rules under Section 409A or, in the case of termination for Good Reason, the executive does not timely notify us of the event.

     The executives’ agreements for long-term incentive awards provide that in the event of a change-in-control prior to the vesting date, any unvested restricted stock units will vest and will be settled in cash based on the fair market value of our stock on the date immediately preceding the change-in-control. Any unvested common stock options also will vest and all (vested and unvested) unexercised common stock options will be settled by a cash payment per share equal to the difference between the exercise price of the options and the fair market value of our stock on the date preceding the date of the change-in-control.

     The change-in-control agreements provide that the executive may not disclose confidential information and may not hire or solicit to hire any of our employees for one year after a covered termination under the agreement.

     The following table summarizes payments and benefits to be provided to the executives in connection with a change-in-control assuming a qualifying termination of employment as of December 31, 2008:

						Multiple of Target				Pro-rata																				Total
						Annual Incentive				Target Annual				Welfare Benefits				Miscellaneous				Excise Tax				Equity-based				Pre-Tax
Name		Multiple of Salary				Award				Incentive Award				Coverage				Benefits(1)				Gross-Up				Awards(2)				Benefit
Mark M. Jacobs		$	2,730,000			$	2,730,000			$	910,000			$	32,243			$	25,000				—			$	1,222,262			$	7,649,505
Rick J. Dobson			1,545,000				1,081,500				360,500				32,210				25,000			$	1,186,804				380,249				4,611,263
Brian Landrum			1,995,000				1,596,000				532,000				32,036				25,000				—				600,218				4,780,254
Michael L. Jines			860,000				516,000				258,000				37,489				25,000				—				237,494				1,933,983
Albert H. Myres			649,992				357,496				178,748				32,241				25,000				—				115,357				1,358,834

     For additional information, see “Compensation Discussion and Analysis — How were payment amounts and trigger events determined for termination or change-in-control?” For payments made in connection with termination under our nonqualified deferred compensation plans, see “2008 Nonqualified Deferred Compensation.”

Executive Severance

     Our executive severance plan provides for payments and other benefits upon involuntary termination of the executive’s employment that did not result from death, disability or termination for cause or that did not follow a change-in-control. If the payment obligations under the plan are triggered, we are required to provide severance benefits (subject to certain conditions) as follows:

	•		a cash severance payment equal to a multiple of salary (two in the case of Mr. Jacobs and 1.5 in the case of Messrs. Dobson, Jines, Myres and Landrum) plus the same multiple times the target annual incentive award, payable in a lump sum;
	•		a pro-rated target annual incentive award based on the number of days the executive was employed during the year in which his employment was terminated, payable in cash in a lump sum; and
	•		continued welfare benefits coverage (medical, dental and vision) for the number of years equal to the applicable severance multiple (two in the case of Mr. Jacobs and 1.5 in the case of Messrs. Dobson, Jines, Myres and Landrum).

     To receive severance benefits under the plan, the executive must sign a waiver and release providing that the executive waives all claims against us, will not disclose confidential information, and for one year, will not hire or solicit to hire any of our employees. In the event an executive receives severance benefits under the plan and is rehired within 60 days, the executive must repay the benefits received.

     The following table summarizes severance payments and benefits to be provided to the executives assuming a qualifying termination of employment as of December 31, 2008:

						Multiple of				Pro-rata
						Target				Target
						Annual				Annual				Welfare
		Multiple				Incentive				Incentive				Benefits
Name		of Salary				Award				Award				Coverage				Outplacement(1)				Total
Mark M. Jacobs		$	1,820,000			$	1,820,000			$	910,000			$	32,243			$	20,000			$	4,602,243
Rick J. Dobson			772,500				540,750				360,500				32,210				20,000				1,725,960
Brian Landrum			997,500				798,000				532,000				32,036				20,000				2,379,536
Michael L. Jines			645,000				387,000				258,000				37,489				20,000				1,347,489
Albert H. Myres			487,494				268,122				178,748				32,241				20,000				986,605

     For additional information, see “Compensation Discussion and Analysis — How were payment amounts and trigger events determined for termination or change-in-control?” For payments made in connection with termination under our nonqualified deferred compensation plans, see “Nonqualified Deferred Compensation.”

Director Compensation

     In setting non-management director compensation, the Compensation Committee considers factors it deems appropriate, including market data, and recommends the form and amount of compensation to the Board for approval. In 2008, Towers Perrin presented the Compensation Committee with updates in market trends and market data on non-management director compensation, including annual board and committee retainers, board and committee meeting fees, committee chairperson fees and stock-based compensation relative to our peer group and a peer group composed of 85 similarly-sized companies in the S&P 500.

     The following table summarizes compensation earned by or granted to our non-management directors during 2008. Mr. Jacobs is not compensated for his director services.

																		Change in Pension
																		Value and
																		Nonqualified
						Stock				Option				Non-equity				Deferred
		Fees Earned or Paid				Awards				Awards				Incentive Plan				Compensation				All Other
Name		in Cash				(1) (2)				(3) (4)				Compensation				Earnings				Compensation				Total
E. William Barnett			—			$	304,195			$	5,177				—				—				—			$	309,372
Sarah M. Barpoulis(5)		$	34,063				87,556				—				—				—				—				121,619
Donald J. Breeding			97,000				176,297				5,177				—				—				—				278,474
Kirbyjon H. Caldwell			71,250				205,469				5,177				—				—				—				281,896
Steven L. Miller			—				304,609				5,177				—				—				—				309,786
Laree E. Perez			102,000				152,494				5,177				—				—				—				259,671
Evan J. Silverstein			60,000				252,555				—				—				—				—				312,555
Joel V. Staff			—				758,308				—				—				—				—				758,308
William L. Transier			106,000				152,494				5,177				—				—				—				263,671