Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2008, the Board of Directors of Reliant Energy approved and adopted the Fourth Amended and Restated Bylaws of Reliant Energy (the "Amended and Restated Bylaws"). The following summarizes the amendments, which became effective November 12, 2008.
Article II, Section 11of the Amended and Restated Bylaws was amended to include additional information that a stockholder must provide in connection with a stockholder proposal intended to be brought before an annual meeting of stockholders:

• The name of each nominee holder for shares of Reliant Energy's stock beneficially owned but not of record by the stockholder and the number of shares held by such nominee holder;
• Details of any derivative instrument or other financial instrument or transaction owned or entered into by or on behalf of the stockholder, or any other arrangement, to manage risk of stock price changes for, or to increase the voting power or economic interest of the stockholder with respect to Reliant Energy's stock;
• A description of any anticipated benefit to the stockholder under all arrangements between the stockholder and any of its affiliates or associates or other persons in connection with the proposal of the business by the stockholder; and
• Any other information concerning the stockholder that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies with respect to business brought at an annual meeting of stockholders, or that is otherwise required to be disclosed, under the rules and regulations of the United States Securities and Exchange Commission.

Article III, Section 4 of the Amended and Restated Bylaws was amended to include additional information that a stockholder must provide with a nomination of a person for election as a director of Reliant Energy.

As to the person nominated for election as director ("Nominee"):

• The business address and residence address of the Nominee;
• The name of each nominee holder of shares of Reliant Energy's stock beneficially owned but not of record by the Nominee and the number of shares of stock held by each such nominee holder; and
• Details of any derivative instrument or other financial instrument or transaction owned or entered into by or on behalf of the Nominee, or any other arrangement, to manage risk of stock price changes for, or to increase the voting power or economic interest of the Nominee with respect to Reliant Energy's stock.

As to the nominating stockholder ("Nominator"):

• The name of each nominee holder of shares of Reliant Energy's stock beneficially owned but not of record by the Nominator and the number of shares of stock held by each such nominee holder;
• Details of any derivative instrument or other financial instrument or transaction owned or entered into by or on behalf of the Nominee, or any other arrangement, to manage risk of stock price changes for, or to increase the voting power or economic interest of the Nominee with respect to Reliant Energy's stock; and
• A description of any material interest of the Nominator in such nomination, including any anticipated benefit to the Nominator, under all arrangements between the Nominator and each Nominee and any other persons pursuant to which the nomination(s) are to be made by the Nominator. This description of the amendments contained in the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of and should be read in conjunction with the Amended and Restated Bylaws, a copy of which is filed with this Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Fourth Amended and Restated Bylaws of Reliant Energy, Inc. (as amended as of November 12, 2008)

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