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EXHIBIT 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of May 8,
2000 (this "Amendment"), between Reliant Energy, Incorporated (formerly Houston
Industries Incorporated), a Texas corporation (the "Company"), and Chase Bank of
Texas, National Association (formerly Texas Commerce Bank National Association)
(the "Rights Agent"),
W I T N E S S E T H:
WHEREAS, on May 7, 1999, the Company changed its name from
Houston Industries Incorporated to Reliant Energy, Incorporated;
WHEREAS, in January 1998, the Rights Agent changed its name
from Texas Commerce Bank National Association to Chase Bank of Texas, National
Association;
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement, as amended and restated as of August 6, 1997 (the "Rights
Agreement");
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may, and the Rights Agent shall, if the Company so directs, amend the
Rights Agreement; and
WHEREAS, the Company desires to amend the Rights Agreement as
set forth below;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Definition of Final Expiration Date. The definition
of "Final Expiration Date" in Section 1 of the Rights Agreement is amended to
read in its entirety as follows:
"Final Expiration Date" shall mean the close of
business on July 11, 2010.
Section 2. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 3. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Texas and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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Section 5. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Section 6. Confirmation of Rights Agreement. Except to the
extent specifically amended hereby, the provisions of the Rights Agreement shall
remain unmodified, and the Rights Agreement as amended hereby is confirmed as
being in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed all as of the day and year first above written.
RELIANT ENERGY, INCORPORATED
By: /s/ Hugh Rice Kelly
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Name: Hugh Rice Kelly
Title: Executive Vice President,
General Counsel and Corporate
Secretary
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Rights Agent
By: /s/ Dierdre T. Green
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Name: Dierdre T. Green
Title: Trust Officer
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